EXECUTION
      COPY

     

    
      STRUCTURED
        ASSET SECURITIES CORPORATION,

       

      as
        Depositor,

       

      AURORA
        LOAN SERVICES LLC,

       

      as
        Master
        Servicer,

       

      and

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

       

      as
        Trustee

       

      ___________________________

       

      TRUST
        AGREEMENT

       

      Dated
        as
        of September 1, 2007

       

      ___________________________

       

      LEHMAN
        XS
        TRUST

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES,

       

      SERIES
        2007-18N

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      TABLE
        OF CONTENTS

      (continued)

      


      Page

       

      
        	
                ARTICLE
                  I.

              	
                DEFINITIONS

              	
                24

              
	 	 	 
	
                Section
                  1.01

              	
                Definitions

              	
                24

              
	 	 	 
	
                Section
                  1.02

              	
                Calculations
                  Respecting Mortgage Loans

              	
                68

              
	 	 	 
	
                Section
                  1.03

              	
                Calculations
                  Respecting Accrued Interest

              	
                69

              
	 	 	 
	
                Section
                  1.04

              	
                Rights
                  of the NIMS Insurer

              	
                69

              
	 	 	 
	
                ARTICLE
                  II.

              	
                DECLARATION
                  OF TRUST; ISSUANCE OF CERTIFICATES

              	
                69

              
	 	 	 
	
                Section
                  2.01

              	
                Creation
                  and Declaration of Trust Fund; Conveyance of Mortgage
                  Loans

              	
                69

              
	 	 	 
	
                Section
                  2.02

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

              	
                73

              
	 	 	 
	
                Section
                  2.03

              	
                Representations
                  and Warranties of the Depositor

              	
                74

              
	 	 	 
	
                Section
                  2.04

              	
                Discovery
                  of Breach

              	
                76

              
	 	 	 
	
                Section
                  2.05

              	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans

              	
                77

              
	 	 	 
	
                Section
                  2.06

              	
                Grant
                  Clause

              	
                78

              
	 	 	 
	
                ARTICLE
                  III.

              	
                THE
                  CERTIFICATES

              	
                79

              
	 	 	 
	
                Section
                  3.01

              	
                The
                  Certificates

              	
                79

              
	 	 	 
	
                Section
                  3.02

              	
                Registration

              	
                81

              
	 	 	 
	
                Section
                  3.03

              	
                Transfer
                  and Exchange of Certificates

              	
                81

              
	 	 	 
	
                Section
                  3.04

              	
                Cancellation
                  of Certificates

              	
                87

              
	 	 	 
	
                Section
                  3.05

              	
                Replacement
                  of Certificates

              	
                87

              
	 	 	 
	
                Section
                  3.06

              	
                Persons
                  Deemed Owners

              	
                87

              
	 	 	 
	
                Section
                  3.07

              	
                Temporary
                  Certificates

              	
                87

              
	 	 	 
	
                Section
                  3.08

              	
                Appointment
                  of Paying Agent

              	
                88

              
	 	 	 
	
                Section
                  3.09

              	
                Book
                  Entry Certificates

              	
                89

              
	 	 	 
	
                Section
                  3.10

              	
                Deposit
                  of Underlying REMIC Certificates under the Exchange Trust
                  Agreement

              	
                90

              
	 	 	 
	
                ARTICLE
                  IV.

              	
                ADMINISTRATION
                  OF THE TRUST FUND

              	
                90

              
	 	 	 
	
                Section
                  4.01

              	
                Collection
                  Account

              	
                90

              
	 	 	 
	
                Section
                  4.02

              	
                Application
                  of Funds in the Collection Account

              	
                92

              
	 	 	 
	
                Section
                  4.03

              	
                Reports
                  to Certificateholders

              	
                94

              
	 	 	 
	
                Section
                  4.04

              	
                The
                  Certificate Account

              	
                99

              


      

       

      
        
          
          

        

        
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        TABLE
          OF CONTENTS

        (continued)

        


        Page

      

      
        	 	 	 
	
                ARTICLE
                  V.

              	
                DISTRIBUTIONS
                  TO HOLDERS OF CERTIFICATES

              	
                100

              
	 	 	 
	
                Section
                  5.01

              	
                Distributions
                  Generally

              	
                100

              
	 	 	 
	
                Section
                  5.02

              	
                Distributions
                  from the Certificate Account.

              	
                101

              
	 	 	 
	
                Section
                  5.03

              	
                Allocation
                  of Losses

              	
                111

              
	 	 	 
	
                Section
                  5.04

              	
                Advances
                  by Master Servicer, Servicer and Trustee

              	
                111

              
	 	 	 
	
                Section
                  5.05

              	
                Compensating
                  Interest Payments

              	
                113

              
	 	 	 
	
                Section
                  5.06

              	
                Basis
                  Risk Reserve Fund

              	
                113

              
	 	 	 
	
                Section
                  5.07

              	
                Class
                  1-AP and Class 2-AP Reserve Funds

              	
                113

              
	 	 	 
	
                Section
                  5.08

              	
                Supplemental
                  Interest Trust

              	
                114

              
	 	 	 
	
                Section
                  5.09

              	
                Rights
                  of Swap Counterparty

              	
                114

              
	 	 	 
	
                Section
                  5.10

              	
                Termination
                  Receipts

              	
                115

              
	 	 	 
	
                Section
                  5.11

              	
                Collateral
                  Account

              	
                116

              
	 	 	 
	
                Section
                  5.12

              	
                Reserved

              	
                116

              
	 	 	 
	
                Section
                  5.13

              	
                X
                  Component Account

              	
                116

              
	 	 	 
	
                ARTICLE
                  VI.

              	
                CONCERNING
                  THE TRUSTEE; EVENTS OF DEFAULT

              	
                117

              
	 	 	 
	
                Section
                  6.01

              	
                Duties
                  of Trustee

              	
                117

              
	 	 	 
	
                Section
                  6.02

              	
                Certain
                  Matters Affecting the Trustee

              	
                120

              
	 	 	 
	
                Section
                  6.03

              	
                Trustee
                  Not Liable for Certificates

              	
                121

              
	 	 	 
	
                Section
                  6.04

              	
                Trustee
                  May Own Certificates

              	
                121

              
	 	 	 
	
                Section
                  6.05

              	
                Eligibility
                  Requirements for Trustee

              	
                122

              
	 	 	 
	
                Section
                  6.06

              	
                Resignation
                  and Removal of Trustee

              	
                122

              
	 	 	 
	
                Section
                  6.07

              	
                Successor
                  Trustee

              	
                123

              
	 	 	 
	
                Section
                  6.08

              	
                Merger
                  or Consolidation of Trustee

              	
                123

              
	 	 	 
	
                Section
                  6.09

              	
                Appointment
                  of Co-Trustee, Separate Trustee or Custodian

              	
                124

              
	 	 	 
	
                Section
                  6.10

              	
                Authenticating
                  Agents

              	
                126

              
	 	 	 
	
                Section
                  6.11

              	
                Indemnification
                  of Trustee

              	
                127

              
	 	 	 
	
                Section
                  6.12

              	
                Fees
                  and Expenses of Trustee and Custodians

              	
                127

              
	 	 	 
	
                Section
                  6.13

              	
                Collection
                  of Monies

              	
                128

              
	 	 	 
	
                Section
                  6.14

              	
                Events
                  of Default; Trustee To Act; Appointment of Successor

              	
                128

              
	 	 	 
	
                Section
                  6.15

              	
                Additional
                  Remedies of Trustee Upon Event of Default

              	
                132

              


      

       

      
        
          
          

        

        
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        TABLE
          OF CONTENTS

        (continued)

        


        Page

      

      
        	 	 	 
	
                Section
                  6.16

              	
                Waiver
                  of Defaults

              	
                133

              
	 	 	 
	
                Section
                  6.17

              	
                Notification
                  to Holders

              	
                133

              
	 	 	 
	
                Section
                  6.18

              	
                Directions
                  by Certificateholders and Duties of Trustee During Event of
                  Default

              	
                133

              
	 	 	 
	
                Section
                  6.19

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

              	
                134

              
	 	 	 
	
                Section
                  6.20

              	
                Preparation
                  of Tax Returns and Other Reports

              	
                134

              
	 	 	 
	
                Section
                  6.21

              	
                Reporting
                  Requirements of the Commission

              	
                140

              
	 	 	 
	
                Section
                  6.22

              	
                Indemnification
                  by the Trustee

              	
                141

              
	 	 	 
	
                ARTICLE
                  VII.

              	
                PURCHASE
                  OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND

              	
                141

              
	 	 	 
	
                Section
                  7.01

              	
                Purchase
                  of Mortgage Loans; Termination of the Trust Fund Upon Purchase
                  or
                  Liquidation of Mortgage Loans

              	
                141

              
	 	 	 
	
                Section
                  7.02

              	
                Procedure
                  Upon Termination of Trust Fund

              	
                143

              
	 	 	 
	
                Section
                  7.03

              	
                Additional
                  Trust Fund Termination Requirements

              	
                144

              
	 	 	 
	
                Section
                  7.04

              	
                Optional
                  Purchase Right of NIMS Insurer

              	
                144

              
	 	 	 
	
                ARTICLE
                  VIII.

              	
                RIGHTS
                  OF CERTIFICATEHOLDERS

              	
                145

              
	 	 	 
	
                Section
                  8.01

              	
                Limitation
                  on Rights of Holders

              	
                145

              
	 	 	 
	
                Section
                  8.02

              	
                Access
                  to List of Holders

              	
                145

              
	 	 	 
	
                Section
                  8.03

              	
                Acts
                  of Holders of Certificates

              	
                146

              
	 	 	 
	
                ARTICLE
                  IX.

              	
                ADMINISTRATION
                  AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER

              	
                147

              
	 	 	 
	
                Section
                  9.01

              	
                Duties
                  of the Master Servicer

              	
                147

              
	 	 	 
	
                Section
                  9.02

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

              	
                147

              
	 	 	 
	
                Section
                  9.03

              	
                Master
                  Servicer’s Financial Statements and Related Information

              	
                148

              
	 	 	 
	
                Section
                  9.04

              	
                Power
                  to Act; Procedures

              	
                148

              
	 	 	 
	
                Section
                  9.05

              	
                Enforcement
                  of Servicers’ and Master Servicer’s Obligations

              	
                150

              
	 	 	 
	
                Section
                  9.06

              	
                Collection
                  of Taxes, Assessments and Similar Items

              	
                151

              
	 	 	 
	
                Section
                  9.07

              	
                Termination
                  of Servicing Agreements; Successor Servicers

              	
                152

              
	 	 	 
	
                Section
                  9.08

              	
                Master
                  Servicer Liable for Enforcement

              	
                152

              


      

       

      
        
          
          

        

        
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        TABLE
          OF CONTENTS

        (continued)

        


        Page

      

      
        	 	 	 
	
                Section
                  9.09

              	
                No
                  Contractual Relationship Between the Servicer, Any NIMS Insurer
                  and
                  Trustee or Depositor

              	
                153

              
	 	 	 
	
                Section
                  9.10

              	
                Assumption
                  of Servicing Agreement by the Trustee

              	
                153

              
	 	 	 
	
                Section
                  9.11

              	
                Due-on-Sale
                  Clauses; Assumption Agreements; Easements

              	
                154

              
	 	 	 
	
                Section
                  9.12

              	
                Release
                  of Mortgage Files

              	
                154

              
	 	 	 
	
                Section
                  9.13

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

              	
                155

              
	 	 	 
	
                Section
                  9.14

              	
                Representations
                  and Warranties of the Master Servicer

              	
                157

              
	 	 	 
	
                Section
                  9.15

              	
                Opinion

              	
                159

              
	 	 	 
	
                Section
                  9.16

              	
                Standard
                  Hazard and Flood Insurance Policies

              	
                159

              
	 	 	 
	
                Section
                  9.17

              	
                Presentment
                  of Claims and Collection of Proceeds

              	
                159

              
	 	 	 
	
                Section
                  9.18

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies

              	
                160

              
	 	 	 
	
                Section
                  9.19

              	
                Trustee
                  To Retain Possession of Certain Insurance Policies and
                  Documents

              	
                160

              
	 	 	 
	
                Section
                  9.20

              	
                Realization
                  Upon Defaulted Mortgage Loans

              	
                161

              
	 	 	 
	
                Section
                  9.21

              	
                Compensation
                  to the Master Servicer

              	
                161

              
	 	 	 
	
                Section
                  9.22

              	
                REO
                  Property

              	
                162

              
	 	 	 
	
                Section
                  9.23

              	
                Notice
                  to the Sponsor, the Depositor and the Trustee

              	
                163

              
	 	 	 
	
                Section
                  9.24

              	
                Reports
                  to the Trustee

              	
                163

              
	 	 	 
	
                Section
                  9.25

              	
                Assessment
                  of Compliance and Attestation Reports

              	
                164

              
	 	 	 
	
                Section
                  9.26

              	
                Annual
                  Statement of Compliance with Applicable Servicing Criteria

              	
                166

              
	 	 	 
	
                Section
                  9.27

              	
                Merger
                  or Consolidation

              	
                166

              
	 	 	 
	
                Section
                  9.28

              	
                Resignation
                  of Master Servicer

              	
                166

              
	 	 	 
	
                Section
                  9.29

              	
                Assignment
                  or Delegation of Duties by the Master Servicer

              	
                167

              
	 	 	 
	
                Section
                  9.30

              	
                Limitation
                  on Liability of the Master Servicer and Others

              	
                167

              
	 	 	 
	
                Section
                  9.31

              	
                Indemnification;
                  Third Party Claims

              	
                168

              
	 	 	 
	
                Section
                  9.32

              	
                Special
                  Servicing of Delinquent Mortgage Loans

              	
                169

              
	 	 	 
	
                Section
                  9.33

              	
                Allocation
                  to Related Mortgage Pool

              	
                169

              
	 	 	 
	
                ARTICLE
                  X.

              	
                REMIC
                  ADMINISTRATION

              	
                169

              
	 	 	 
	
                Section
                  10.01

              	
                REMIC
                  Administration

              	
                169

              


      

       

      
        
          
          

        

        
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        TABLE
          OF CONTENTS

        (continued)

        


        Page

      

      
        	 	 	 
	
                Section
                  10.02

              	
                Prohibited
                  Transactions and Activities

              	
                180

              
	 	 	 
	
                Section
                  10.03

              	
                Indemnification
                  with Respect to Certain Taxes and Loss of REMIC Status

              	
                180

              
	 	 	 
	
                Section
                  10.04

              	
                REO
                  Property

              	
                181

              
	 	 	 
	
                ARTICLE
                  XI.

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                181

              
	 	 	 
	
                Section
                  11.01

              	
                Binding
                  Nature of Agreement; Assignment

              	
                181

              
	 	 	 
	
                Section
                  11.02

              	
                Entire
                  Agreement

              	
                181

              
	 	 	 
	
                Section
                  11.03

              	
                Amendment

              	
                182

              
	 	 	 
	
                Section
                  11.04

              	
                Voting
                  Rights

              	
                183

              
	 	 	 
	
                Section
                  11.05

              	
                Provision
                  of Information

              	
                183

              
	 	 	 
	
                Section
                  11.06

              	
                Governing
                  Law

              	
                184

              
	 	 	 
	
                Section
                  11.07

              	
                Notices

              	
                184

              
	 	 	 
	
                Section
                  11.08

              	
                Severability
                  of Provisions

              	
                185

              
	 	 	 
	
                Section
                  11.09

              	
                Indulgences;
                  No Waivers

              	
                185

              
	 	 	 
	
                Section
                  11.10

              	
                Headings
                  Not To Affect Interpretation

              	
                185

              
	 	 	 
	
                Section
                  11.11

              	
                Benefits
                  of Agreement

              	
                185

              
	 	 	 
	
                Section
                  11.12

              	
                Special
                  Notices to the Rating Agencies, the Swap Counterparty and NIMS
                  Insurer

              	
                185

              
	 	 	 
	
                Section
                  11.13

              	
                Conflicts

              	
                186

              
	 	 	 
	
                Section
                  11.14

              	
                Counterparts

              	
                186

              
	 	 	 
	
                Section
                  11.15

              	
                Transfer
                  of Servicing

              	
                186

              
	 	 	 
	
                Section
                  11.16

              	
                Third
                  Party Rights

              	
                188

              
	 	 	 


      


      
        
          
          

        

        
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      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

              	
                Servicing
                  Agreements

              
	
                Exhibit
                  F

              	
                Form
                  of Rule 144A Transfer Certificate

              
	
                Exhibit
                  G

              	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              
	
                Exhibit
                  H

              	
                Form
                  of ERISA Transfer Affidavit

              
	
                Exhibit
                  I

              	
                [Reserved]

              
	
                Exhibit
                  J

              	
                [Reserved]

              
	
                Exhibit
                  K

              	
                Custodial
                  Agreements

              
	
                Exhibit
                  L

              	
                Form
                  of Exchange Trust Agreement (including Available Combination
                  Schedule)

              
	
                Exhibit
                  M

              	
                [Reserved]

              
	
                Exhibit
                  N

              	
                Form
                  of Swap Agreement

              
	
                Exhibit
                  O

              	
                Form
                  of Interest Rate Cap Agreement

              
	
                Exhibit
                  P

              	
                [Reserved]

              
	
                Exhibit
                  Q-1

              	
                Additional
                  Form 10-D Disclosure

              
	
                Exhibit
                  Q-2

              	
                Additional
                  Form 10-K Disclosure

              
	
                Exhibit
                  Q-3

              	
                Additional
                  Form 8-K Disclosure

              
	
                Exhibit
                  Q-4

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  R

              	
                Servicing
                  Criteria to be Addressed in Report on Assessment of
                  Compliance

              
	
                Exhibit
                  S

              	
                Transaction
                  Parties

              
	
                Exhibit
                  T

              	
                Form
                  of Back-Up Sarbanes-Oxley Certification

              
	
                Exhibit
                  U

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

              
	
                Exhibit
                  V-1

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

              
	
                Exhibit
                  V-2

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

              
	 	 
	
                Schedule
                  A

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  B

              	
                Swap
                  Agreement Scheduled Notional Amounts and Rates of
                  Payment

              


      

      


      



      
        
          
          

        

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

       

      PRELIMINARY
        STATEMENT 

       

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

       

      As
        provided herein, the Trustee shall elect that the Trust Fund (other than
        (i) the
        Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums
        distributable to the Class P Certificates and the Class P Reserve Funds,
        (iii)
        the X Component Account, (iv) the Interest Rate Cap Agreement and the Interest
        Rate Cap Account, (v) the Swap Agreement and the Supplemental Interest Trust
        and
        (vi) the Lower Tier Interests) be treated for federal income tax purposes
        as
        comprising four real estate mortgage investment conduits (each a “REMIC” and
        referred to herein separately as the “SWAP REMIC,” “REMIC 1,” “REMIC 2” and
“REMIC 3”). Each Certificate (other than any Exchange Certificate or
        Exchangeable Certificate, the Class C Certificates, the Class R Certificates
        and
        the Class P Certificates) represents ownership of one or more regular interests
        in REMIC 3 for purposes of the REMIC Provisions. In addition, each Offered
        Certificate (other than any Exchange Certificate or Exchangeable Certificate)
        represents (i) the right to receive certain payments with respect to Excess
        Interest and (ii) the obligation to make payments in respect of Class I
        Shortfalls as set forth herein. The Class R Certificate represents ownership
        of
        the sole Class of residual interest in each of the SWAP REMIC, REMIC 1, REMIC
        2
        and REMIC 3 for purposes of the REMIC Provisions. Each Exchange Class or
        Exchangeable Class represents a beneficial interest in a grantor trust created
        under the Exchange Trust Agreement holding the related Underlying REMIC
        Certificates.

       

      REMIC
        3
        shall hold as its assets the several Classes of uncertificated REMIC 2 Regular
        Interests and each such REMIC 2 Regular Interest is hereby designated as
        a
        regular interest in REMIC 2. REMIC 2 shall hold as its assets the several
        Classes of uncertificated REMIC 1 Regular Interests and each such REMIC 1
        Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC
        1
        shall hold as its assets the several Classes of uncertificated SWAP REMIC
        Regular Interests and each such SWAP REMIC Regular Interest is hereby designated
        as a regular interest in the SWAP REMIC. The SWAP REMIC shall hold as its
        assets
        the property of the Trust Fund other than (i) the Basis Risk Reserve Fund,
        (ii)
        the Lower Tier Interests, (iii) the X Component Account, (iv) the Interest
        Rate
        Cap Agreement and the Interest Rate Cap Account, (v) the Swap Agreement and
        the
        Supplemental Interest Trust and (vi) the rights to receive Prepayment Premiums
        distributable to the Class P Certificates and the Class P Reserve
        Funds.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        SWAP REMIC

       

      The
        following table sets forth (or describes) the Class designations, interest
        rate
        and initial principal amount for each Class of SWAP REMIC
        Interests:

       

      
        	
                Class
                  Designation

              	
                Initial
                  Principal Balance

              	
                Interest
                  Rate

              
	 	 	 
	
                SW-Z

              	
                $62,992,075.440

              	
                (1)

              
	
                SW2A

              	
                $6,394,993.000

              	
                (2)

              
	
                SW2B

              	
                $6,394,993.000

              	
                (3)

              
	
                SW3A

              	
                $6,222,873.000

              	
                (2)

              
	
                SW3B

              	
                $6,222,873.000

              	
                (3)

              
	
                SW4A

              	
                $6,055,444.500

              	
                (2)

              
	
                SW4B

              	
                $6,055,444.500

              	
                (3)

              
	
                SW5A

              	
                $5,892,579.000

              	
                (2)

              
	
                SW5B

              	
                $5,892,579.000

              	
                (3)

              
	
                SW6A

              	
                $5,734,151.000

              	
                (2)

              
	
                SW6B

              	
                $5,734,151.000

              	
                (3)

              
	
                SW7A

              	
                $5,580,038.000

              	
                (2)

              
	
                SW7B

              	
                $5,580,038.000

              	
                (3)

              
	
                SW8A

              	
                $5,430,119.500

              	
                (2)

              
	
                SW8B

              	
                $5,430,119.500

              	
                (3)

              
	
                SW9A

              	
                $5,284,282.500

              	
                (2)

              
	
                SW9B

              	
                $5,284,282.500

              	
                (3)

              
	
                SW10A

              	
                $5,142,413.500

              	
                (2)

              
	
                SW10B

              	
                $5,142,413.500

              	
                (3)

              
	
                SW11A

              	
                $5,004,402.000

              	
                (2)

              
	
                SW11B

              	
                $5,004,402.000

              	
                (3)

              
	
                SW12A

              	
                $4,870,144.500

              	
                (2)

              
	
                SW12B

              	
                $4,870,144.500

              	
                (3)

              
	
                SW13A

              	
                $4,739,535.000

              	
                (2)

              
	
                SW13B

              	
                $4,739,535.000

              	
                (3)

              
	
                SW14A

              	
                $4,612,475.000

              	
                (2)

              
	
                SW14B

              	
                $4,612,475.000

              	
                (3)

              
	
                SW15A

              	
                $4,488,866.000

              	
                (2)

              


      

      



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      
        	
                SW15B

              	
                $4,488,866.000

              	
                (3)

              
	
                SW16A

              	
                $4,368,613.500

              	
                (2)

              
	
                SW16B

              	
                $4,368,613.500

              	
                (3)

              
	
                SW17A

              	
                $4,251,625.000

              	
                (2)

              
	
                SW17B

              	
                $4,251,625.000

              	
                (3)

              
	
                SW18A

              	
                $4,137,811.000

              	
                (2)

              
	
                SW18B

              	
                $4,137,811.000

              	
                (3)

              
	
                SW19A

              	
                $4,027,085.000

              	
                (2)

              
	
                SW19B

              	
                $4,027,085.000

              	
                (3)

              
	
                SW20A

              	
                $3,919,360.500

              	
                (2)

              
	
                SW20B

              	
                $3,919,360.500

              	
                (3)

              
	
                SW21A

              	
                $3,814,557.000

              	
                (2)

              
	
                SW21B

              	
                $3,814,557.000

              	
                (3)

              
	
                SW22A

              	
                $3,712,593.000

              	
                (2)

              
	
                SW22B

              	
                $3,712,593.000

              	
                (3)

              
	
                SW23A

              	
                $3,613,929.500

              	
                (2)

              
	
                SW23B

              	
                $3,613,929.500

              	
                (3)

              
	
                SW24A

              	
                $3,518,250.500

              	
                (2)

              
	
                SW24B

              	
                $3,518,250.500

              	
                (3)

              
	
                SW25A

              	
                $3,426,414.000

              	
                (2)

              
	
                SW25B

              	
                $3,426,414.000

              	
                (3)

              
	
                SW26A

              	
                $3,334,873.000

              	
                (2)

              
	
                SW26B

              	
                $3,334,873.000

              	
                (3)

              
	
                SW27A

              	
                $3,246,297.000

              	
                (2)

              
	
                SW27B

              	
                $3,246,297.000

              	
                (3)

              
	
                SW28A

              	
                $3,159,960.000

              	
                (2)

              
	
                SW28B

              	
                $3,159,960.000

              	
                (3)

              
	
                SW29A

              	
                $3,076,056.000

              	
                (2)

              
	
                SW29B

              	
                $3,076,056.000

              	
                (3)

              
	
                SW30A

              	
                $2,995,148.500

              	
                (2)

              
	
                SW30B

              	
                $2,995,148.500

              	
                (3)

              
	
                SW31A

              	
                $2,917,584.000

              	
                (2)

              
	
                SW31B

              	
                $2,917,584.000

              	
                (3)

              
	
                SW32A

              	
                $2,846,468.000

              	
                (2)

              
	
                SW32B

              	
                $2,846,468.000

              	
                (3)

              
	
                SW33A

              	
                $2,770,863.500

              	
                (2)

              
	
                SW33B

              	
                $2,770,863.500

              	
                (3)

              
	
                SW34A

              	
                $2,697,926.500

              	
                (2)

              
	
                SW34B

              	
                $2,697,926.500

              	
                (3)

              
	
                SW35A

              	
                $2,628,947.500

              	
                (2)

              
	
                SW35B

              	
                $2,628,947.500

              	
                (3)

              
	
                SW36A

              	
                $8,894,624.000

              	
                (2)

              
	
                SW36B

              	
                $8,894,624.000

              	
                (3)

              
	
                SW37A

              	
                $2,308,681.000

              	
                (2)

              


      

      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	
                SW37B

              	
                $2,308,681.000

              	
                (3)

              
	
                SW38A

              	
                $2,249,178.500

              	
                (2)

              
	
                SW38B

              	
                $2,249,178.500

              	
                (3)

              
	
                SW39A

              	
                $2,193,834.500

              	
                (2)

              
	
                SW39B

              	
                $2,193,834.500

              	
                (3)

              
	
                SW40A

              	
                $2,136,563.000

              	
                (2)

              
	
                SW40B

              	
                $2,136,563.000

              	
                (3)

              
	
                SW41A

              	
                $2,083,355.000

              	
                (2)

              
	
                SW41B

              	
                $2,083,355.000

              	
                (3)

              
	
                SW42A

              	
                $2,028,567.000

              	
                (2)

              
	
                SW42B

              	
                $2,028,567.000

              	
                (3)

              
	
                SW43A

              	
                $1,975,227.000

              	
                (2)

              
	
                SW43B

              	
                $1,975,227.000

              	
                (3)

              
	
                SW44A

              	
                $1,923,207.000

              	
                (2)

              
	
                SW44B

              	
                $1,923,207.000

              	
                (3)

              
	
                SW45A

              	
                $1,873,440.000

              	
                (2)

              
	
                SW45B

              	
                $1,873,440.000

              	
                (3)

              
	
                SW46A

              	
                $1,824,628.500

              	
                (2)

              
	
                SW46B

              	
                $1,824,628.500

              	
                (3)

              
	
                SW47A

              	
                $1,787,544.500

              	
                (2)

              
	
                SW47B

              	
                $1,787,544.500

              	
                (3)

              
	
                SW48A

              	
                $1,758,038.500

              	
                (2)

              
	
                SW48B

              	
                $1,758,038.500

              	
                (3)

              
	
                SW49A

              	
                $1,731,033.500

              	
                (2)

              
	
                SW49B

              	
                $1,731,033.500

              	
                (3)

              
	
                SW50A

              	
                $1,711,986.500

              	
                (2)

              
	
                SW50B

              	
                $1,711,986.500

              	
                (3)

              
	
                SW51A

              	
                $1,682,976.500

              	
                (2)

              
	
                SW51B

              	
                $1,682,976.500

              	
                (3)

              
	
                SW52A

              	
                $39,043,202.500

              	
                (2)

              
	
                SW52B

              	
                $39,043,202.500

              	
                (3)

              
	
                SW53A

              	
                $517,169.500

              	
                (2)

              
	
                SW53B

              	
                $517,169.500

              	
                (3)

              
	
                SW54A

              	
                $505,650.500

              	
                (2)

              
	
                SW54B

              	
                $505,650.500

              	
                (3)

              
	
                SW55A

              	
                $517,183.000

              	
                (2)

              
	
                SW55B

              	
                $517,183.000

              	
                (3)

              
	
                SW56A

              	
                $503,946.500

              	
                (2)

              
	
                SW56B

              	
                $503,946.500

              	
                (3)

              
	
                SW57A

              	
                $506,489.500

              	
                (2)

              
	
                SW57B

              	
                $506,489.500

              	
                (3)

              
	
                SW58A

              	
                $496,824.000

              	
                (2)

              
	
                SW58B

              	
                $496,824.000

              	
                (3)

              
	
                SW59A

              	
                $485,534.000

              	
                (2)

              


      

      



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	
                SW59B

              	
                $485,534.000

              	
                (3)

              
	
                SW60A

              	
                $16,242,917.000

              	
                (2)

              
	
                SW60B

              	
                $16,242,917.000

              	
                (3)

              
	
                SW-R

              	
                (4)

              	
                (4)

              


      

      


       

        
          

        

      

      
        	
                (1)

              	
                The
                  interest rate on the Class SW-Z Interest shall be a per annum rate
                  equal
                  to the Net WAC.

              


      

       

      
        	
                (2)

              	
                For
                  any Distribution Date, the interest rate on each SWAP REMIC Regular
                  Interest ending with the designation “A” shall be a per annum rate equal
                  to 2 times the Net WAC, subject to a maximum rate of 2 times the
                  REMIC
                  Swap Rate for such Distribution
                  Date.

              


      

       

      
        	
                (3)

              	
                For
                  any Distribution Date, the interest rate on each SWAP REMIC Regular
                  Interest ending with the designation “B” shall be a per annum rate equal
                  to the greater of (x) the excess, if any, of (i) 2 times the Net
                  WAC over
                  (ii) 2 times the REMIC Swap Rate for such Distribution Date and
                  (y)
                  0.00%.

              


      

       

      
        	
                (4)

              	
                The
                  Class SW-R Interest shall have no principal amount and shall bear
                  no
                  interest. It shall be represented by the Class R
                  Certificate.

              


      

       

      REMIC
        1

       

      The
        following table sets forth (or describes) the Class designation, interest
        rate,
        and initial principal amount for each Class of REMIC 1 Interests.

       

      
        	
                Class
                  Designation

              	
                Interest
                  Rate

              	
                Initial
                  Class Principal Amount

              	
                Corresponding
                  Class of Certificates

              
	
                LT1-1A1

              	
                (1)

              	
                (2)

              	
                1-A1

              
	
                LT1-1A2

              	
                (1)

              	
                (2)

              	
                1-A2

              
	
                LT1-1A3

              	
                (1)

              	
                (2)

              	
                1-A3

              
	
                LT1-2A1

              	
                (1)

              	
                (2)

              	
                2-A1

              
	
                LT1-2A2

              	
                (1)

              	
                (2)

              	
                2-A2

              
	
                LT1-2A3

              	
                (1)

              	
                (2)

              	
                2-A3

              
	
                LT1-M1

              	
                (1)

              	
                (2)

              	
                M1

              
	
                LT1-M2

              	
                (1)

              	
                (2)

              	
                M2

              
	
                LT1-M3

              	
                (1)

              	
                (2)

              	
                M3

              
	
                LT1-M4

              	
                (1)

              	
                (2)

              	
                M4

              
	
                LT1-M5

              	
                (1)

              	
                (2)

              	
                M5

              
	
                LT1-M6

              	
                (1)

              	
                (2)

              	
                M6

              
	
                LT1-M7

              	
                (1)

              	
                (2)

              	
                M7

              
	
                LT1-M8

              	
                (1)

              	
                (2)

              	
                M8

              
	
                LT1-X

              	
                (1)

              	
                (3)

              	
                N/A

              
	
                LT1-IO

              	
                (4)

              	
                (4)

              	
                N/A

              
	
                LT1-R

              	
                (5)

              	
                (5)

              	
                N/A

              


      

      


       

        
          

        

      

      
        	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for each of these REMIC 1 Interests is a per annum
                  rate
                  equal to the weighted average of the interest rates on the SWAP
                  REMIC
                  Regular Interests for such Distribution Date, provided however,
                  that for
                  any Distribution Date on which the Class LT1-IO Interest is entitled
                  to a
                  portion of interest accruals on a SWAP REMIC Regular Interest ending
                  with
                  a designation “A” as described in footnote 4 below, such weighted average
                  shall be computed by first subjecting the rate on such SWAP REMIC
                  Regular
                  Interest to a cap equal to Swap LIBOR for such Distribution
                  Date.

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


       

      
        	
                (2)

              	
                The
                  initial principal amount for each of these REMIC 1 Interests equals
                  50% of
                  the initial principal amount of the Corresponding Class of
                  Certificates.

              


      

       

      
        	
                (3)

              	
                This
                  interest shall have an initial principal balance equal to the excess
                  of
                  (i) the Cut-off Date Balance over (ii) the aggregate initial principal
                  balance of the REMIC 1 Marker
                  Classes.

              


      

       

      
        	
                (4)

              	
                The
                  Class LT1-IO Interest is an interest-only class that does not have
                  a
                  principal balance. For only those Distribution Dates listed in
                  the first
                  column of the table below, the Class LT1-IO shall be entitled to
                  interest
                  accrued on the SWAP REMIC Regular Interests listed in the second
                  column
                  below at a per annum rate equal to the excess, if any, of (i) the
                  interest
                  rate for such SWAP REMIC Regular Interest for such Distribution
                  Date over
                  (ii) Swap LIBOR for such Distribution
                  Date.

              


      

       

      
        	
                Distribution
                  Date

              	
                SWAP
                  REMIC Regular Interest

              
	
                2

              	
                Class
                  SW2A

              
	
                2-3

              	
                Class
                  SW3A

              
	
                2-4

              	
                Class
                  SW4A

              
	
                2-5

              	
                Class
                  SW5A

              
	
                2-6

              	
                Class
                  SW6A

              
	
                2-7

              	
                Class
                  SW7A

              
	
                2-8

              	
                Class
                  SW8A

              
	
                2-9

              	
                Class
                  SW9A

              
	
                2-10

              	
                Class
                  SW10A

              
	
                2-11

              	
                Class
                  SW11A

              
	
                2-12

              	
                Class
                  SW12A

              
	
                2-13

              	
                Class
                  SW13A

              
	
                2-14

              	
                Class
                  SW14A

              
	
                2-15

              	
                Class
                  SW15A

              
	
                2-16

              	
                Class
                  SW16A

              
	
                2-17

              	
                Class
                  SW17A

              
	
                2-18

              	
                Class
                  SW18A

              
	
                2-19

              	
                Class
                  SW19A

              
	
                2-20

              	
                Class
                  SW20A

              


      

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


      
        	
                2-21

              	
                Class
                  SW21A

              
	
                2-22

              	
                Class
                  SW22A

              
	
                2-23

              	
                Class
                  SW23A

              
	
                2-24

              	
                Class
                  SW24A

              
	
                2-25

              	
                Class
                  SW25A

              
	
                2-26

              	
                Class
                  SW26A

              
	
                2-27

              	
                Class
                  SW27A

              
	
                2-28

              	
                Class
                  SW28A

              
	
                2-29

              	
                Class
                  SW29A

              
	
                2-30

              	
                Class
                  SW30A

              
	
                2-31

              	
                Class
                  SW31A

              
	
                2-32

              	
                Class
                  SW32A

              
	
                2-33

              	
                Class
                  SW33A

              
	
                2-34

              	
                Class
                  SW34A

              
	
                2-35

              	
                Class
                  SW35A

              
	
                2-36

              	
                Class
                  SW36A

              
	
                2-37

              	
                Class
                  SW37A

              
	
                2-38

              	
                Class
                  SW38A

              
	
                2-39

              	
                Class
                  SW39A

              
	
                2-40

              	
                Class
                  SW40A

              
	
                2-41

              	
                Class
                  SW41A

              
	
                2-42

              	
                Class
                  SW42A

              
	
                2-43

              	
                Class
                  SW43A

              
	
                2-44

              	
                Class
                  SW44A

              
	
                2-45

              	
                Class
                  SW45A

              


      

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      
        	
                2-46

              	
                Class
                  SW46A

              
	
                2-47

              	
                Class
                  SW47A

              
	
                2-48

              	
                Class
                  SW48A

              
	
                2-49

              	
                Class
                  SW49A

              
	
                2-50

              	
                Class
                  SW50A

              
	
                2-51

              	
                Class
                  SW51A

              
	
                2-52

              	
                Class
                  SW52A

              
	
                2-53

              	
                Class
                  SW53A

              
	
                2-54

              	
                Class
                  SW54A

              
	
                2-55

              	
                Class
                  SW55A

              
	
                2-56

              	
                Class
                  SW56A

              
	
                2-57

              	
                Class
                  SW57A

              
	
                2-58

              	
                Class
                  SW58A

              
	
                2-59

              	
                Class
                  SW59A

              
	
                2-60

              	
                Class
                  SW60A

              


      

      


       

        
          

        

      

      
        	
                (5)

              	
                The
                  Class LT1-R Interest is the sole Class of residual interest in
                  REMIC 1. It
                  does not have an interest rate or a principal balance. It shall
                  be
                  represented by the Class R
                  Certificate.

              


      

       

      REMIC
        2

       

      The
        following table sets forth (or describes) the Class designation, interest
        rate,
        and initial principal amount for each Class of REMIC 2 Interests.

       

      
        	 	 	 	 
	
                Class

              	
                Interest

              	
                Initial
                  Class

              	
                Class
                  of Related

              
	
                Designation

              	
                Rate

              	
                Principal
                  Amount

              	
                Certificates

              
	 	 	 	 
	
                LT2-1A1

              	
                (1)

              	
                (2)

              	
                1-A1

              
	
                LT2-1A2

              	
                (1)

              	
                (2)

              	
                1-A2

              
	
                LT2-1A3

              	
                (1)

              	
                (2)

              	
                1-A3

              


      

      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      


      
        	
                LT2-2A1

              	
                (1)

              	
                (2)

              	
                2-A1

              
	
                LT2-2A2

              	
                (1)

              	
                (2)

              	
                2-A2

              
	
                LT2-2A3

              	
                (1)

              	
                (2)

              	
                2-A3

              
	
                LT2-M1

              	
                (3)

              	
                (2)

              	
                M1

              
	
                LT2-M2

              	
                (3)

              	
                (2)

              	
                M2

              
	
                LT2-M3

              	
                (3)

              	
                (2)

              	
                M3

              
	
                LT2-M4

              	
                (3)

              	
                (2)

              	
                M4

              
	
                LT2-M5

              	
                (3)

              	
                (2)

              	
                M5

              
	
                LT2-M6

              	
                (3)

              	
                (2)

              	
                M6

              
	
                LT2-M7

              	
                (3)

              	
                (2)

              	
                M7

              
	
                LT2-M8

              	
                (3)

              	
                (2)

              	
                M8

              
	
                LT2-X
                  

              	
                (4)

              	
                (4)

              	
                N/A

              
	
                LT2-IO

              	
                (5)

              	
                (5)

              	
                N/A

              
	
                LT2-R

              	
                (6)

              	
                (6)

              	
                N/A

              
	 	 	 	 


      

       

         

      

      
        	
                (1)

              	
                The
                  per annum interest rate for each of these REMIC 2 Interests (A)
                  with
                  respect to any Distribution Date (and the related Accrual Period)
                  on or
                  prior to the Distribution Date in September 2012 shall equal the
                  lesser of
                  (i) the sum of (x) Certificate Interest Rate of the Class of Related
                  Certificates (disregarding any Net Funds Cap) and (y) 1.00% and
                  (ii) the
                  Pool 1-2 Net Rate and (B) with respect to any Distribution Date
                  (and the
                  related Accrual Period) after the Distribution Date in September
                  2012
                  shall equal the lesser of (i) the Certificate Interest Rate of
                  the Class
                  of Related Certificates (disregarding any Net Funds Cap) and (ii)
                  the Pool
                  1-2 Net Rate.

              


      

       

      
        	
                (2)

              	
                The
                  initial principal amount of each of these REMIC 2 Interests shall
                  equal
                  the initial Certificate Principal Amount of the Class of Related
                  Certificates.

              


      

       

      
        	
                (3)

              	
                The
                  per annum interest rate for each of these REMIC 2 Interests with
                  respect
                  to any Distribution Date (and the related Accrual Period) shall
                  equal the
                  excess of (x) the product of (i) the Pool 1-2 Net Rate and (ii)
                  a fraction
                  the numerator of which is the actual number of days in the related
                  Accrual
                  Period and the denominator of which is 30 over (y)
                  0.50%.

              


      

       

      
        	
                (4)

              	
                The
                  Class LT2-X Interest shall have an initial principal balance equal
                  to the
                  excess of the Cut-off Date Balance over the aggregate initial Certificate
                  Principal Amounts of the Certificates. The Class LT2-X Interest
                  shall
                  accrue interest on a notional balance equal to the X Component
                  Notional
                  Balance at a rate equal to the X Component Interest
                  Rate.

              


      

       

      
        	
                (5)

              	
                The
                  Class LT2-IO Interest shall have no principal amount and will not
                  have an
                  interest rate, but will be entitled to 100% of the interest accrued
                  with
                  respect to the Class LT1-IO Interest.


              


      

       

      
        	
                (6)

              	
                The
                  Class LT2-R Interest is the sole Class of residual interest in
                  REMIC 2. It
                  does not have an interest rate or a principal balance. The Class
                  LT2-R
                  Interest shall be represented by the Class R
                  Certificate.

              


      

       

      REMIC
        3

       

      The
        following table sets forth (or describes) the Class designation, interest
        rate,
        and initial principal amount for each Class of REMIC 3 Interests.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 
	
                Class

              	
                Interest

              	
                Initial
                  Class

              	
                Class
                  of Related

              
	
                Designation

              	
                Rate

              	
                Principal
                  Amount

              	
                Certificates

              
	 	 	 	 
	
                LT3-1A1

              	
                (1)

              	
                (2)

              	
                1-A1

              
	
                LT3-1A2

              	
                (1)

              	
                (2)

              	
                1-A2

              
	
                LT3-1A3

              	
                (1)

              	
                (2)

              	
                1-A3

              
	
                LT3-2A1

              	
                (1)

              	
                (2)

              	
                2-A1

              
	
                LT3-2A2

              	
                (1)

              	
                (2)

              	
                2-A2

              
	
                LT3-2A3

              	
                (1)

              	
                (2)

              	
                2-A3

              
	
                LT3-M1

              	
                (1)

              	
                (2)

              	
                M1

              
	
                LT3-M2

              	
                (1)

              	
                (2)

              	
                M2

              
	
                LT3-M3

              	
                (1)

              	
                (2)

              	
                M3

              
	
                LT3-M4

              	
                (1)

              	
                (2)

              	
                M4

              
	
                LT3-M5

              	
                (1)

              	
                (2)

              	
                M5

              
	
                LT3-M6

              	
                (1)

              	
                (2)

              	
                M6

              
	
                LT3-M7

              	
                (1)

              	
                (2)

              	
                M7

              
	
                LT3-M8

              	
                (1)

              	
                (2)

              	
                M8

              
	
                Uncertificated
                  Class X Interest 

              	
                (3)

              	
                (3)

              	
                N/A

              
	
                LT3-IO

              	
                (4)

              	
                (4)

              	
                N/A

              
	
                LT3-AX

              	
                (5)

              	
                (5)

              	
                N/A

              
	
                Residual
                  Interest

              	
                (6)

              	
                (6)

              	
                N/A

              
	 	 	 	 


      

       

      
        	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for each of these REMIC 3 Interests is a per annum
                  rate
                  equal to the Certificate Interest Rate for the Related Certificates,
                  provided that (i) in the case of any such REMIC 3 Interest the
                  Related
                  Certificates of which is a Senior Certificate, in lieu of any Net
                  Funds
                  Cap set forth in the applicable Certificate Interest Rate, the
                  Pool 1-2
                  Net Rate shall be used and (ii) in the case of any such REMIC 3
                  Interest
                  the Related Certificates of which is a Subordinate Certificate,
                  in lieu of
                  any Net Funds Cap or Subordinate Net WAC set forth in the applicable
                  Certificate Interest Rate, the Pool 1-2 Net Rate multiplied by
                  the actual
                  number of days in the related Accrual Period and divided by 30
                  shall be
                  used, and further provided that these REMIC 3 Interests shall not
                  be
                  entitled to payments with respect to Excess Interest and shall
                  not have
                  any obligations with respect to Class I
                  Shortfalls.

              


      

       

      
        	
                (2)

              	
                The
                  initial principal amount for each of these REMIC 3 Interests shall
                  equal
                  the initial Certificate Principal Amount of the Class of Related
                  Certificates.

              


      

       

      
        	
                (3)

              	
                The
                  Uncertificated Class X Interest shall have an initial principal
                  balance
                  equal to the excess of the Cut-off Date Balance over the aggregate
                  initial
                  Certificate Principal Amounts of the Certificates. The Uncertificated
                  Class X Interest shall accrue interest on a notional balance equal
                  to the
                  X Component Notional Balance at a rate equal to the X Component
                  Interest
                  Rate. The Uncertificated Class X Interest shall be represented
                  by the
                  Class X Certificates.

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      
        	
                (4)

              	
                The
                  Class LT3-IO Interest shall have no principal amount and will not
                  have an
                  interest rate, but will be entitled to 100% of the interest accrued
                  with
                  respect to the Class LT2-IO Interest. The Class LT3-IO Interest
                  shall be
                  represented by the Class X
                  Certificates.

              


      

       

      
        	
                (5)

              	
                The
                  Class LT3-AX Interest shall be an “interest-only” interest that shall not
                  have a principal amount and, for each Distribution Date on which
                  the Class
                  AX Certificates are entitled to distributions, shall be entitled
                  to a
                  “specified portion” of the interest accrued on each of the REMIC 2
                  Interests the Class of Related Certificates of which is a Class
                  of Senior
                  Certificates. Such “specified portion” shall equal all interest accrued
                  thereon in excess of the interest accrued thereon at a per annum
                  rate
                  equal to the Certificate Interest Rate of the Class of Related
                  Certificates (disregarding any Net Funds Cap). The Class LT3-AX
                  Interest
                  shall be represented by the Class AX
                  Certificates.

              


      

       

      
        	
                (6)

              	
                The
                  Residual Interest is the sole Class of residual interest in REMIC
                  3. It
                  does not have an interest rate or a principal balance. It shall
                  be
                  represented by the Class R
                  Certificate.

              


      

       

      All
        calculations of interest on each regular interest in the SWAP REMIC, REMIC
        1,
        REMIC 2 and REMIC 3 will be made on an “actual/360” basis (except for
        calculations of interest on (i) each regular interest in REMIC 2 and REMIC
        3 the
        Class of Related Certificates of which accrues interest on a “30/360” basis and
        (ii) the Class LT3-AX Interest which will be made on a “30/360”
basis).

       

      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.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      The
        Certificates

       

      The
        following table sets forth (or describes) the Class designation, Certificate
        Interest Rate, initial Class Principal Amount (or Class Notional Amount)
        and
        minimum denomination for each Class of Certificates comprising interests
        in the
        Trust Fund created hereunder. Each Offered Certificate (other than any Exchange
        Certificate or Exchangeable Certificate) and Class X Certificate represents
        ownership of regular interests in REMIC 3. Each Exchange Class or Exchangeable
        Class represents a beneficial interest in a grantor trust created under the
        Exchange Trust Agreement holding the related Underlying REMIC
        Certificates.

       

      
        	 	 	
                Initial
                  Class Principal 

              	 
	 	 	
                Amount
                  or Class 

              	
                Minimum

              
	
                Class
                  Designation

              	
                Interest
                  Rate

              	
                Notional
                  Amount

              	
                Denominations

              
	 	 	 	 
	
                Class
                  1-A1

              	
                (1)

              	
                $157,298,000.00

              	
                $
                  25,000.00

              
	
                Class
                  1-A2 

              	
                (2)

              	
                $74,617,000.00

              	
                $
                  25,000.00

              
	
                Class
                  1-A3

              	
                (3)

              	
                $30,059,000.00

              	
                $
                  25,000.00

              
	
                Class
                  2-A1 

              	
                (4)

              	
                $142,335,000.00

              	
                $
                  25,000.00

              
	
                Class
                  2-A2 

              	
                (5)

              	
                $67,518,000.00

              	
                $
                  25,000.00

              
	
                Class
                  2-A3 

              	
                (6)

              	
                $27,199,000.00

              	
                $
                  25,000.00

              
	
                Class
                  AX

              	
                (7)

              	
                $155,245,643.00

              	
                $1,000,000.00

              
	
                Class
                  AF2 

              	
                (8)

              	
                $142,135,000.00

              	
                $
                  25,000.00

              
	
                Class
                  AF3 

              	
                (9)

              	
                $57,258,000.00

              	
                $
                  25,000.00

              
	
                Class
                  M1

              	
                (10)

              	
                $11,712,000.00

              	
                $
                  100,000.00

              
	
                Class
                  M2

              	
                (10)

              	
                $6,265,000.00

              	
                $
                  100,000.00

              
	
                Class
                  M3

              	
                (10)

              	
                $3,541,000.00

              	
                $
                  100,000.00

              
	
                Class
                  M4

              	
                (10)

              	
                $3,268,000.00

              	
                $
                  100,000.00

              
	
                Class
                  M5

              	
                (10)

              	
                $2,723,000.00

              	
                $
                  100,000.00

              
	
                Class
                  M6

              	
                (10)

              	
                $2,723,000.00

              	
                $
                  100,000.00

              
	
                Class
                  M7

              	
                (10)

              	
                $3,268,000.00

              	
                $
                  100,000.00

              
	
                Class
                  M8

              	
                (10)

              	
                $2,723,000.00

              	
                $
                  100,000.00

              
	
                Class
                  X

              	
                (11)

              	
                (11)

              	
                (12)

              
	
                Class
                  1-AP

              	
                (13)

              	
                $1,000.00

              	
                $10.00

              
	
                Class
                  2-AP

              	
                (13)

              	
                $1,000.00

              	
                $10.00

              
	
                Class
                  R

              	
                (14)

              	
                (14)

              	
                (12)

              
	
                Class
                  C

              	
                (15)

              	
                (15)

              	
                (12)

              


      

      


      
        	
                (1)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 1-A1 Certificates is the
                  per annum
                  rate equal to the lesser of (i) LIBOR plus 0.850% (the “1-A1 Margin”) and
                  (ii) the Pool 1 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 1-A1 Certificates
                  will be LIBOR plus 1.70%.

              


      

       

      
        	
                (2)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 1-A2 Certificates is the
                  per annum
                  rate equal to the lesser of (i) LIBOR plus 1.000% (the “1-A2 Margin”) and
                  (ii) the Pool 1 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 1-A2 Certificates
                  will be LIBOR plus 2.000%.

              


      

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      
        	
                (3)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 1-A3 Certificates is the
                  per annum
                  rate equal to the lesser of (i) LIBOR plus 1.250% (the “1-A3 Margin”) and
                  (ii) the Pool 1 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 1-A3 Certificates
                  will be LIBOR plus 2.500%.

              


      

       

      
        	
                (4)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 2-A1 Certificates is the
                  per annum
                  rate equal to the lesser of (i) LIBOR plus 0.850% (the “2-A1 Margin”) and
                  (ii) the Pool 2 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 2-A1 Certificates
                  will be LIBOR plus 1.700%.

              


      

       

      
        	
                (5)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 2-A2 Certificates is the
                  per annum
                  rate equal to the lesser of (i) LIBOR plus 1.000% (the “2-A2 Margin”) and
                  (ii) the Pool 2 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 2-A2 Certificates
                  will be LIBOR plus 2.000%.

              


      

       

      
        	
                (6)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class 2-A3 Certificates is the
                  per annum
                  rate equal to the lesser of (i) LIBOR plus 1.250% (the “2-A3 Margin”) and
                  (ii) the Pool 2 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 2-A3 Certificates
                  will be LIBOR plus 2.500%.

              


      

       

      
        	
                (7)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  until the
                  Distribution Date in September 2012 (and the related Accrual Period)
                  for
                  the Class AX Certificates is the per annum rate equal to the lesser
                  of (i)
                  1.00% per annum and (ii) the product of (1) the excess, if any,
                  of (A) a
                  fraction, expressed as a percentage, the numerator of which is
                  equal to
                  the sum of (I) the product of (x) the Pool 1 Net Funds Cap and
                  (y) the
                  aggregate Certificate Principal Amount of the Pool 1 Senior Certificates
                  and (II) the product of (x) the Pool 2 Net Funds Cap and (y) the
                  aggregate
                  Certificate Principal Amount of the Pool 2 Senior Certificates,
                  and the
                  denominator of which is equal to the aggregate Certificate Principal
                  Amount of the Senior Certificates over (B) the weighted average
                  Certificate Interest Rate of the Senior Certificates (exclusive
                  of the
                  Class AX Certificates), (2) a fraction, the numerator of which
                  is the
                  actual number of days in the related Accrual Period and the denominator
                  of
                  which is 30 and (3) a fraction, the numerator of which is the aggregate
                  outstanding Class Principal Amount of the Senior Certificates and
                  the
                  denominator of which is the Class Notional Amount of the Class
                  AX
                  Certificates for such Distribution Date. The Class AX Certificates
                  will
                  not be entitled to distributions of any kind after the Distribution
                  Date
                  in September 2012.

              


      

       

      
        	
                (8)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class AF2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.000% (the “AF2 Margin”) and
                  (ii) the AF2 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 AF2 Certificates
                  will be LIBOR plus 2.000%.

              


      

       

      
        	
                (9)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class AF3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.250% (the “AF3 Margin”) and
                  (ii) the AF3 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 AF3 Certificates
                  will be LIBOR plus 2.500%.

              


      

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      
        	
                (10)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M1, Class M2, Class M3, Class
                  M4,
                  Class M5, Class M6, Class M7 and Class M8 Certificates is the per
                  annum
                  rate equal to the Subordinate Net WAC less 0.50% per annum, subject
                  to the
                  Subordinate Net Funds Cap.

              


      

       

      
        	
                (11)

              	
                For
                  purposes of the REMIC Provisions, the X Component of the Class
                  X
                  Certificates shall have an initial principal balance equal to the
                  excess
                  of the Cut-off Date Balance over the aggregate initial Certificate
                  Principal Amounts of the Certificates. For each Distribution Date,
                  the X
                  Component of the Class X Certificates shall be entitled to the
                  X Component
                  Current Interest. Unpaid interest on the X Component of the Class
                  X
                  Certificates shall not itself bear interest. The S-X Component
                  of the
                  Class X Certificates shall represent an interest-only regular interest
                  in
                  REMIC 3 and shall represent beneficial ownership of the Supplemental
                  Interest Trust Account, including the Swap Agreement. For purposes
                  of the
                  REMIC Provisions, the C-X Component of the Class X Certificates
                  shall
                  represent beneficial ownership of the Interest Rate Cap Agreement.
                  For the
                  purposes of the REMIC Provisions, the Class X Certificates shall
                  also
                  represent beneficial ownership of (i) the Basis Risk Reserve Fund
                  and (ii)
                  an interest in certain notional principal contracts described in
                  Section
                  10.01 hereof.

              


      

       

      
        	
                (12)

              	
                The
                  Class X and Class C Certificates will each be issued in minimum
                  Percentage
                  Interests of 10% and increments of 1% thereafter. The Class R Certificate
                  will be issued as a single Certificate evidencing the entire Percentage
                  Interest in such Class.

              


      

       

      
        	
                (13)

              	
                Through
                  the distribution date in October 2012, the Class 1-AP Certificates
                  will be
                  entitled to receive the Prepayment Premiums paid by borrowers upon
                  voluntary full or partial prepayment of the Pool 1 Mortgage Loans.
                  Through
                  the distribution date in October 2012, the Class 2-AP Certificates
                  will be
                  entitled to receive the Prepayment Premiums paid by borrowers upon
                  voluntary full or partial prepayment of the Pool 2 Mortgage Loans
                  (except
                  for Prepayment Premiums with respect to the Mortgage Loans serviced
                  by
                  Countrywide Servicing, which will be retained by Countrywide Servicing).
                  

              


      

       

      
        	
                (14)

              	
                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 each
                  REMIC.

              


      

       

      
        	
                (15)

              	
                The
                  Class C Certificates will be issued without a Certificate Principal
                  Amount
                  and will not bear interest at a stated rate. The Class C Certificates
                  shall be entitled to receive all reinvestment income on amounts
                  on deposit
                  in the X Component Account and amounts on deposit in the X Component
                  Account on the Distribution Date as described herein as provided
                  in
                  Section 5.02(f).

              


      

       

      As
        of the
        Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
        of
        $544,789,037.44. 

       

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

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      


      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(d)(i).

       

      1-A1
        Margin:
        As
        defined in footnote (1) of the Preliminary Statement under the caption “The
        Certificates”.

       

      1-A2
        Margin:
        As
        defined in footnote (2) of the Preliminary Statement under the caption “The
        Certificates”.

       

      1-A3
        Margin:
        As
        defined in footnote (3) of the Preliminary Statement under the caption “The
        Certificates”.

       

      2-A1
        Margin:
        As
        defined in footnote (4) of the Preliminary Statement under the caption “The
        Certificates”.

       

      2-A2
        Margin:
        As
        defined in footnote (5) of the Preliminary Statement under the caption “The
        Certificates”.

       

      2-A3
        Margin:
        As
        defined in footnote (6) of the Preliminary Statement under the caption “The
        Certificates”.

       

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

       

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

       

      Accrual
        Period:
        For the
        LIBOR Certificates for each Distribution Date, the period beginning on the
        immediately preceding Distribution Date (or from September 25, 2007 in the
        case
        of the first Distribution Date) and ending on the day immediately preceding
        the
        related Distribution Date. The LIBOR Certificates shall accrue interest on
        the
        basis of a 360-day year and the actual number of days in each Accrual Period.
        For the Subordinate Certificates and the Notional Certificates, the calendar
        month immediately preceding the month in which the related Distribution Date
        occurs. The Subordinate Certificates and the Notional Certificates shall
        accrue
        interest on the basis of a 360-day year and twelve 30-day months. 

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      Act:
        As
        defined in Section 3.03(c)(i).

       

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

       

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

       

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

       

      Additional
        Termination Event:
        As
        defined in the Swap Agreement.

       

      Advance:
        An
        advance of the aggregate of payments of principal and interest (net of the
        applicable Servicing Fee) on one or more Mortgage Loans that were due on
        the Due
        Date in the related Collection Period and not received as of the close of
        business on the related Determination Date, required to be made by a Servicer
        or
        by the Master Servicer on behalf of a Servicer (or by the Trustee as successor
        master servicer) pursuant to Section 5.04.

       

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

       

      AF2
        Margin:
        As
        defined in footnote (8) of the Preliminary Statement under the caption “The
        Certificates.”

       

      AF2
        Net Funds Cap:
        For
        each Distribution Date, an annual rate equal to (a) a fraction, expressed
        as a
        percentage, the numerator of which is the sum of all current interest payable
        to
        the Class 1-A2 and Class 2-A2 Certificates for such Distribution Date and
        the
        denominator of which is the Class Principal Amount of the Class AF2 Certificates
        immediately prior to that Distribution Date multiplied by (b) 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. 

       

      AF3
        Margin:
        As
        defined in footnote (9) of the Preliminary Statement under the caption “The
        Certificates.”

       

      AF3
        Net Funds Cap:
        For
        each Distribution Date, an annual rate equal to (a) a fraction, expressed
        as a
        percentage, the numerator of which is the sum of all current interest payable
        to
        the Class 1-A3 and Class 2-A3 Certificates for such Distribution Date and
        the
        denominator of which is the Class Principal Amount of the Class AF3 Certificates
        immediately prior to that Distribution Date multiplied by (b) 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. 

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      Affected
        Party:
        As
        defined in the Swap Agreement.

       

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

       

      Aggregate
        Loan Balance:
        As of
        any Distribution Date, the total Scheduled Principal Balance of the Mortgage
        Loans included in Pool 1 and Pool 2 for that Distribution 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.

       

      Applicants:
        As
        defined in Section 8.02(b).

       

      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 and Subordinate
        Certificates after giving effect to all Realized Losses incurred with respect
        to
        the Mortgage Loans during the related Collection Period and distributions
        of
        principal on such Distribution Date, but before giving effect to any application
        of the Applied Loss Amount with respect to such date, exceeds (y) the Aggregate
        Loan Balance for such Distribution Date.

       

      Apportioned
        Principal Balance:
        For any
        Class of Subordinate Certificates for any Distribution Date, the Class Principal
        Amount of that Class immediately prior to that Distribution Date multiplied
        by a
        fraction, the numerator of which is the applicable Pool Subordinate Amount
        for
        that date and the denominator of which is the sum of the Pool Subordinate
        Amounts for each Mortgage Pool for that date.

       

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

       

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

       

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

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


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

       

      Authorized
        Officer:
        Not
        applicable.

       

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

       

      Balance
        Guaranteed Cap Agreement:
        Not
        applicable.

       

      Balance
        Guaranteed Cap Agreement Account:
        Not
        applicable.

       

      Balloon
        Mortgage Loan:
        Not
        applicable.

       

      Balloon
        Payment:
        Not
        applicable.

       

      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 excess, if any, of (A) the sum of (1)
        for
        any Class of Offered Certificates (other than the Class AX Certificates),
        any
        Basis Risk Shortfall for such Distribution Date not otherwise funded out
        of
        amounts received on the Interest Rate Cap Agreement (in the case of the Senior
        Certificates) and (2) any Unpaid Basis Risk Shortfall for such Distribution
        Date
        not otherwise funded out of amounts received on the Interest Rate Cap Agreement
        (in the case of the Senior Certificates) over (B) the amount of payments
        of
        Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls made to the Senior
        Certificates pursuant to Section 5.02(e)(v) for such Distribution Date;
        provided, however, that the amount of the Basis Risk Payment for any
        Distribution Date cannot exceed the amount of Monthly Excess Cashflow otherwise
        distributable in respect of the X Component of the Class X Certificates pursuant
        to Section 5.02(e) hereof on such Distribution Date (as determined under
        the
        definition of “X Component Distributable Amount” without regard to the Basis
        Risk Payment for such Distribution Date).

       

      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 and
        Subordinate Certificates, the amount by which (x) the amount of interest
        calculated at the Certificate Interest Rate applicable to such Class for
        such
        date, determined without regard to the applicable Net Funds Cap for such
        date,
        exceeds (y) the amount payable at the applicable Net Funds Cap.

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      Benefit
        Plan Opinion:
        Not
        applicable.

       

      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, the Offered
        Certificates and the Privately Offered Certificates constitute Book-Entry
        Certificates.

       

      Bulk
        PMI Policy:
        Not
        applicable.

       

      Business
        Day:
        Generally any day other than (i) a Saturday or Sunday, (ii) a day on which
        banking institutions in New York City, New York or, if other than New York
        City,
        the city in which the Corporate Trust Office of the Trustee is located and
        (iii)
        a day on which banks in Massachusetts, Minnesota, New York or Colorado (or,
        as
        to any Servicer, such other states as are specified in the applicable Servicing
        Agreement) are closed.

       

      C-X
        Component:
        The
        portion of the Class X Certificates representing the right to distributions
        to
        the Class X Certificates from the Interest Rate Cap Agreement.

       

      Cap
        Agreement:
        Not
        applicable.

       

      Cap
        Agreement Account:
        Not
        applicable.

       

      Cap
        Deferred Interest Amount:
        Not
        applicable.

       

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

       

      Cap
        Provider:
        HSBC
        Bank USA, National Association.

       

      Cap
        Termination Payment:
        Upon an
        optional termination pursuant to Section 7.01(b), any payment required to
        be
        made to the Cap Provider or by the Cap Provider to the Trustee pursuant to
        the
        terms of the Interest Rate Cap Agreement and any unpaid amounts due on previous
        Cap Payment Dates and accrued interest thereon as provided in the Interest
        Rate
        Cap Agreement, as calculated by the Cap Provider and furnished to the
        Trustee.

       

      Capitalized
        Interest Account:
        Not
        applicable.

       

      Capitalized
        Interest Amount:
        Not
        applicable.

       

      Carryforward
        Interest:
        With
        respect to any Distribution Date and any Class of LIBOR Certificates,
        Subordinate Certificates or Notional Certificates, the sum of (i) the amount,
        if
        any, by which (x) the sum of (A) Current Interest for such Class for the
        immediately preceding Distribution Date and (B) any unpaid Carryforward Interest
        for such Class from previous Distribution Dates exceeds (y) the amount
        distributed in respect of interest on such Class on such immediately preceding
        Distribution Date, and (ii) interest on such amount (other than, in the case
        of
        the Class AX Certificates, any portion of such amount resulting from Net
        Negative Amortization) for the related Accrual Period at the applicable
        Certificate Interest Rate. Carryforward Interest shall not include amounts
        attributable to an allocation of Net Negative Amortization (except in the
        case
        of the Class AX Certificates).

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      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
        Group:
        Not
        applicable.

       

      Certificate
        Interest Rate:
        With
        respect to each Class of Certificates and any Distribution Date, the applicable
        per annum rate set forth or described 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 Certificate (other than the Class X, Class C and Class R
        Certificates and any Notional Certificates) and any Distribution Date, the
        initial Certificate Principal Amount thereof on the Closing Date, less the
        amount of all principal distributions previously distributed with respect
        to
        such Certificate prior to such Distribution Date, and as reduced by any Applied
        Loss Amount previously allocated thereto, plus, in the case of any Negative
        Amortization Certificate, any Net Negative Amortization allocated thereto
        on
        previous Distribution Dates; provided, however, that on each Distribution
        Date
        on which a Subsequent Recovery is distributed, the Certificate Principal
        Amount
        of any Certificate that has been reduced by application of an Applied Loss
        Amount will be increased, in order of seniority, by an amount (to be applied
        pro
        rata
        to all
        Certificates of such Class) equal to the lesser of (1) any Deferred Amount
        for
        each such Class immediately prior to such date and (2) the total amount of
        any
        Subsequent Recovery distributed on such date to Certificateholders, after
        application (for this purpose) to more senior Classes of such Certificates.
        The
        Notional Certificates, Class X, Class C and Class R Certificates are issued
        without Certificate Principal Amounts.

       

      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(d)(iv).

       

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

       

      Class:
        All
        Certificates and, in the case of REMIC, all interests bearing the same Class
        designation.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      Class
        1-AP Reserve Fund:
        As
        defined in Section 5.07(a). 

       

      Class
        2-AP Reserve Fund:
        As
        defined in Section 5.07(a). 

       

      Class
        C Distributable Amount:
        For
        each Distribution Date on and prior to the Distribution Date occurring on
        the X
        Component Account Termination Date, an amount equal to the lesser of (a)
        aggregate investment earnings on the X Component Account for the related
        Collection Period and (b) the amount on deposit in the X Component Account
        on
        such Distribution Date, after taking into account any payments made from
        the X
        Component Account on such Distribution Date to the X Component of the Class
        X
        Certificates. On the Distribution Date occurring on the X Component Account
        Termination Date, an amount equal to the entire amount remaining on deposit
        in
        the X Component Account after making the payments set forth in the preceding
        sentence.

       

      Class
        C Mortgage Loan:
        Any
        Mortgage Loan which has become a Liquidated Mortgage Loan on or prior to
        the
        Collection Period ending on March 1, 2010.

       

      Class
        CX Excess Cap Amount:
        Not
        applicable.

       

      Class
        I Shortfalls:
        As
        defined in Section 10.01(n) hereof.

       

      Class
        Notional Amount:
        With
        respect to the Class AX Certificates for any Distribution Date, the excess,
        if
        any, of (i) the aggregate Class Principal Amounts of the Senior Certificates
        (other than the Exchangeable Certificates and the Class AX Certificates)
        immediately prior to such Distribution Date over (ii) the amount set forth
        on
        Annex F of the prospectus supplement for such Distribution Date. The initial
        Class Notional Amount of the Class AX Certificates is equal to $155,245,643.
        

       

      Class
        P Certificate:
        Any
        Class 1-AP or Class 2-AP Certificate.

       

      Class
        P Reserve Funds:
        The
        Class 1-AP Reserve Fund and the Class 2-AP Reserve Fund.

       

      Class
        P Interest:
        Not
        applicable.

       

      Class
        P Principal Amount:
        Not
        applicable.

       

      Class
        Principal Amount:
        With
        respect to each Class of Certificates other than the Class R, Class C and
        Class
        X Certificates and any Notional Certificates, the aggregate of the Certificate
        Principal Amounts (or related Percentage Interest therein aggregating to
        100%)
        of all Certificates of such Class at the date of determination. With respect
        to
        the Class R, Class C and Class X Certificates and any Notional Certificates,
        zero.

       

      Class
        R Certificate:
        The
        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 residual interest in each REMIC created
        hereunder.

       

      Class
        X Account:
        Not
        applicable.

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      Class
        X Account Termination Date:
        Not
        applicable.

       

      Class
        X Current Interest:
        Not
        applicable.

       

      Class
        X Distributable Amount:
        Not
        applicable.

       

      Class
        X Interest Rate:
        Not
        applicable.

       

      Class
        X Notional Balance:
        Not
        applicable.

       

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

       

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

       

      Clearstream:
        Clearstream Banking Luxembourg, and any successor thereto.

       

      Closing
        Date:
        September 28, 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.

       

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

       

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

       

      Combination
        Group:
        Any
        combination(s) of Exchange Certificates set forth on Appendix A to the Exchange
        Trust Agreement.

       

      Commission:
        The
        Securities and Exchange Commission.

       

      Compensating
        Interest Payment:
        With
        respect to any Distribution Date and prepayments in full or in part, an amount
        equal to the aggregate amount of any Prepayment Interest Shortfalls with
        respect
        to such Distribution Date required to be paid by a Servicer up to an amount
        equal to the aggregate of the Servicing Fees received on the Mortgage Loans
        serviced by it. The Master Servicer shall not be responsible for making any
        Compensating Interest Payment

       

      Component:
        Not
        applicable.

       

      Component
        Interest Rate:
        Not
        applicable.

       

      Component
        Notional Amount:
        Not
        applicable.

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      Conventional
        Loan:
        Not
        applicable.

       

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

       

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

       

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

       

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

       

      Cooperative
        Shares:
        Shares
        issued by a Cooperative Corporation.

       

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

       

      Corporate
        Trust Office:
        The
        principal corporate trust office of the Trustee is located at U.S. Bank National
        Association, One Federal Street, 3rd Floor, Boston, M.A. 02110, Attention:
        LXS
        2007-18N.

       

      Corresponding
        Class:
        The
        Class of Certificates that corresponds to a Class of Lower Tier Interests
        in
        REMIC 1 and as described in the Preliminary Statement.

       

      Countrywide
        Servicing:
        Countrywide Home Loans Servicing LP.

       

      Coupon
        Strip:
        Not
        applicable.

       

      Coupon
        Strip Adjusted Net WAC:
        Not
        applicable.

       

      Coupon
        Strip Rate:
        Not
        applicable.

       

      Credit
        Score:
        Not
        applicable.

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      Cumulative
        Loss Trigger Event:
        With
        respect to any Distribution Date, a Cumulative Loss Trigger Event will have
        occurred 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

              
	 	 
	
                October
                  2010 through September 2011

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

              
	 	 
	
                October
                  2011 through September 2012

              	
                1.40%
                  for the first month plus an additional 1/12 of 0.60% for each month
                  thereafter.

              
	 	 
	
                October
                  2012 through September 2013

              	
                2.00%
                  for the first month plus an additional 1/12 of 0.50% for each month
                  thereafter.

              
	 	 
	
                October
                  2013 and thereafter

              	
                2.50%.

              


      

      


      Current
        Interest:
        With
        respect to any Class of LIBOR Certificates, Subordinate Certificates or Notional
        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 or Class Notional Amount of such Class immediately
        prior to such Distribution Date minus the Net Negative Amortization, if any,
        allocated to that Class for that Distribution Date in accordance with Section
        5.02.

       

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

       

      Custodial
        Agreement:
        Each
        custodial agreement attached as Exhibit K hereto and any custodial agreement
        subsequently executed by the Trustee and acknowledged by the Master Servicer
        substantially in the form thereof.

       

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

       

      Cut-off
        Date:
        With
        respect to all Mortgage Loans, September 1, 2007.

       

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

       

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

       


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      Defaulting
        Party:
        As
        defined in the Swap Agreement.

       

      Deferred
        Amount:
        For
        each Distribution Date and for each Class of LIBOR Certificates and Subordinate
        Certificates, the sum of (A) 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
        distributed in reimbursement thereof and (2) the amount by which the Class
        Principal Amount of such Class has been increased due to any Subsequent Recovery
        and (B) for the Senior Certificates only, interest accrued on the related
        amount
        calculated under clause (A).

       

      Deferred
        Interest Cap Account:
        Not
        applicable.

       

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

       

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

       

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

       

      Delinquency
        Event:
        With
        respect to any Distribution Date, a “Delinquency Event” shall occur if the
        Rolling Three Month Delinquency Rate as of the last day of the immediately
        preceding month equals or exceeds, for Distribution Dates prior to October
        2013,
        33.35%, and, for Distribution Dates during or after October 2013, 40.00%
        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 all
        Mortgage Loans that are 60 or more days Delinquent (including all foreclosures,
        bankruptcies and REO Properties) as of the close of business on the last
        day of
        such month, and the denominator of which is the Aggregate Loan Balance as
        of the
        close of business on the last day of such month.

       

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

       


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      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.

       

      Distressed
        Mortgage Loan:
        Any
        Mortgage Loan that at the date of determination is Delinquent in payment
        for a
        period of more than 90 days or more without giving effect to any grace period
        permitted by the relevant Mortgage Note or for which the Servicer 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 October 2007.

       

      DTC:
        As
        defined in Section 3.01(c).

       

      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 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, any NIMS Insurer 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;

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


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

       

      (iv) securities
        bearing interest or sold at a discount issued by any corporation incorporated
        under the laws of the United States of America or any state thereof which
        have a
        credit rating from each Rating Agency, at the time of investment or the
        contractual commitment providing for such investment, at least equal to one
        of
        the two highest short term credit rating categories of each Rating Agency
        (or
        the highest short term credit rating of each rating agency, with respect
        to the
        X Component Account); 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 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

       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      (viii) any
        other
        demand, money market, common trust fund or time deposit or obligation, or
        interest bearing or other security or investment (including those managed
        or
        advised by the Trustee or any Affiliate thereof) (A) rated in the highest
        rating
        category by each Rating Agency or (B) that would not adversely affect the
        then
        current rating assigned by each Rating Agency of any of the Certificates
        or the
        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, in its capacity other than as Trustee, the
        Master Servicer or an affiliate thereof serves as an investment advisor,
        administrator, shareholder, servicing agent, and/or custodian or subcustodian,
        notwithstanding that (x) U.S. Bank National Association, the Trustee, the
        Master
        Servicer or any affiliate thereof charges and collects fees and expenses
        from
        such funds for services rendered, (y) U.S. Bank National Association, the
        Trustee, the Master Servicer, or any affiliate thereof charges and collects
        fees
        and expenses for services rendered pursuant to this Agreement, and (z) services
        performed for such funds and pursuant to this Agreement may converge at any
        time. U.S. Bank National Association or an affiliate thereof is hereby
        authorized to charge and collect from the Trust Fund such fees as are collected
        from all investors in such funds for services rendered to such funds (but
        not to
        exceed investment earnings thereon);

       

      provided,
        however, that no such instrument shall be an Eligible Investment if such
        instrument evidences either (i) a right to receive only interest payments
        with
        respect to the obligations underlying such instrument, or (ii) both principal
        and interest payments derived from obligations underlying such instrument
        and
        the principal and interest payments with respect to such instrument provide
        a
        yield to maturity of greater than 120% of the yield to maturity at par of
        such
        underlying obligations, and provided further that in order to be an Eligible
        Investment any such investment must 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 would satisfy
        the requirements of the Underwriter’s Exemption, except, in relevant part, for
        the requirement that the certificates have received a rating at the time
        of
        acquisition that is in one of the two highest generic rating categories by
        at
        least one of the Rating Agencies.

       

      ERISA-Restricted
        Certificate:
        Any
        Subordinate, Class P, Class X or Class C Certificate and any other Certificate
        as long as the acquisition and holding of such other Certificate is not covered
        by and exempt under the Underwriter’s Exemption.

       

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

       

      Escrow
        Account:
        As
        defined in Section 9.06(a).

       


      
        
          
          

        

        
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      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).

       

      Excess
        Interest:
        On any
        Distribution Date, for each Class of LIBOR Certificates (other than the
        Exchangeable Certificates) and Subordinate Certificates, the excess, if
        any, of (1) the amount of interest such Class of Certificates is entitled
        to
        receive on such Distribution Date over (2) the amount of interest such Class
        of
        Certificates would have been entitled to receive on such Distribution Date
        at an
        interest rate equal to the applicable REMIC Pass-Through Rate. On any
        Distribution Date, for the Class AX Certificates, the excess, if any, of
        (1) the
        amount of interest such Class of Certificates is entitled to receive on such
        Distribution Date over (2) the amount of interest attributable to accruals
        on
        the Class LT3-AX Interest.

       

      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.

       

      Exchange
        Class
        or Exchange
        Certificates:
        The Classes of Certificates identified as such, and issued under, the Exchange
        Trust Agreement.

       

      Exchangeable
        Classes
        or Exchangeable
        Certificates:
        The
        Classes of Certificates identified as such, and issued under, the Exchange
        Trust
        Agreement.

       

      Exchange
        Trust Agreement:
        The
        Exchange Trust Agreement dated as of September 1, 2007, entered into by and
        among the Depositor and the Trustee for the issuance of the Exchange and
        Exchangeable Certificates, a form of which is attached hereto as Exhibit
        L.

       

      Exchange
        Trustee:
        U.S.
        Bank National Association, in its capacity as trustee under the Exchange
        Trust
        Agreement.

       

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

       

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

       

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

       

      Final
        Maturity Reserve Account:
        Not
        applicable.

       

      Final
        Scheduled Distribution Date:
        October
        2037 or, in the case of the Class AX Certificates, September 2012.

       

      Financial
        Intermediary:
        Not
        applicable.

       


      
        
          
          

        

        
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      Fitch:
        Fitch
        Ratings, or any successor in interest.

       

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

       

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

       

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

       

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

       

      Grantor
        Trust:
        Each of
        the “grantor trusts” (within the meaning of the Grantor Trust Provisions)
        described in Section 10.01 herein.

       

      Grantor
        Trust Provisions:
        Subpart
        E of Subchapter J of the Code, including Treasury regulation section
        301.7701-4(c)(2).

       

      Guaranteed
        Certificates:
        Not
        applicable.

       

      Guaranteed
        Distribution:
        Not
        applicable.

       

      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, a Servicer, the Cap Provider
        or any Affiliate thereof shall be deemed not to be outstanding in determining
        whether the requisite percentage necessary to effect any such consent has
        been
        obtained, except that, in determining whether the Trustee and any NIMS Insurer
        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, any Servicer or the
        Cap
        Provider, in determining whether any Certificates are registered to an Affiliate
        of the Depositor, the Master Servicer, such Servicer or the Cap Provider,
        respectively.

       

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

       

      Indenture:
        An
        indenture relating to the issuance of notes secured by the Class X or Class
        P
        Certificates (or any portion thereof) which may or may not be guaranteed
        by a
        NIMS Insurer.

       

      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, and (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.

       


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      Initial
        LIBOR Rate:
        5.13%
        per annum.

       

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

       

      Insurance
        Fee Rate:
        Not
        applicable.

       

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

       

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

       

      Interest
        Rate Cap Account:
        The
        account described in Section 5.02(h) hereof.

       

      Interest
        Rate Cap Agreement:
        The
        Interest Rate Cap Agreement dated as of September 28, 2007, entered into
        between
        the Trustee on behalf of the Trust Fund (for the benefit of the holders of
        the
        Senior Certificates) and the Cap Provider, which agreement provides for the
        monthly payment, commencing on the Distribution Date in October 2010 and
        terminating on the Distribution Date in September 2012, by the Cap Provider,
        but
        subject to the conditions set forth therein, together with the confirmation
        and
        schedules relating thereto, each of which is attached hereto as Exhibit O.
        The
        Cap Provider will be obligated to pay to the Trust Fund at least one Business
        Day prior to each Distribution Date, commencing with the Distribution Date
        in
        October 2010 and ending with the Distribution Date in September 2012, one
        month’s interest calculated at an annual rate equal to the excess, if any, of
        LIBOR over 6.75% based on a calculated notional amount as described in the
        Interest Rate Cap Agreement, multiplied by the actual number of days in the
        Accrual Period (treating, solely for purposes of such calculation, the initial
        Accrual Period as beginning on the Closing Date and ending on the day
        immediately preceding the initial Distribution Date), and divided by
        360.

       

      Interest
        Remittance Amount:
        With
        respect to any Distribution Date and either Mortgage Pool, an amount equal
        to
        (a) the sum of (1) all interest collected (other than in connection with
        Payaheads and Prepayment Premiums) or advanced in respect of Scheduled Payments
        on the related Mortgage Loans during the related Collection Period by any
        Servicer, the Master Servicer or the Trustee (solely in its capacity as
        successor master servicer) minus (x) the applicable Servicing Fee with respect
        to such Mortgage Loans and (y) previously unreimbursed Advances and other
        amounts due to any Servicer, the Master Servicer or the Trustee (solely in
        its
        capacity as successor master servicer), to the extent allocable to interest
        and
        the allocable portion of previously unreimbursed Servicing Advances with
        respect
        to the related Mortgage Loans, (2) any Compensating Interest Payments with
        respect to the related Mortgage Loans with respect to the related Prepayment
        Period, (3) the portion of any Purchase Price or Substitution Amount paid
        with
        respect to such related Mortgage Loans during the related Prepayment Period
        allocable to interest and (4) all Net Liquidation Proceeds, Insurance Proceeds
        and any other recoveries collected with respect to the related Mortgage Loans
        during the related Prepayment Period, to the extent allocable to interest,
        as
        reduced by (b) the amount of other costs, expenses or liabilities related
        to
        such Mortgage Pool and reimbursable to the Master Servicer, any Servicer,
        any
        Custodians pursuant to the applicable Custodial Agreement or the Trustee
        and as
        increased by (c) the lesser of (1) the aggregate amount set forth in clauses
        (a)
        (1) through (5) of the definition of Principal Remittance Amount with respect
        to
        the Mortgage Loans in such Mortgage Pool for such Distribution Date and (2)
        the
        aggregate amount of Negative Amortization with respect to the Mortgage Loans
        in
        such Mortgage Pool during the related Collection Period.

       


      
        
          
          

        

        
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      Intervening
        Assignment:
        As
        defined in Section 2.01(b)(vi).

       

      IRS:
        The
        Internal Revenue Service.

       

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

       

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

       

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

       

      If
        on
        such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
        appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
        Telerate Page 3750 is not available on such date, the Trustee will obtain
        such
        rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.” If such rate is
        not published for such LIBOR Determination Date, LIBOR for such date will
        be the
        most recently published Interest Settlement Rate. In the event that the BBA
        no
        longer sets an Interest Settlement Rate, the Trustee will designate an
        alternative index that has performed, or that the Trustee expects to perform,
        in
        a manner substantially similar to the BBA’s Interest Settlement Rate. The
        Trustee will select a particular index as the alternative index only if it
        receives an Opinion of Counsel (a copy of which shall be furnished to 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.

       

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

       

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

       


      
        
          
          

        

        
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      LIBOR
        Certificate:
        Any
        Offered Certificate (other than the Notional Certificates and Subordinate
        Certificates).

       

      LIBOR
        Determination Date:
        The
        second LIBOR Business Day immediately preceding the commencement of each
        Accrual
        Period (other than the first Accrual Period) for any LIBOR Certificates or
        Notional Certificates.

       

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

       

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

       

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

       

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

       

      Lower
        Tier Interest:
        Any of
        the SWAP REMIC Interests, REMIC 1 Interests and REMIC 2 Interests.

       

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

       

      M1
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) (x) for each distribution prior to the Distribution Date in
        October 2013, 84.38% and (y) thereafter, 87.50% and (ii) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period immediately prior to such Distribution Date and (b) the
        amount, if any, by which (1) the Aggregate Loan 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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      M2
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Exchangeable Certificates) and
        the
        Class M1 Certificates, in each case after giving effect to distributions
        on such
        Distribution Date and after the allocation of Net Negative Amortization,
        if any,
        for each Distribution Date, and (ii) the Class Principal Amount of the Class
        M2
        Certificates after the allocation of Net Negative Amortization, if any, for
        such
        Distribution Date and immediately prior to such Distribution Date exceeds
        (y)
        the M2 Target Amount.

       

      M2
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) (x) for each distribution prior to the Distribution Date in
        October 2013, 87.25% and (y) thereafter, 89.80% and (ii) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period immediately prior to such Distribution Date and (b) the
        amount, if any, by which (1) the Aggregate Loan 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:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Exchangeable Certificates) and
        the
        Class M1 and Class M2 Certificates, in each case after giving effect to
        distributions on such Distribution Date and after the allocation of Net Negative
        Amortization, if any, for each Distribution Date, and (ii) the Class Principal
        Amount of the Class M3 Certificates after the allocation of Net Negative
        Amortization, if any, for such Distribution Date and immediately prior to
        such
        Distribution Date exceeds (y) the M3 Target Amount.

       

      M3
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) (x) for each distribution prior to the Distribution Date in
        October 2013, 88.88% and (y) thereafter, 91.10% and (ii) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period immediately prior to such Distribution Date and (b) the
        amount, if any, by which (1) the Aggregate Loan 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:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Exchangeable Certificates) and
        the
        Class M1, Class M2 and Class M3 Certificates, in each case after giving effect
        to distributions on such Distribution Date and after the allocation of Net
        Negative Amortization, if any, for each Distribution Date, and (ii) the Class
        Principal Amount of the Class M4 Certificates after the allocation of Net
        Negative Amortization, if any, for such Distribution Date and immediately
        prior
        to such Distribution Date exceeds (y) the M4 Target Amount.

       


      
        
          
          

        

        
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      M4
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) (x) for each distribution prior to the Distribution Date in
        October 2013, 90.38% and (y) thereafter, 92.30% and (ii) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period immediately prior to such Distribution Date and (b) the
        amount, if any, by which (1) the Aggregate Loan 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:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Exchangeable 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 after the
        allocation of Net Negative Amortization, if any, for each Distribution Date,
        and
        (ii) the Class Principal Amount of the Class M5 Certificates after the
        allocation of Net Negative Amortization, if any, for such Distribution Date
        and
        immediately prior to such Distribution Date exceeds (y) the M5 Target
        Amount.

       

      M5
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) (x) for each distribution prior to the Distribution Date in
        October 2013, 91.63% and (y) thereafter, 93.30% and (ii) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period immediately prior to such Distribution Date and (b) the
        amount, if any, by which (1) the Aggregate Loan 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:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Exchangeable 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 after
        the
        allocation of Net Negative Amortization, if any, for each Distribution Date,
        and
        (ii) the Class Principal Amount of the Class M6 Certificates after the
        allocation of Net Negative Amortization, if any, for such Distribution Date
        and
        immediately prior to such Distribution Date exceeds (y) the M6 Target
        Amount.

       

      M6
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) (x) for each distribution prior to the Distribution Date in
        October 2013, 92.88% and (y) thereafter, 94.30% and (ii) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period immediately prior to such Distribution Date and (b) the
        amount, if any, by which (1) the Aggregate Loan 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:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Exchangeable 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
        after the allocation of Net Negative Amortization, if any, for each Distribution
        Date, and (ii) the Class Principal Amount of the Class M7 Certificates after
        the
        allocation of Net Negative Amortization, if any, for such Distribution Date
        and
        immediately prior to such Distribution Date exceeds (y) the M7 Target
        Amount.

       


      
        
          
          

        

        
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      M7
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) (x) for each distribution prior to the Distribution Date in
        October 2013, 94.38% and (y) thereafter, 95.50% and (ii) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period immediately prior to such Distribution Date and (b) the
        amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period exceeds
        (2)
        the Overcollateralization Floor.

       

      M8
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Senior Certificates (other than the Exchangeable 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 after the allocation of Net Negative Amortization,
        if any,
        for each Distribution Date, and (ii) the Class Principal Amount of the Class
        M8
        Certificates after the allocation of Net Negative Amortization, if any, for
        such
        Distribution Date and immediately prior to such Distribution Date exceeds
        (y)
        the M8 Target Amount.

       

      M8
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) (x) for each distribution prior to the Distribution Date in
        October 2013, 95.63% and (y) thereafter, 96.50% and (ii) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period immediately prior to such Distribution Date and (b) the
        amount, if any, by which (1) the Aggregate Loan 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
        Servicing Fee:
        As to
        any Distribution Date, an amount equal to one-twelfth the product of (a)
        the
        Master Servicing Fee Rate and (b) the outstanding principal balance of each
        Mortgage Loan.

       

      Master
        Servicing Fee Rate:
        0.00%
        per annum.

       

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

       

      Maximum
        Rate:
        For any
        Mortgage Loan, the rate specified in the related Mortgage Note that the related
        mortgage rate will never exceed.

       


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      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:
        With
        respect to any Distribution Date, the sum of (x) the Monthly Excess Interest
        for
        such date, (y) Overcollateralization Release Amount for such date and (z)
        that
        portion, if any, of the Principal Distribution Amount for such date available
        for distribution pursuant to Section 5.02(c)(i)(A)(6), Section 5.02(c)(i)(B)(6)
        or Section 5.02(c)(ii)(L) hereof.

       

      Monthly
        Excess Interest:
        With
        respect to any Distribution Date, that portion, if any, of the Interest
        Remittance Amount available for distribution pursuant to Section 5.02(b)(iv)
        hereof 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:
        As
        defined in Section 2.01(b). 

       

      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 September 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 Mortgagor’s name; (iii) the street address of the Mortgaged Property
        including the city, state and zip code; (iv) the original principal amount
        of
        the Mortgage Loan; (v) the Mortgage Rate at origination; (vi) the monthly
        payment of principal and interest at origination; (vii) the Seller of such
        Mortgage Loan to the Depositor; (viii) the Servicer servicing such Mortgage
        Loan
        and the applicable Servicing Fee Rate; (ix) the applicable prepayment premium,
        if any, and the method of calculation and (x) the Custodian with respect
        to the
        Mortgage File related to such Mortgage Loan. The Depositor shall be responsible
        for providing the Trustee and the Master Servicer with all amendments to
        the
        Mortgage Loan Schedule.

       

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

       


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


      Mortgage
        Pool:
        Either
        of Pool 1 or Pool 2.

       

      Mortgage
        Rate:
        As to
        any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage
        Loan, determined under in 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.

       

      Negative
        Amortization:
        With
        respect to each Distribution Date, the amount of interest on the Mortgage
        Loans
        that the related Mortgagors are not obligated to pay as interest (and which
        shall be added to the Scheduled Principal Balance of each such Mortgage Loan)
        due to the negative amortization feature of such Mortgage Loans, in each
        case
        during the related Collection Period.

       

      Negative
        Amortization Certificate:
        Any
        Certificate (other than a Class R Certificate or Notional
        Certificate).

       

      Net
        Funds Cap:
        Any of
        the Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap or the Subordinate Net
        Funds
        Cap.

       

      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
        applicable Servicing Fee Rate and any mortgage insurance premium rate, as
        applicable.

       

      Net
        Negative Amortization:
        With
        respect to any Distribution Date and each Mortgage Pool, the excess, if any,
        of
        (i) the Negative Amortization with respect to all Mortgage Loans in such
        Mortgage Pool for the calendar month prior to that Distribution Date, over
        (ii)
        the aggregate amount of all scheduled monthly principal payments received
        with
        respect to all Mortgage Loans in such Mortgage Pool during the related
        Collection Period, prepayments in full and partial prepayments received with
        respect to all Mortgage Loans in such Mortgage Pool during the related
        Prepayment Period (including principal received in connection with the
        repurchase of a Mortgage Loan from the Trust Fund and all other principal
        received other than scheduled monthly payments) and recoveries in respect
        of the
        Mortgage Loans in such Mortgage Pool received during the related Prepayment
        Period. 

       

      Net
        Prepayment Interest Shortfall:
        With
        respect to any Deposit Date and any Class of Certificates, the excess, if
        any,
        of any Prepayment Interest Shortfalls with respect to the Mortgage Loans
        in a
        Mortgage Pool for such date over (i) any Prepayment Interest Excess with
        respect
        to such Mortgage Loans for such date, if any, and (ii) any amounts paid with
        respect to such shortfalls by a Servicer pursuant to the applicable Servicing
        Agreement or by the Master Servicer.

       


      
        
          
          

        

        
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      Net
        Rate:
        Not
        applicable.

       

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

       

      Net
        WAC:
        With
        respect to any Distribution Date, an annual rate equal to (a) a fraction,
        expressed as a percentage, the numerator of which is the product of (x) the
        aggregate Optimal Interest Remittance Amount for Pool 1 and Pool 2 for such
        Distribution Date and (y) 12, and the denominator of which is the aggregate
        Pool
        Balances for such Mortgage Pools as of the first day of the related Collection
        Period (not including for this purpose Mortgage Loans for which prepayments
        in
        full have been received and distributed in the month prior to that Distribution
        Date) multiplied by (b) 30 and divided by (c) the actual number of days in
        the
        related Accrual Period.

       

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

       

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

       

      NIMS
        Agreement:
        Not
        applicable.

       

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

       

      Non-Book-Entry
        Certificate:
        Not
        applicable.

       

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

       

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

       

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

       

      Nonpayment:
        Not
        applicable.

       

      Notional
        Amount:
        Not
        applicable.

       

      Notional
        Certificate:
        Any
        Class AX Certificate.

       


      
        
          
          

        

        
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      Offered
        Certificates:
        Collectively, the Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A1, Class 2-A2,
        Class 2-A3, Class AF2, Class AF3, Class AX, Class M1, Class M2, Class M3,
        Class
        M4, Class M5, Class M6, Class M7 and Class M8 Certificates.

       

      Offered
        Subordinate Certificates:
        Not
        applicable.

       

      Offering
        Document:
        Either
        of the private placement memorandum, dated September 28, 2007, relating to
        the
        Privately Offered Certificates or the Prospectus.

       

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

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, reasonably acceptable in form and substance to
        the
        Trustee, and who may be in house or outside counsel to the Depositor, the
        Master
        Servicer or the Servicer 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 Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”), or the taxation,
        or the federal income tax status, of each REMIC.

       

      Optimal
        Interest Remittance Amount:
        With
        respect to each Mortgage Pool for each Distribution Date, the product of
        (A) (x)
        the weighted average of the Net Mortgage Rates for the Mortgage Loans in
        such
        Mortgage Pool (based on their Scheduled Principal Balances as of the first
        day
        of the related Collection Period) divided by (y) 12 and (B) the Pool Balance
        for
        such Mortgage Pool 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).

       

      Original
        Loan-to-Value Ratio:
        Not
        applicable.

       

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

       

      Overcollateralization
        Amount:
        With
        respect to any Distribution Date, the amount, if any, by which (x) the Aggregate
        Loan Balance for such Distribution Date determined as of the last day of
        the
        related Collection Period exceeds (y) the aggregate Class Principal Amount
        of
        the LIBOR Certificates (other than the Exchangeable Certificates) and
        Subordinate 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
        aggregate Certificate Principal Amount of the LIBOR Certificates and Subordinate
        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.

       


      
        
          
          

        

        
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      Overcollateralization
        Floor:
        With
        respect to any Distribution Date, $2,723,945 (0.50% of the Cut-off Date
        Balance).

       

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

       

      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 Certificate other than the
        Class
        X, Class C, Class P and Class R Certificates, the Percentage Interest evidenced
        thereby shall equal the initial Certificate Principal Amount thereof divided
        by
        the initial Class Principal Amount of all Certificates of the same Class.
        With
        respect to the Class X, Class C, Class P 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 a Servicing Agreement pursuant to Section 11.03(a)(iii) hereunder
        in connection with any servicing transfer or transfer of any servicing
        rights.

       

      Permitted
        Transferee:
        As
        defined in Section 3.03(f).

       

      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.

       

      Placement
        Agent:
        Lehman
        Brothers Inc.

       

      Plan:
        As
        defined in Section 3.03(d).

       

      Plan
        Asset Regulations:
        Not
        applicable.

       

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

       


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      Pool
        1
        Mortgage Loan:
        A
        Mortgage in Pool 1 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 Pool 1 Mortgage Loan listed on the Mortgage Loan
        Schedule, as amended from time to time.

       

      Pool
        1
        Net Funds Cap:
        With
        respect to any Distribution Date, an annual rate equal to (a) a fraction,
        expressed as a percentage, the numerator of which is the product of (1) the
        excess, if any, of (x) the Optimal Interest Remittance Amount for such
        Distribution Date for Pool 1 over (y) 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 due date allocable to Pool 1 (based on the
        applicable Swap Allocation Percentage) and (2) 12, and the denominator of
        which
        is the Pool Balance of Pool 1 as of the first day of the related Collection
        Period (not including for this purpose Mortgage Loans for which prepayments
        in
        full have been received and distributed in the month prior to that Distribution
        Date), multiplied by (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
        Senior Certificates:
        The
        Class 1-A1, Class 1-A2 and Class 1-A3 Certificates.

       

      Pool
        1
        Senior Priority:
        For the
        Pool 1 Senior Certificates, sequentially
        in the
        following order: (i) up to the amount of any Net Negative Amortization
        previously allocated to such Certificates and not repaid, to the Pool 1 Senior
        Certificates pro
        rata
        based on
        the amount of such unpaid prior allocations of Net Negative Amortization
        to each
        class thereof and (ii) pro
        rata,
        to the
        Pool 1 Senior Certificates.

       

      Pool
        1
        Swap Allocation Payment Amount:
        Beginning with the Distribution Date in November 2007 and ending on the
        Distribution Date in September 2012, the product of (i) the Swap Allocation
        Percentage for Pool 1 and (ii) Net Swap Payment or Swap Termination Payment
        for
        such Distribution Date. After the Distribution Date in September 2012, the
        Pool
        1 Swap Allocation Payment Amount will be equal to zero.

       

      Pool
        1-2 Net Rate:
        The per
        annum rate set forth in footnote 1 to the description of REMIC 1 in the
        Preliminary Statement hereto (such rate being based on the weighted average
        of
        the interest rates on the SWAP REMIC Regular Interests as adjusted and as
        set
        forth in such footnote).

       

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

       

      Pool
        2
        Mortgage Loan:
        A
        Mortgage in Pool 2 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 Pool 2 Mortgage Loan listed on the Mortgage Loan
        Schedule, as amended from time to time.

       

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

       


      
        
          
          

        

        
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      Pool
        2
        Senior Certificates:
        The
        Class 2-A1, Class 2-A2 and Class 2-A3 Certificates.

       

      Pool
        2
        Senior Priority:
        For the
        Pool 2 Senior Certificates, sequentially in the following order: (i) up to
        the
        amount of any Net Negative Amortization previously allocated to such
        Certificates and not repaid, to the Pool 2 Senior Certificates pro rata based
        on
        the amount of such unpaid prior allocations of Net Negative Amortization
        to each
        class thereof and (ii) pro rata, to the Pool 2 Senior Certificates.

       

      Pool
        2
        Swap Allocation Payment Amount:
        Beginning with the Distribution Date in November 2007 and ending on the
        Distribution Date in September 2012, the Pool 2 Swap Allocation Payment Amount
        will be equal to the product of (i) the Swap Allocation Percentage for Pool
        2
        and (ii) Net Swap Payment or Swap Termination Payment for such Distribution
        Date. After the Distribution Date in September 2012, the Pool 2 Swap Allocation
        Payment Amount will be equal to zero.

       

      Pool
        Assets:
        As
        defined in Section 7.01(b).

       

      Pool
        Balance:
        As to
        each Mortgage Pool and any Distribution Date or the Cut-off Date, the sum
        of the
        Scheduled Principal Balances of the Mortgage Loans included in such Mortgage
        Pool for that date.

       

      Pool
        Percentage:
        Not
        applicable.

       

      Pool
        Subordinate Amount:
        With
        respect to either Mortgage Pool and any Distribution Date, the excess of
        the
        Pool Balance for such Mortgage Pool for the immediately preceding Distribution
        Date (or on the Cut-off Date in the case of the first Distribution Date)
        over
        the aggregate Class Principal Amount of the related Senior Certificates (other
        than the Exchangeable Certificates) immediately prior to the related
        Distribution Date.

       

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

       

      Prepayment
        Interest Shortfall:
        With
        respect to any Distribution Date and any Principal Prepayment, the difference
        between (i) one full month’s interest at the applicable Net Mortgage Rate (after
        giving effect to any applicable Relief Act Reduction) on the outstanding
        principal balance of such Mortgage Loan immediately prior to such prepayment
        and
        (ii) the amount of interest actually received with respect to such Mortgage
        Loan
        in connection with such Principal Prepayment.

       


      
        
          
          

        

        
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      Prepayment
        Period:
        With
        respect to any Distribution Date and (i) any Principal Prepayment in part
        received by Aurora, the calendar month immediately preceding the month in
        which
        such Distribution Date occurs; (ii) any Principal Prepayments in full for
        Mortgage Loans serviced by Aurora, the seventeenth day (or, in the case of
        the
        first Distribution Date, the 1st
        day) of
        the calendar month immediately preceding the month in which such Distribution
        Date occurs through the sixteenth day of the calendar month in which such
        Distribution Date occurs; and (iii) any Principal Prepayments in full or
        in part
        for Countrywide Servicing, the 2nd day of the calendar month immediately
        preceding the month in which such Distribution Date occurs through the first
        day
        of the calendar month in which such Distribution Date occurs.

       

      Prepayment
        Premiums:
        With
        respect to any Distribution Date, all premiums or charges paid by the obligors
        under the related Mortgage Notes due to Principal Prepayments and required
        to be
        remitted to the Custodial Accounts pursuant to the Servicing Agreements and
        are
        remitted to the Collection Account during the immediately preceding Prepayment
        Period, if any.

       

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

       

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

       

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

       

      Principal
        Prepayment:
        Any
        Mortgagor payment of principal 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 applicable
        Servicing Agreement.

       

      Principal
        Remittance Amount:
        With
        respect to each Mortgage Pool and any Distribution Date, an amount equal
        to (a)
        the sum of (1) all principal collected (other than in connection with Payaheads)
        or advanced in respect of Scheduled Payments on the Mortgage Loans in such
        Mortgage Pool during the related Collection Period whether by a Servicer,
        the
        Master Servicer or the Trustee in its capacity as successor master servicer
        (less unreimbursed Advances due to the Master Servicer, the applicable Servicer
        or the Trustee, in its capacity as successor master servicer, with respect
        to
        the related Mortgage Loans, to the extent allocable to principal, and any
        unreimbursed Servicing Advances), (2) all Principal Prepayments in full or
        in
        part received during the related Prepayment Period with respect to the Mortgage
        Loans in such Mortgage Pool, (3) the outstanding principal balance of each
        Mortgage Loan in such Mortgage Pool that was repurchased by the Seller or
        the
        related Transferor during the related Prepayment Period or any NIMS Insurer
        (in
        the case of certain Mortgage Loans 90 days or more delinquent), (4) the
        principal portion of any Substitution Amount paid with respect to any Deleted
        Mortgage Loan in such Mortgage Pool during the related Prepayment Period
        allocable to principal and (5) all Net Liquidation Proceeds, Insurance Proceeds,
        any Subsequent Recovery and other recoveries collected with respect to the
        Mortgage Loans in such Mortgage Pool during the related Prepayment Period,
        to
        the extent allocable to principal, as reduced (but not by more than the sum
        of
        items (1) through (5) above) by the aggregate amount of Negative Amortization
        with respect to the Mortgage Loans in such Mortgage Pool during the related
        Collection Period, reduced by (b) other costs, expenses or liabilities
        reimbursable to the Trustee, the Master Servicer and any Servicer to the
        extent
        provided in this Agreement and the applicable Servicing Agreement or to a
        Custodian pursuant to the applicable Custodial Agreement, as applicable to
        each
        Mortgage Pool from the Interest Remittance Amount described in clause (b)
        of the
        definition thereof and not reimbursed therefrom or otherwise.

       


      
        
          
          

        

        
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      Privately
        Offered Certificates:
        The
        Class 1-AP and Class 2-AP Certificates.

       

      Proceeding:
        Not
        applicable.

       

      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 September 27, 2007 together with the accompanying
        prospectus dated August 16, 2007, relating to the Offered
        Certificates.

       

      PTCE:
        As
        defined in Section 3.03(d).

       

      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) any unreimbursed Servicing Advances with respect
        to such Mortgage Loan; (d) any costs and damages incurred by the Trust Fund
        with
        respect to such Mortgage Loan in connection with any violation of any federal,
        state or local predatory or abusive lending laws or other similar laws; and
        (e)
        the fair market value of all other property being purchased (reduced, in
        the
        case of REO Property relating to the Mortgage Loans, 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). The Master Servicer and the Servicer (or the Trustee, in its capacity
        as
        successor master servicer, if applicable) shall be reimbursed from the Purchase
        Price for any Mortgage Loan or related REO Property for any Advances made
        or
        other amounts advanced with respect to such Mortgage Loan that are reimbursable
        to the Master Servicer or the Servicer under this Agreement or the Servicing
        Agreement (or to the Trustee hereunder in its capacity as successor master
        servicer), together with any accrued and unpaid compensation due to the Master
        Servicer, the Servicer or the Trustee hereunder or thereunder.

       


      
        
          
          

        

        
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      QIB:
        As
        defined in Section 3.03(c).

       

      QIB-Restricted
        Certificate:
        Any
        Class C Certificate.

       

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

       

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

       

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

       

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

       

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

       

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

       

      Qualified
        Insurer:
        Not
        applicable.

       

      Qualifying
        Substitute Mortgage Loan:
        In the
        case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant
        to the
        terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
        (i) has an outstanding Scheduled Principal Balance (or in the case of a
        substitution of more than one mortgage loan for a Deleted Mortgage Loan,
        an
        aggregate Scheduled Principal Balance), after application of all Scheduled
        Payments due during or prior to the month of substitution, not in excess
        of, and
        not more than 5% less than, the outstanding Scheduled Principal Balance of
        the
        Deleted Mortgage Loan as of the Due Date in the calendar month during which
        the
        substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage
        Rate on
        the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate
        not
        less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if
        applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
        Rate
        of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal
        to or
        greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a
        Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
        Loan, (vii) if applicable, has a next adjustment date not later than the
        next
        adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
        as
        the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not
        longer than 18 months and not more than 18 months shorter than the remaining
        stated term to maturity of the related Deleted Mortgage Loan, (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 a 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
        Mortgage Loan Sale and Assignment Agreement, (xvi) has the same or higher
        lien
        position as the Deleted Mortgage Loan, (xvii) is covered by a Primary Mortgage
        Insurance Policy if the Deleted Mortgage Loan was so covered and (xviii)
        contains provisions covering the payment of Prepayment Premium by the Mortgagor
        for early prepayment of the Mortgage Loan at least as favorable as the Deleted
        Mortgage Loan. In the event that one or more mortgage loans are substituted
        for
        one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
        shall be determined on the basis of aggregate Scheduled Principal Balances,
        the
        Mortgage Rates described in clause (ii) hereof shall be determined on the
        basis
        of weighted average Mortgage Rates, the risk gradings described in clause
        (xiii)
        hereof shall be satisfied as to each such mortgage loan, the terms described
        in
        clause (ix) hereof shall be determined on the basis of weighted average
        remaining term to maturity, 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 Qualified
        Substitute Mortgage Loan or in the aggregate, as the case may be.

       


      
        
          
          

        

        
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      Rate
        of Payment:
        For
        each Distribution Date, the rates of payment set forth in Schedule B
        hereto. 

       

      Rating
        Agency:
        Each of
        Fitch and S&P.

       

      Realized
        Loss:
        With
        respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid
        principal balance of such Mortgage Loan as of the date of liquidation, minus
        (ii) Liquidation Proceeds received, to the extent allocable to principal,
        net of
        amounts that are reimbursable therefrom to the Master Servicer or 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.

       


      
        
          
          

        

        
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      Record
        Date:
        With
        respect to the Book-Entry Certificates (other than the Class 1-AP, Class
        2-AP
        Certificates and Subordinate Certificates) and any Distribution Date, the
        close
        of business on the Business Day immediately preceding such Distribution Date.
        With respect to the Subordinate Certificates, the close of business on the
        last
        Business Day of the month immediately before the month in which the Distribution
        Date occurs. With respect to the Class C, Class X, Class 1-AP, Class 2-AP
        and
        Class R Certificates and any Class of Definitive Certificates and any
        Distribution Date, the last Business Day of the month immediately preceding
        the
        month in which the Distribution Date occurs (or, in the case of the first
        Distribution Date, the Closing Date).

       

      Regulation
        AB:
        Subpart
        229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may otherwise be provided by the Commission or its staff
        from
        time to time; and all references to any rule, item, section or subsection
        of, or
        definition or term contained in, Regulation AB mean such rule, item, section,
        subsection, definition or term, as the case may be, or any successor thereto,
        in
        each case as the same may be amended from time to time.

       

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

       

      Regulation
        S Global Security:
        As
        defined in Section 3.01(d).

       

      Related
        Certificates:
        For any
        REMIC 2 Interest, the Class of Certificates set forth on the same row in
        the
        table under “REMIC 2” in the Preliminary Statement hereto. For any REMIC 3
        Interest, the Class of Certificates set forth on the same row in the table
        under
“REMIC 3” in the Preliminary Statement hereto.

       

      Related
        Mortgage Pool:
        For any
        REMIC 1 Interest, the Mortgage Pool set forth on the same row in the table
        under
“REMIC 1” in the Preliminary Statement hereto.

       

      Related
        REMIC 2 Interest:
        For any
        Related Certificates, the REMIC 2 Interest set forth on the same row in the
        table under “REMIC 2” in the Preliminary Statement hereto.

       

      Related
        REMIC 3 Interest:
        For any
        Related Certificates, the REMIC 3 Interest set forth on the same row in the
        table under “REMIC 3” in the Preliminary Statement hereto.

       

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

       


      
        
          
          

        

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

       

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

       

      REMIC:
        Each of
        the SWAP REMIC, REMIC 1, REMIC 2 and REMIC 3, as described in the Preliminary
        Statement hereto.

       

      REMIC
        1:
        As
        described in the Preliminary Statement.

       

      REMIC
        1 Interest:
        Any one
        of the Classes of REMIC 1 Interests described in the Preliminary Statement
        hereto.

       

      REMIC
        1 Marker Classes:
        Any of
        the REMIC 1 Regular Interests other than (i) the Class LT1-X Interest and
        (ii)
        the Class LT1-IO Interest.

       

      REMIC
        1 Regular Interest:
        Any of
        the REMIC 1 Interests other than the Class LT1-R Interest.

       

      REMIC
        2:
        As
        described in the Preliminary Statement.

       

      REMIC
        2 Interest:
        Any one
        of the Classes of REMIC 2 Interests described in the Preliminary Statement
        hereto.

       

      REMIC
        2 Regular Interest:
        Any of
        the REMIC 2 Interests other than the Class LT2-R Interest.

       

      REMIC
        3:
        As
        described in the Preliminary Statement.

       

      REMIC
        3 Interest:
        Any one
        of the Classes of REMIC 3 Interests described in the Preliminary Statement
        hereto.

       

      REMIC
        3 Regular Interest:
        Any of
        the REMIC 3 Interests other than the Residual Interest.

       

      REMIC
        Cap:
        For
        each of the Class LT3-1A1, Class LT3-1A2, Class LT3-1A3, Class LT3-2A1, Class
        LT3-2A2, Class LT3-2A3, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4,
        Class LT3-M5, Class LT3-M6, Class LT3-M7 and Class LT3-M8 Interests, the
        Pool
        1-2 Net Rate (multiplied, in the case of any such interest the Class of Related
        Certificates of which accrues interest on a “30/360” basis, by a fraction the
        numerator of which is the actual number of days in the related Accrual Period
        and the denominator of which is 30).

       


      
        
          
          

        

        
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      REMIC
        Pass Through Rate:
        With
        respect to any Distribution Date and any Class of LIBOR Certificates (other
        than
        the Exchangeable Certificates) and Subordinate Certificates, the REMIC Cap
        for
        such Distribution Date for the Related REMIC 3 Interest.

       

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

       

      REMIC
        Swap Rate:
        For
        each Distribution Date (and the related Accrual Period), a per annum rate
        equal
        to the rate used to compute the monthly gross amount due to the Swap
        Counterparty under the Swap Agreement for such Distribution Date (such rate,
        as
        described in the Prospectus, being the Rate of Payment set forth in Annex
        D of
        the Prospectus).

       

      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.

       

      Replacement
        Receipts:
        Not
        applicable.

       

      Replacement
        Receipts Account:
        Not
        applicable.

       

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

       

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

       

      Repurchase
        Price:
        As
        defined in Section 7.01(b).

       

      Required
        Reserve Fund Amount:
        Not
        applicable.

       

      Residual
        Certificates:
        The
        Class R Certificates.

       

      Residual
        Interest:
        An
        interest in REMIC 3 that is entitled to all distributions on the Class R
        Certificate other than distributions in respect of the Class LT2-R Interest,
        Class LT1-R Interest and Class SW-R Interest.

       

      Responsible
        Officer:
        When
        used with respect to the Trustee, any Vice President, Assistant Vice President,
        the Secretary, any assistant secretary, or any officer, working in its Corporate
        Trust Office and having direct responsibility for the administration of this
        Agreement, and any other officer to whom a matter arising under this Agreement
        may be referred.

       

      Restricted
        Certificate:
        Any
        Class X, Class C, Class P or Class R Certificate.

       

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

       


      
        
          
          

        

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

       

      Rules:
        As
        defined in Section 6.20(c)(i).

       

      S-X
        Component:
        The
        portion of the Class X Certificates representing the right to distributions
        to
        the Class X Certificates from the Swap Agreement.

       

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

       

      Scheduled
        Notional Amount:
        For
        each Distribution Date, the amount set forth on Schedule B. 

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      Senior
        Certificates:
        The
        Pool 1 Senior Certificates, Pool 2 Senior Certificates, Class AF2 Certificates,
        Class AF3 Certificates and Class AX 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 Loan 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 (a) prior to the Stepdown Date or if a Trigger
        Event is in effect with respect to such Distribution Date, 100% of the Principal
        Distribution Amounts for Pool 1 and Pool 2 for such Distribution Date and
        (b) 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
        aggregate Class Principal Amount of each Class of Senior Certificates (other
        than the Exchangeable Certificates) after the allocation of Net Negative
        Amortization, if any, for each Distribution Date and immediately prior to
        distributions on such Distribution Date exceeds (y) the Senior Target
        Amount.

       

      Senior
        Proportionate Percentage:
        For
        Pool 1 with respect to any Distribution Date, a fraction, expressed as a
        percentage, the numerator of which is the aggregate of the current Class
        Principal Amounts of each Class of the Pool 1 Senior Certificates for such
        Distribution Date and the denominator of which is the aggregate of the current
        Class Principal Amounts for each Class of Senior Certificates (other than
        the
        Exchangeable Certificates) for such date. For Pool 2 with respect to any
        Distribution Date, a fraction, expressed as a percentage, the numerator of
        which
        is the aggregate of the current Class Principal Amounts of each Class of
        the
        Pool 2 Senior Certificates for such Distribution Date and the denominator
        of
        which is the aggregate of the current Class Principal Amounts for each Class
        of
        Senior Certificates (other than the Exchangeable Certificates) for such date.
        

       

      Senior
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (1) (i) for each distribution prior to the Distribution Date in
        October 2013, 79.00%; and (ii) thereafter, 83.20% and (2) the Aggregate Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period and (b) the amount, if any, by which (1) the Aggregate
        Loan
        Balance for such Distribution Date determined as of the last day of the related
        Collection Period exceeds (2) the Overcollateralization Floor.

       

      Servicer:
        Each
        Servicer that has entered into one of the Servicing Agreements attached as
        Exhibit E hereto, or any successor in interest. Initially, the Servicers
        are
        Aurora and Countrywide Servicing.

       

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

       


      
        
          
          

        

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

       

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

       

      Servicing
        Agreement:
        Any of
        the servicing agreements between a Servicer and the Seller, dated as of
        September 1, 2007, and attached hereto in Exhibit E, and any other servicing
        agreement entered into between a successor servicer and the Seller or the
        Trustee pursuant to the terms hereof.

       

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

       

      Servicing
        Fee:
        With
        respect to any Servicer, and as to any Distribution Date and each Mortgage
        Loan,
        an amount equal to the product of (a) one-twelfth of the applicable Servicing
        Fee Rate and (b) the outstanding principal balance of such Mortgage Loan
        as of
        the first day of the related Collection Period. 

       

      Servicing
        Fee Rate:
        0.375%
        per annum.

       

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

       

      Similar
        Law:
        As
        defined in Section 3.03(d).

       

      Sponsor:
        Lehman
        Brothers Holdings Inc. and any successor in interest thereto.

       

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

       

      Stepdown
        Date:
        The
        later to occur of (x) the Distribution Date in October 2010 and (y) the first
        Distribution Date on which the Senior Enhancement Percentage (calculated
        for
        this purpose after giving effect to payments or other recoveries in respect
        of
        the Mortgage Loans during the related Collection Period but before giving
        effect
        to distributions on any Certificates on such Distribution Date) is greater
        than
        or equal to (i) prior to the Distribution Date in October 2013, 21.00% and
        (ii)
        on or after the Distribution Date in October 2013, 16.80%.

       

      Subcontractor:
        Any
        third-party or Affiliated vendor, subcontractor or other Person utilized
        by a
        Servicer, a Custodian, the Master Servicer, a Subservicer or the Trustee
        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 direction and authority
        of such Servicer, Custodian, Master Servicer, Subservicer or
        Trustee.

       


      
        
          
          

        

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

       

      Subordinate
        Net Funds Cap:
        For
        each Distribution Date and the Subordinate Certificates, the weighted average
        of
        the Pool 1 Net Funds Cap (disregarding clause (b) therein) and the Pool 2
        Net
        Funds Cap (disregarding clause (b) therein), weighted on the basis of the
        Pool
        Subordinate Amount for each such Mortgage Pool.

       

      Subordinate
        Net WAC:
        The Net
        WAC (disregarding clause (b) in the definition thereof).

       

      Subordinate
        Priority:
        Distributions to the Class M1, Class M2, Class M3, Class M4, Class M5, Class
        M6,
        Class M7 and Class M8 Certificates, sequentially,
        in that
        order.

       

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

       

      Subservicer:
        Any
        Person that (i) is considered to be a Servicing Function Participant, (ii)
        services Mortgage Loans on behalf of any Servicer or an Additional Servicer,
        and
        (iii) is responsible for the performance (whether directly or through
        subservicers or Subcontractors) of material servicing functions required
        to be
        performed by the Servicer or Master Servicer under this Agreement, the Servicing
        Agreements, the Custodial Agreements or other Servicing agreements entered
        into
        with respect to some or all of the Mortgage Loans, that are identified in
        Item
        1122(d) of Regulation AB.

       

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

       

      Supplemental
        Interest Trust:
        The
        corpus of a trust created pursuant to Section 5.08 of this Agreement and
        designated as the “Supplemental Interest Trust,” consisting of the Swap
        Agreement, the Supplemental Interest Trust Account and the right to receive
        the
        X Component Distributable Amount as provided in Section 5.08.

       

      Supplemental
        Interest Trust Account:
        The
        account created pursuant to Section 5.08 of this Agreement.

       


      
        
          
          

        

        
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      Supplemental
        Interest Trust Amount:
        With
        respect to any Swap Payment Date, the sum of any Net Swap Payment and any
        Swap
        Termination Payment deposited into the Supplemental Interest Trust
        Account.

       

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

       

      Swap
        Allocation Percentage:
        For
        either Mortgage Pool, a fraction, the numerator of which is the sum of (a)
        the
        aggregate Class Principal Amount of the Senior Certificates related to such
        pool
        and (b) the sum of the Apportioned Principal Balances for the Subordinate
        Certificates related to such pool, and the denominator of which is the aggregate
        Class Principal Amount of the Senior Certificates (other than the Exchangeable
        Certificates) and the Subordinate Certificates.

       

      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
        HSBC Bank USA, National Association.

       

      Swap
        Counterparty Trigger Event:
        A Swap
        Counterparty Trigger Event shall have occurred if any of (i) a Swap Default
        with
        respect to which the Swap Counterparty is a Defaulting Party, (ii) a Termination
        Event with respect to which the Swap Counterparty is the sole Affected Party
        or
        (iii) 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
        Early Termination:
        The
        occurrence of an early termination date under the Swap Agreement.

       

      Swap
        LIBOR:
        With
        respect to any Distribution Date (and the related Accrual Period), the product
        of (i) the Floating Rate Option (as defined under “Floating Amounts” in the Swap
        Agreement) for the related Swap Payment Date and (ii) two, as calculated
        by the
        Swap Counterparty and furnished to the Trustee.

       

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

       

      SWAP
        REMIC:
        As
        described in the Preliminary Statement hereto.

       

      SWAP
        REMIC Interests:
        Any one
        of the classes of SWAP REMIC Interests described in the Preliminary Statement
        hereto.

       

      SWAP
        REMIC Regular Interests:
        Any of
        the SWAP REMIC Interests other than the Class SW-R Interest.

       


      
        
          
          

        

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

       

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

       

      Targeted
        Overcollateralization Amount:
        With
        respect to any Distribution Date (x) prior to the Stepdown Date an amount
        equal
        to approximately $9,533,808 (1.75% of the Aggregate Loan Balance as of the
        Cut-off Date), (y) on or after the Stepdown Date, the greater of (1) the
        lesser
        of (a) the amount of approximately $9,533,808 and (b) the product of (i)
        for
        each distribution prior to the Distribution Date in October 2013, 4.375%,
        and
        thereafter, 3.500% and (ii) the Aggregate Loan Balance as of the last day
        of the
        related Collection Period and (2) the Overcollateralization Floor and (z)
        on and
        after the Stepdown Date and for which a Trigger Event is in effect, the amount
        calculated under this definition for the immediately preceding Distribution
        Date.

       

      Tax
        Matters Person:
        Not
        applicable.

       

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

       

      Termination
        Event:
        As
        defined in the Swap Agreement.

       

      Termination
        Receipts:
        Not
        applicable.

       

      Termination
        Receipts Account:
        Not
        applicable.

       

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

       

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

       

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

       

      Transferor:
        Each
        seller of Mortgage Loans to either of LBH or Lehman Brothers Bank, FSB pursuant
        to a Transfer Agreement.

       

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

       


      
        
          
          

        

        
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      Trust
        Fund:
        The
        corpus of Lehman XS Trust, Series 2007-18N created pursuant to this Agreement,
        consisting of the Mortgage Loans, the assignment of the Depositor’s rights under
        the Transfer Agreements, the Mortgage Loan Sale Agreement and the Servicing
        Agreements, such amounts as shall from time to time be held in the Basis
        Risk
        Reserve Fund, Collection Account, Certificate Account, any Custodial Account
        and
        any Escrow Account, the Insurance Policies, any REO Property and the other
        items
        referred to in, and conveyed to the Trustee under, Section 2.01(a). For the
        avoidance of doubt, the assets of the Trust Fund shall not include the Swap
        Agreement, the Interest Rate Cap Agreement and the Interest Rate Cap
        Account.

       

      Trust
        REMIC:
        Each
        REMIC created hereunder, as described in the Preliminary Statement
        hereto.

       

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

       

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

       

      Uncertificated
        Class X Interest:
        An
        uncertificated regular interest in REMIC 3 with an initial principal balance
        equal to the excess of (i) the aggregate Cut-off Date Balance for each Mortgage
        Pool over (ii) the aggregate initial principal amounts of the Offered
        Certificates and bearing interest on a each Distribution Date in an amount
        equal
        to the X Component Current Interest for such Distribution Date; provided,
        however,
        that
        such interest shall have no obligation or right to make or receive any payments
        treated as paid or received by the Class X Certificates pursuant to interest
        rate cap agreements or notional principal contracts under Section 10.01 and
        shall have no rights to receive payments in respect of Class X Shortfalls
        from
        the Master Servicer as described in Section 10.01.

       

      Underlying
        REMIC Certificates:
        Each of
        the rights with respect to each following Class of Certificates, issued
        hereunder in uncertificated form to the Exchange Trustee (such rights determined
        for this purpose as if no Exchangeable Certificates existed): Class 1-A2,
        Class
        2-A2, Class 1-A3 and Class 2-A3 Certificates.

       

      Underwriter:
        Lehman
        Brothers Inc.

       

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

       

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

       


      
        
          
          

        

        
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      Upper
        Tier REMIC:
        Not
        applicable.

       

      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, 93% of all Voting Interests shall
        be
        allocated to the Offered Certificates (other than the Class AX Certificates),
        2%
        of all Voting Interests shall be allocated to each Class of the Class AX
        Certificates and 1% of all Voting Interests shall be allocated to each Class
        of
        the Class C, Class X, Class 1-AP and Class 2-AP and Class R Certificates.
        Voting
        Interests shall be allocated among such Classes of Certificates (other than
        the
        Class P, Class X and Class R Certificates) in proportion to their Class
        Principal Amounts or Class Notional Amounts and among the Certificates of
        each
        Class in proportion to their Percentage Interests. Voting Interests shall
        be
        allocated among the Classes of Offered Certificates in proportion to their
        Class
        Principal Amounts or Class Notional Amounts and among the Certificates of
        each
        Class in proportion to their Percentage Interests. Voting Interests allocated
        to
        a Class of Exchange Certificates shall be proportionately allocated to the
        related Class or Classes of Exchangeable Certificates on the basis of the
        related exchange proportions.

       

      X
        Component:
        The
        portion of the Class X Certificates representing the right to distributions
        to
        the Class X Certificates as described herein.

       

      X
        Component Account:
        An
        account established as part of the Trust Fund pursuant to Section 5.13 of
        this
        Agreement but which is not an asset of any of the REMICs for the benefit
        of the
        X Component of the Class X Certificates and the Class C
        Certificates.

       

      X
        Component Account Termination Date:
        The
        Distribution Date in March 2010.

       

      X
        Component Current Interest:
        For any
        Distribution Date, the interest accrued during the related Accrual Period
        on the
        X Component Notional Balance at the X Component Interest Rate.

       

      X
        Component Distributable Amount:
        On any
        Distribution Date, the excess of (i) the sum of (x) the excess of (1) the
        aggregate Cut-off Date Balance for each Mortgage Pool over (2) the aggregate
        initial principal amounts of the Offered Certificates, (y) the aggregate
        X
        Component Current Interest for such Distribution Date and all prior Distribution
        Dates and (z) amounts treated as received by the Class X Certificates in
        respect
        of Class I Shortfalls described in Section 10.01(n) over (ii) the sum of
        (w) the
        aggregate payments in respect of Excess Interest for the Offered Certificates
        for such Distribution Date and all prior Distribution Dates (to the extent
        not
        derived from procceds of the Swap Agreement or the Interest Rate Cap Agreement),
        (x) all prior distributions to the X Component of the Class X Certificate
        under
        Section 5.02(e)(ix) hereof, (y) all payments treated as distributed by REMIC
        3
        to the Uncertificated Class X Interest then paid to the Swap Counterparty
        as
        described in Section 10.01(o) and (z) all payments treated as paid by the
        Offered Certificates to the Class X Certificates in respect of Class I
        Shortfalls then paid to the Swap Counterparty as described in Section
        10.01(o).

       

      X
        Component Interest Rate:
        For any
        Distribution Date, the excess of (i) the weighted average of the interest
        rates
        on the REMIC 1 Regular Interests (other than the Class LT1-IO Interest) over
        (ii) two times the weighted average of the interest rates on the REMIC 1
        Marker
        Classes and the Class LT1-X Interest (treating for purposes of this clause
        (ii)
        the interest rate on each of the REMIC 1 Marker Classes as being subject
        to a
        cap equal to the interest rate of the Related REMIC 2 Interest of the
        Corresponding Classes of Certificates (as adjusted, if necessary, to reflect
        accruals on the basis of the actual number of days in the Accrual Period
        for the
        LIBOR Certificates) and treating the interest rate on the Class LT1-X Interest
        as capped at zero). The average described in the preceding sentence shall
        be
        weighted on the basis of the respective principal balances of the REMIC 1
        Regular Interests immediately prior to such Distribution Date.

       


      
        
          
          

        

        
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      X
        Component Notional Balance:
        With
        respect to any Distribution Date (and the related Accrual Period), the aggregate
        principal balance of the REMIC 1 Regular Interests (other than the Class
        LT1-IO
        Interest) immediately prior to such Distribution Date.

       

      Section
        1.02 Calculations
        Respecting Mortgage Loans.

       

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

       

      Section
        1.03 Calculations
        Respecting Accrued Interest.

       

      Accrued
        interest, if any, on any Senior Certificate (other than the Class AX
        Certificates) shall be calculated based upon a 360-day year and the actual
        number of days elapsed in each Accrual Period. Accrued interest, if any,
        on any
        Subordinate Certificate and Class AX Certificate shall be calculated based
        upon
        a 360-day year consisting of twelve 30-day months.

       

      Section
        1.04 Rights
        of the NIMS Insurer.

       

      Each
        of
        the rights of any NIMS Insurer set forth in this Agreement shall exist so
        long
        as (i) the NIMS Insurer has undertaken to guarantee certain payments of NIM
        Securities issued pursuant to the Indenture and (ii) the NIM Securities issued
        pursuant to the Indenture remain outstanding or the NIMS Insurer is owed
        amounts
        in respect of its guarantee of payment on such notes; provided, however,
        the
        NIMS Insurer shall not have any rights hereunder (except pursuant to Section
        11.03 and any rights to indemnification hereunder in the case of clause (ii)
        below) so long as (i) the NIMS Insurer has not undertaken to guarantee certain
        payments of notes issued pursuant to the Indenture or (ii) any default has
        occurred and is continuing under the insurance policy issued by the NIMS
        Insurer
        with respect to such notes.

       


      
        
          
          

        

        
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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, the Interest Rate Cap Account, the Certificate Account
        and all amounts from time to time credited to and the proceeds of the
        Certificate Account, any Custodial Accounts, any Escrow Account established
        pursuant to Section 9.06, the 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, the X Component Account established pursuant to Section
        5.13
        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 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 related 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, as applicable.

       

      Concurrently
        with the execution of this Agreement, the Swap Agreement shall be delivered
        to
        the Trustee. In connection therewith, the Depositor hereby directs the Trustee
        (solely in its capacity as such) and the Trustee is hereby authorized to
        execute
        and deliver the Swap Agreement (on behalf of the Supplemental Interest Trust)
        for the benefit of, the Certificateholders. The Seller, the Master Servicer,
        the
        Depositor, the Servicers and the Certificateholders (by their acceptance
        of such
        Certificates) acknowledge and agree that the Trustee is executing and delivering
        the Swap Agreement solely in its capacity as Trustee of the Supplemental
        Interest Trust and 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 upon the expiration or termination of the Swap Agreement.

       

      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Sale Agreement, including all rights of the Seller under the Servicing
        Agreements and each related Transfer Agreement (other than first payment
        date
        default or early payment date default rights against the Transferor) but,
        in
        each case, only to the extent assigned under the Mortgage Loan Sale Agreement.
        The Trustee hereby accepts such assignment and delegation, and shall be entitled
        to exercise all the rights of the Depositor under the Mortgage Loan Sale
        Agreement as if, for such purpose, it were the Depositor. The foregoing sale,
        transfer, assignment, set-over, deposit, delegation 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 Sellers or any other Person in connection
        with
        the Mortgage Loans or any other agreement or instrument relating thereto
        except
        as specifically set forth herein. 

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (v) with
        respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage,
        in
        form and substance acceptable for recording. The related Mortgage shall be
        assigned either (A) in blank, without recourse or (B) to “U.S. Bank National
        Association, as Trustee of the Lehman XS Trust Mortgage Pass-Through
        Certificates, Series 2007-18N,” without recourse;

       

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

       

      (vii) with
        respect to any Mortgage Loan other than a Cooperative Loan, the original
        mortgagee title insurance policy or attorney’s opinion of title and abstract of
        title, and, if applicable, the original Primary Mortgage Insurance Policy
        or
        certificate;

       

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

       

      (ix) it
        is
        agreed and understood by the Depositor and the Trustee (and the Seller has
        so
        represented and recognized in the Mortgage Loan Sale and Assignment 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;

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (c) (1) 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, the Rating Agencies and any NIMS
        Insurer, to the effect that recording in such states is not required to protect
        the Trustee’s interest in the related Non-MERS Mortgage Loans; provided,
        further, that notwithstanding the delivery of any Opinion of Counsel, the
        Master
        Servicer shall cause the Servicer to submit each Assignment of Mortgage for
        recording upon the occurrence of a bankruptcy, insolvency or foreclosure
        relating to the Mortgagor under the related Mortgage. Subject to the preceding
        sentence, as soon as practicable after the Closing Date (but in no event
        more
        than three months thereafter except to the extent delays are caused by the
        applicable recording office), the Master Servicer, at the expense of the
        Depositor and with the cooperation of the applicable Servicer, shall cause
        to be
        properly recorded by such Servicer in each public recording office where
        the
        related Mortgages are recorded each Assignment of Mortgage referred to in
        subsection (b)(v) above with respect to each Non-MERS Mortgage Loan. With
        respect to each Cooperative Loan, the Master Servicer, at the expense of
        the
        Depositor and with the cooperation of the applicable Servicer, shall cause
        such
        Servicer to take such actions as are necessary under applicable law in order
        to
        perfect the interest of the Trustee in the related Mortgaged
        Property.

       

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

       

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

       

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

       

      (f) The
        issuing entity is hereby named Lehman XS Trust, Series 2007-18N.

       


      
        
          
          

        

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      (f) Each
        of
        the parties hereto acknowledges that the applicable Custodian shall perform
        the
        applicable review of the Mortgage Loans and respective certifications thereof
        as
        provided in this Section 2.02 and in the applicable Custodial
        Agreement.

       

      (g) Upon
        execution of this Agreement, the Depositor hereby delivers to the Trustee
        and
        the Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement and
        the
        Servicing Agreement.

       

      Section
        2.03 Representations
        and Warranties of the Depositor.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      Section
        2.04 Discovery
        of Breach.

       

      It
        is
        understood and agreed that the representations and warranties (i) 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 the Seller to the Depositor pursuant
        to the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
        hereunder, shall each survive delivery of the Mortgage Files and the Assignment
        of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout
        the term of this Agreement. Upon discovery by any of the Depositor, any NIMS
        Insurer, the Master Servicer or the Trustee of a breach of any of such
        representations and warranties that materially and adversely affects the
        value
        of the related Mortgage Loan, the party discovering such breach shall give
        prompt written notice to the other parties; provided, to the extent that
        knowledge of such breach with respect to any Mortgage Loan is known by any
        officer, director, employee or agent of Aurora acting in any capacity other
        than
        as Master Servicer hereunder, the Master Servicer shall not be deemed to
        have
        knowledge of any such breach until an officer of Aurora acting in a capacity
        as
        Master Servicer has actual knowledge thereof. Within 90 days of the discovery
        of
        a breach of any representation or warranty given to the Trustee by the Depositor
        or given by a Transferor or the Seller and assigned to the Trustee, the
        Depositor, such Transferor or the Seller, as applicable, shall either (a)
        cure
        such breach in all material respects, (b) repurchase such Mortgage Loan or
        any
        property acquired in respect thereof from the Trustee at the Purchase Price
        (or,
        with respect to Mortgage Loans as to which there is a breach of a representation
        or warranty set forth in Section 1.04(b)(v) of the Mortgage Loan Sale Agreement,
        at the purchase price therefor paid by the Seller under the Mortgage Loan
        Sale
        Agreement) or (c) within the two-year period following the Closing Date,
        substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage
        Loan.
        In the event of discovery of a breach of any representation and warranty
        of a
        Transferor assigned to the Trustee, the Trustee shall enforce its rights
        under
        the applicable Transfer Agreement and the Mortgage Loan Sale Agreement for
        the
        benefit of Certificateholders. As provided in the Mortgage Loan Sale Agreements,
        if a 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 applicable Transfer Agreement, the principal portion
        of the funds received by the Master Servicer in respect of such repurchase
        of a
        Mortgage Loan will be considered a Principal Prepayment and the Purchase
        Price
        shall be deposited in the Collection Account or a Custodial Account, as
        applicable. The Trustee (i) upon receipt of the full amount of the Purchase
        Price for a Deleted Mortgage Loan, (ii) upon receipt of a written certification
        from the Master Servicer that it has received the full amount of the Purchase
        Price for a Deleted Mortgage Loan and has deposited such amount in the
        Collection Account or (iii) upon receipt of notification from the applicable
        Custodian that it had received the Mortgage File for a Qualifying Substitute
        Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable
        Substitution Amount), shall release or cause to be released and reassign
        to the
        Depositor, the Seller or the Transferor, as applicable, the related Mortgage
        File for the Deleted Mortgage Loan and shall execute and deliver such
        instruments of transfer or assignment, in each case without recourse,
        representation or warranty, as shall be necessary to vest in such party or
        its
        designee or assignee title to any Deleted Mortgage Loan released pursuant
        hereto, free and clear of all security interests, liens and other encumbrances
        created by this Agreement, which instruments shall be prepared by the applicable
        Servicer and the Trustee shall have no further responsibility with respect
        to
        the Mortgage File relating to such Deleted Mortgage Loan. The Seller indemnifies
        and holds the Trust Fund, the Master Servicer, the Trustee, the Depositor
        and
        each Certificateholder harmless against any and all taxes, claims, losses,
        penalties, fines, forfeitures, reasonable legal fees and related costs,
        judgments, and any other costs, fees and expenses that the Trust Fund, the
        Trustee, the Master Servicer, the Depositor and any Certificateholder may
        sustain in connection with any actions of the Seller relating to a repurchase
        of
        a Mortgage Loan other than in compliance with the terms of this Section 2.05
        and
        the Mortgage Loan Sale Agreement, to the extent that any such action causes
        an
        Adverse REMIC Event.

       

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

       


      
        
          
          

        

        
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      (c) Notwithstanding
        any other provision of this Agreement, the right to substitute Mortgage Loans
        pursuant to this Article II shall be subject to the additional limitations
        that
        no substitution of a Qualifying Substitute Mortgage Loan for a Deleted Mortgage
        Loan shall be made unless the Trustee and the NIMS Insurer have received
        an
        Opinion of Counsel (at the expense of the party seeking to make the
        substitution) that, under current law, such substitution will not result
        in 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 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 (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, the security interest created
        hereby shall continue in full force and effect and the Trustee shall be deemed
        to be the collateral agent for the benefit of such Person, and all proceeds
        shall be distributed as herein provided.

       

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

       


      
        
          
          

        

        
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      ARTICLE
        III.

       

      THE
        CERTIFICATES

       

      Section
        3.01 The
        Certificates.

       

      (a) The
        Certificates shall be issuable in registered form only and shall be securities
        governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
        Certificates will be evidenced by one or more certificates, beneficial ownership
        of which will be held in the dollar denominations in Certificate Principal
        Amount (or Notional Amount), or in the Percentage Interests, specified herein.
        Each Class of LIBOR Certificates, Subordinate Certificates, Class 1-AP, Class
        2-AP or Notional Certificates will be issued in the minimum denominations
        in
        Certificate Principal Amount (or Notional Amount) and integral multiples
        specified in the Preliminary Statement hereto. The Class C and Class X
        Certificates shall be maintained in definitive, fully registered form in
        a
        minimum denomination equal to 10% of the Percentage Interest of the Class.
        The
        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 such Class. The Certificates may be issued in the
        form of
        typewritten certificates.

       

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

       


      
        
          
          

        

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

       

      (e) The
        Privately Offered Certificates sold to an “accredited investor” under Rule
        501(a)(1), (2), (3) or (7) under the 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 shall maintain books for the
        registration and for the transfer of Certificates (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 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 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.

       


      
        
          
          

        

        
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      Section
        3.03 Transfer
        and Exchange of Certificates.

       

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

       

      (b) A
        Certificate may be exchanged by the Holder thereof for any number of new
        Certificates of the same Class, in authorized denominations, representing
        in the
        aggregate the same Certificate Principal Amount or Percentage Interest as
        the
        Certificate surrendered, upon surrender of the Certificate to be exchanged
        at
        the office of the Certificate Registrar duly endorsed or accompanied by a
        written instrument of transfer duly executed by such Holder or his duly
        authorized attorney in such form as is satisfactory to the Certificate
        Registrar. Certificates delivered upon any such exchange will evidence the
        same
        obligations, and will be entitled to the same rights and privileges, as the
        Certificates surrendered. No service charge shall be made to a Certificateholder
        for any exchange of Certificates (except as provided in the Exchange Trust
        Agreement), 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, QIB-Restricted Certificate or 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 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 Act, that is purchasing such Certificates
        for its
        own account or for the account of a qualified institutional buyer to which
        notice is given that the transfer is being made in reliance on Rule 144A
        or (B)
        in an offshore transaction (as defined in Regulation S) in compliance with
        the
        provisions of Regulation S, in each case in compliance with the requirements
        of
        this Agreement; and it will notify such transferee of the transfer restrictions
        specified in this Section.

       


      
        
          
          

        

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

       

      (i) The
        Certificate Registrar shall register the transfer of a Restricted Certificate
        if
        the requested transfer is (x) to the Depositor, the Placement Agent or an
        affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended
        (the “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 Act
        by a transferor that has provided the Trustee with a certificate in the form
        of
        Exhibit F hereto; and

       

      (ii) The
        Certificate Registrar shall register the transfer of a Restricted Certificate
        if
        the requested transfer is being made to an “accredited investor” under Rule
        501(a)(1), (2), (3) or (7) under the 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) No
        transfer of a Certificate that is not an ERISA-Restricted Certificate, a
        Class R
        Certificate or a Class AX Certificate will be registered unless the Trustee,
        the
        Certificate Registrar and the Depositor receive a representation as set forth
        in
        Exhibit H to the effect either (A) that such transferee is not, and is not
        acting for, on behalf of or with any assets of, an employee benefit plan
        or
        other arrangement subject to Title I of ERISA or plan subject to Section
        4975 of
        the Code, or (B) until the termination of the Swap Agreement, the acquisition
        and holding of the Certificate will not constitute or result in a non-exempt
        prohibited transaction under Title I of ERISA or Section 4975 of the Code.
        

       

      No
        transfer of an ERISA-Restricted Certificate or a Class R Certificate will
        be
        registered unless the Trustee, the Certificate Registrar and the Depositor
        receive (A) a representation as set forth in Exhibit D-1 for Class R
        Certificates or Exhibit H for ERISA-Restricted Certificates to the effect
        that
        such transferee is not an employee benefit plan or other arrangement subject
        to
        Title I of ERISA, a plan subject to Section 4975 of the Code or a plan subject
        to any provisions under any federal, state, local, non-U.S. or other laws
        or
        regulations that are substantively similar to the foregoing provisions of
        ERISA
        or the Code (“Similar Law”) (collectively, a “Plan”), and is not directly or
        indirectly acquiring the Class R Certificate for, on behalf of, or with any
        assets of any such Plan, or (B) solely in the case of an ERISA-Restricted
        Certificate (I) a representation as set forth in Exhibit H for ERISA-Restricted
        Certificates that, if the Certificate has been the subject of an
        ERISA-Qualifying Underwriting, such transferee is an insurance company that
        is
        acquiring the Certificate with assets contained in an “insurance company general
        account,” as defined in Section V(e) of Prohibited Transaction Class Exemption
        (“PTCE”) 95-60, and the acquisition and holding of the Certificate are covered
        and exempt under Sections I and III of PTCE 95-60, or (II) solely in the
        case of
        an ERISA-Restricted Certificate that is a Definitive Certificate, an Opinion
        of
        Counsel satisfactory to the Trustee, the Certificate Registrar and the
        Depositor, and upon which the Trustee, the Certificate Registrar and the
        Depositor shall be entitled to rely, to the effect that the acquisition and
        holding of such Certificate will not constitute or result in a nonexempt
        prohibited transaction under ERISA or the Code, or a violation of Similar
        Law,
        and will not subject the Trustee, the Certificate Registrar, the Master
        Servicer, any Servicer or the Depositor to any obligation in addition to
        those
        expressly undertaken in this Agreement, which Opinion of Counsel shall not
        be an
        expense of the Trustee, the Certificate Registrar, the Master Servicer, any
        Servicer or the Depositor.

       


      
        
          
          

        

        
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      The
        representations set forth in the preceding paragraphs applicable to Exchange
        Certificates shall also apply to Exchangeable Certificates. Except in the
        case
        of Definitive Certificates, the representations set forth in the preceding
        two
        paragraphs, other than clause (B)(II) in the immediately preceding paragraph,
        shall be deemed to have been made to the Trustee, the Certificate Registrar
        and
        the Depositor by the transferee’s acceptance of a Certificate (or the acceptance
        by a Certificate Owner of the beneficial interest in any Class of Certificate).
        The Trustee, the Certificate Registrar and the Depositor shall not have any
        obligation to monitor transfers of Book-Entry Certificates or Restricted
        Global
        Securities or any liability for transfers of such Certificates in violation
        of
        the transfer restrictions.

       

      Notwithstanding
        any other provision herein to the contrary, any purported transfer of a
        Certificate to or on behalf of a Plan without the delivery to the Trustee,
        the
        Certificate Registrar and the Depositor of a representation or an Opinion
        of
        Counsel satisfactory to the Trustee, the Certificate Registrar and the Depositor
        as described above shall be void and of no effect and 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. The Trustee, the Certificate Registrar and the Depositor shall not
        have
        any liability to any Person for any registration or transfer of any Certificate
        that is in fact not permitted by this Section 3.03(d) and the Trustee, the
        Certificate Registrar and the Depositor shall not have any liability 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 Certificate Registrar in accordance
        with the foregoing requirements. The Trustee, the Certificate Registrar and
        the
        Depositor shall be entitled, but not obligated, to recover from any Holder
        of
        any Certificate that was in fact a Plan and that held such Certificate in
        violation of this Section 3.03(d) all payments made on such Certificate at
        and
        after the time it commenced such holding. Any such payments so recovered
        shall
        be paid and delivered to the last preceding Holder of such Certificate that
        is
        not a Plan.

       

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

       

      (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, in the case of clause (ii), 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
        Form
        W-8ECI or successor form at the time and in the manner required by the Code
        (any
        such person who is not covered by clause (A) or (B) above is referred to
        herein
        as a “Non-permitted Foreign Holder”).

       


      
        
          
          

        

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

       

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

       


      
        
          
          

        

        
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      (g) Each
        Holder or Certificate Owner of a Restricted Certificate, ERISA-Restricted
        Certificate, QIB-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 Privately Offered 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 Privately Offered 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 V-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 V-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 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 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.

       

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

       


      
        
          
          

        

        
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      Section
        3.06 Persons
        Deemed Owners.

       

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

       

      Section
        3.07 Temporary
        Certificates.

       

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

       

      (b) If
        temporary Certificates are issued, the Depositor will cause Definitive
        Certificates to be prepared without unreasonable delay. After the preparation
        of
        Definitive Certificates, the temporary Certificates shall be exchangeable
        for
        Definitive Certificates upon surrender of the temporary Certificates at the
        office or agency of the Trustee without charge to the Holder. Upon surrender
        for
        cancellation of any one or more temporary Certificates, the Trustee shall
        execute and authenticate and deliver in exchange therefor a like aggregate
        Certificate Principal Amount 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 Paying Agent. The Trustee may appoint a
        successor Paying Agent acceptable to the NIMS Insurer, for the purpose of
        making
        distributions to Certificateholders hereunder. The Trustee shall cause such
        Paying Agent (if other than the Trustee) to execute and deliver to the Trustee
        an instrument in which such Paying Agent shall agree with the Trustee that
        such
        Paying Agent will hold all sums held by it for the payment to Certificateholders
        in an Eligible Account in trust for the benefit of the Certificateholders
        entitled thereto until such sums shall be paid to the Certificateholders.
        All
        funds remitted by the Trustee to any such Paying Agent for the purpose of
        making
        distributions shall be paid to Certificateholders on each Distribution Date
        and
        any amounts not so paid shall be returned on such Distribution Date to the
        Trustee. If the Paying Agent is not the Trustee, the Trustee shall cause
        to be
        remitted to the Paying Agent on or before the Business Day prior to each
        Distribution Date, by wire transfer in immediately available funds, the funds
        to
        be distributed on such Distribution Date. 

       

      (b) Any
        Paying Agent shall be either a bank or trust company or otherwise authorized
        under law to exercise corporate trust powers. A Paying Agent shall comply
        with
        its reporting obligations under Regulation AB with respect to the Trust Fund
        in
        form and substance similar to those of the Trustee pursuant to Section
        6.20(d)(iv) and Section 9.25, and the related assessment of compliance and
        attestation shall cover, at a minimum, the matters indicated as obligations
        with
        respect to the Paying Agent on Exhibit R attached hereto; provided that if
        the
        Trustee is the Paying Agent, any reporting obligations under Regulation AB
        specific to the Paying Agent shall be undertaken by the Trustee in the course
        of
        its own reporting and not separately, as further specified in Section
        6.20(d)(iv) and Section 9.25. In addition, the Paying Agent (if other than
        the
        Trustee) shall notify the Sponsor, the Master Servicer and the Depositor
        within
        five (5) calendar days of knowledge thereof (i) of any legal proceedings
        pending
        against the Paying Agent of the type described in Item 1117 (§ 229.1117) of
        Regulation AB, (ii) any merger, consolidation or sale of substantially all
        of
        the assets of the Paying Agent and (iii) if the Paying Agent shall become
        (but
        only to the extent not previously disclosed) at any time an Affiliate of
        any of
        the parties listed on Exhibit S hereto or any of their Affiliates.

       

      (c)
         Any
        Paying Agent agrees to indemnify the Depositor, the Trustee (if other than
        the
        Paying Agent) 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), provided, however,
        that
        this sentence shall not apply if the Paying Agent is the Trustee. This
        indemnification shall survive the termination of this Agreement or the
        termination of such Paying Agent hereunder.

       

      Section
        3.09 Book
        Entry Certificates.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      Section
        3.10 Deposit
        of Underlying REMIC Certificates under the Exchange Trust
        Agreement.
        

       

      (a) The
        Underlying REMIC Certificates shall be issued in uncertificated form to the
        Underwriter and transferred by the Underwriter to the Exchange Trustee to
        be
        held in trust pursuant to terms of the Exchange Trust Agreement.

       

      ARTICLE
        IV.

       

      ADMINISTRATION
        OF THE TRUST FUND

       

      Section
        4.01 Collection
        Account.

       

      (a) On
        the
        Closing Date, the Master Servicer shall open and shall thereafter maintain
        a
        segregated account held in trust (the “Collection Account”), entitled “Aurora
        Loan Services LLC, as Master Servicer, in trust for the benefit of the Holders
        of Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-18N” or its
        nominee. The Collection Account shall relate solely to the Certificates issued
        by the Trust Fund hereunder, and funds in such Collection Account shall not
        be
        commingled with any other monies.

       

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

       

      (d) The
        Master Servicer shall deposit or cause to be deposited into the Collection
        Account, no later than the second Business Day following the Closing Date,
        any
        amounts received with respect to the Mortgage Loans representing Scheduled
        Payments 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 Deposit 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):

       


      
        
          
          

        

        
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      (i) all
        payments on account of principal, including Principal Prepayments, late
        collections, and any Prepayment Premiums, on the Mortgage Loans;

       

      (ii) all
        payments on account of interest on the Mortgage Loans, 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 any Subsequent Recovery,
        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 applicable Servicer with respect
        to such
        Mortgage Loan under the related Servicing Agreement and retained by such
        Servicer;

       

      (iv) all
        Insurance Proceeds;

       

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

       

      (vi) all
        amounts paid by the applicable Servicer or the Master Servicer with respect
        to
        Prepayment Interest Shortfalls; and

       

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

       

      (e) Funds
        in
        the Collection Account may be invested in Eligible Investments selected by
        and
        at the written direction of the Master Servicer, which shall mature not later
        than one Business Day prior to the Deposit Date (except that if such Eligible
        Investment is an obligation of the Trustee, then such Eligible Investment
        shall
        mature not later than such applicable Deposit Date) and any such Eligible
        Investment shall not be sold or disposed of prior to its maturity. All such
        Eligible Investments shall be made in the name of the Master Servicer in
        trust
        for the benefit of the Trustee and the Holders of Lehman XS Trust Mortgage
        Pass-Through Certificates, Series 2007-18N. All income and gain realized
        from
        any Eligible Investment shall be for the benefit of the Master Servicer and
        shall be subject to its withdrawal or order from time to time and shall not
        be
        part of the Trust Fund. The amount of any losses incurred in respect of any
        such
        investments shall be deposited in such Collection Account by the Master Servicer
        out of its own funds, without any right of reimbursement therefor, immediately
        as realized. The foregoing requirements for deposit in the Collection Account
        are exclusive, it being understood and agreed that, without limiting the
        generality of the foregoing, payments of interest on funds in the Collection
        Account and payments in the nature of late payment charges, assumption fees,
        prepayment penalties with respect to mortgages for which the Seller does
        not own
        the servicing rights, and other incidental fees and charges relating to the
        Mortgage Loans (other than Prepayment Premiums) need not be deposited by
        the
        Master Servicer in the Collection Account and may be retained by the Master
        Servicer or the applicable Servicer as additional servicing compensation.
        If the
        Master Servicer deposits in the Collection Account any amount not required
        to be
        deposited therein, it may at any time withdraw such amount from such Collection
        Account.

       


      
        
          
          

        

        
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      Section
        4.02 Application
        of Funds in the Collection Account.

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (iv) to
        reimburse itself or any Servicer for expenses incurred by and recoverable
        by or
        reimbursable to it or such Servicer pursuant to Sections 9.04, 9.05, 9.06,
        9.07(a), 9.16, 9.30 or 11.15 or pursuant to the applicable Servicing
        Agreement;

       

      (v) to
        pay to
        the Depositor, 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;

       

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

       

      (vii) to
        make
        payments to the Trustee on each Deposit Date for deposit into the Certificate
        Account in the amount provided in Section 4.04;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

      Any
        withdrawals described in this section shall be allocated and limited to
        collections or other recoveries on the related Mortgage Pool and shall be
        accounted for in such manner.

       

      (b) The
        Trustee shall afford the NIMS Insurer upon reasonable notice, during normal
        business hours, access to all records maintained by the Trustee in respect
        of
        its duties hereunder and access to officers of the Trustee responsible for
        performing such duties. The Trustee shall cooperate fully with the NIMS Insurer
        and shall make available to the NIMS Insurer for review and copying at the
        expense of the NIMS Insurer such books, documents or records as may be requested
        with respect to the Trustee’s duties hereunder. The NIMS Insurer shall not have
        any responsibility or liability for any action or failure to act by the Trustee
        and is not obligated to supervise the performance of the Trustee under this
        Agreement or otherwise. The Trustee shall also afford the NIMS Insurer, upon
        reasonable notice, during normal business hours, access to the Mortgage Files
        and shall cause the Master Servicer and the Servicer to provide such access
        to
        the Mortgage Files.

       

      Section
        4.03 Reports
        to Certificateholders.

       

      (a) On
        each
        Distribution Date, the Trustee shall prepare (based on information provided
        by
        the Master Servicer, the Cap Providers or the Swap Counterparty) and shall
        make
        available to the Certificateholders, the Swap Counterparty and any NIMS Insurer
        a written report setting forth the following information by Mortgage Pool
        (on
        the basis of Mortgage Loan level information obtained from the Servicers
        and in
        the case of clause (xviii) below, based on information provided by the Trustee
        (or the Paying Agent on behalf of the Trustee)):

       

      (i) the
        aggregate amount of the distribution to be made on such Distribution Date
        to the
        Holders of each Class of LIBOR Certificates and Subordinate Certificates
        (other
        than any Class of Notional Certificates) allocable to principal on the Mortgage
        Loans, including any Subsequent Recovery, Liquidation Proceeds and Insurance
        Proceeds, stating separately the amount attributable to scheduled principal
        payments and unscheduled payments in the nature of principal in each Mortgage
        Pool;

       

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

       

      (iii) the
        amount, if any, of any distributions to the Holders of the Class C, Class
        1-AP,
        Class 2-AP, Class X and Class R Certificates on such Distribution Date, stated
        separately, and the aggregate amounts, if any, of distributions to the Holders
        of the Class C, Class X and Class R Certificates on all Distribution Dates,
        stated separately;

       


      
        
          
          

        

        
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      (iv) by
        Mortgage Pool and in the aggregate (A) the aggregate amount of any Advances
        required to be made as of the end of the month immediately preceding the
        month
        in which such Distribution Date occurs by any 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;

       

      (vi) the
        Class
        Principal Amount (or Class Notional 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 any Applied Loss Amounts;

       

      (vii) 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;

       

      (viii) by
        Mortgage Pool and in the aggregate, the amount of the Master Servicing Fee
        and
        Servicing Fees paid during the Collection Period to which such distribution
        relates;

       

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

       

      (x) 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;

       

      (xi) 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;

       

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

       


      
        
          
          

        

        
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      (xiii) 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);

       

      (xiv) by
        Mortgage Pool and in the aggregate, the Interest Remittance Amount, the
        Principal Remittance Amount, the Principal Distribution Amount and the
        Overcollateralization Release Amount applicable to such Distribution
        Date;

       

      (xv) 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);

       

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

       

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

       

      (xviii) the
        level
        of LIBOR;

       

      (xix) the
        amount of any payments made to each Class of Certificates that are treated
        as
        payments received in respect of a REMIC 3 Regular Interest and the amount
        of any
        payments to each Class of Certificates that are not treated as payments received
        in respect of a REMIC 3 Regular Interest; 

       

      (xx) reserved;

       

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

       

      (xxii) a
        statement as to whether any exchanges of Exchangeable Certificates or Exchange
        Certificates have taken place since the preceding Distribution Date, and,
        if
        applicable, the Class of Certificates, certificate balances, including notional
        balances, certificate interest rates, and any interest and principal paid,
        including any shortfalls allocated, of any classes of certificates that were
        received by the Certificateholder as a result of such exchange; and

       

      (xxiii) the
        amount of any payments made by the Cap Provider under the Interest Rate Cap
        Agreement.

       


      
        
          
          

        

        
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      In
        the
        case of information furnished pursuant to sub-clauses (i), (ii) and (viii)
        above, the amounts shall (except with respect to the Class X Certificates)
        be
        expressed as a dollar amount per $1,000 of original principal amount of
        Certificates.

       

      In
        addition to the information listed above for any year in which the Depositor
        is
        subject to Exchange Act reporting with respect to the Certificates, such
        Distribution Date report 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 to the extent that the Trustee
        shall have received any such information from the Depositor, the Sponsor,
        the
        Master Servicer, any Servicer, any Custodian, the Cap Provider or any
        Subservicer or Subcontractor therefor, as applicable, no later than four
        Business Days prior to the Distribution Date. 

       

      The
        Trustee will make such report and additional loan level information (and,
        at its
        option, any additional files containing the same information in an alternative
        format) provided to it by the Master Servicer available each month to
        Certificateholders, any NIMS Insurer, and the Rating Agencies via the Trustee’s
        internet website. The Trustee’s internet website shall initially be located at
        http://trustinvestorreporting.com and assistance in using the website can
        be
        obtained by emailing the Trustee’s customer service desk at
        ct.information.delivery@usbank.com. 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 Trustee shall
        have
        the right to change the way such statements are distributed in order to make
        such distribution more convenient and/or more accessible to the above parties
        and the Trustee shall provide timely and adequate notification to all above
        parties regarding any such changes.

       

      The
        Trustee shall provide a “zero settlement file” to Bloomberg L.P. within seven
        (7) calendar days after the receipt of the collateral data file from the
        Depositor, but in no event later than the first Distribution Date, which
        shall
        contain all of the information in the initial Monthly Report (without giving
        effect to any distributions); provided, however, that in no event will such
        zero
        settlement file contain any mortgagor-specific information.

       

      The
        foregoing information and reports shall be prepared and determined by the
        Trustee based solely on Mortgage Loan data provided to the Trustee by the
        Master
        Servicer (in a format agreed to by the Trustee and the Master Servicer) no
        later
        than 2:00 p.m. Eastern Time four Business Days prior to the Distribution
        Date or
        such other time period as set forth in Section 9.23(c). In preparing or
        furnishing the foregoing information, the Trustee shall be entitled to rely
        conclusively on the accuracy and completeness of the information or data
        (i)
        regarding the Mortgage Loans and the related REO Property that has been provided
        to the Master Servicer by the Servicer and to the Trustee by the Master
        Servicer, (ii) regarding the Interest Rate Cap Agreement that has been provided
        to the Trustee by the Cap Provider and (iii) regarding the Swap Agreement
        that
        has been provided to the Trustee by the Swap Counterparty, and the Trustee
        shall
        not be obligated to verify, recompute, reconcile or recalculate any such
        information or data. The Trustee shall be entitled to conclusively rely on
        the
        Mortgage Loan data provided by the Master Servicer and shall have no liability
        for any errors or omissions in such Mortgage Loan data. The Master Servicer
        shall be entitled to conclusively rely on the Mortgage Loan data provided
        by
        each Servicer and shall have no liability for any errors or omissions in
        such
        Mortgage Loan data.

       


      
        
          
          

        

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

       

      (c) Within
        90
        days, or such shorter period as may be required by statute or regulation,
        after
        the end of each calendar year, the Trustee shall, upon written request, have
        prepared and shall make available to each Person who at any time during the
        calendar year was a Certificateholder of record, and to any NIMS Insurer,
        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 the Certificateholders pursuant to Section 4.03(a)(i) and (ii)
        on an
        annual basis as may be required to enable such Holders to prepare their federal
        income tax returns; provided, however that this Section 4.03(c) shall not
        be
        applicable where relevant reports or summaries are required elsewhere in
        this
        Agreement. Such information shall 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
        Master Servicer shall provide the Trustee with such information (to the extent
        readily available to the Master Servicer) as is necessary for the Trustee
        to
        prepare such reports.

       

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

       

      Section
        4.04 The
        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 Lehman
        XS
        Trust Mortgage Pass-Through Certificates, Series 2007-18N” 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.
        If the
        existing Certificate Account ceases to be an Eligible Account, the Trustee
        shall
        establish a new Certificate Account that is an Eligible Account within 20
        Business Days and transfer all funds and investment property on deposit in
        such
        existing Certificate Account into such new Certificate Account. The Certificate
        Account shall relate solely to the Certificates 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. The Trustee shall give to the Depositor,
        Master Servicer and any NIMS Insurer prior written notice of the name and
        address of the depository institution at which the Certificate Account is
        maintained and the account number of such Certificate Account.

       


      
        
          
          

        

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

       

      (i) to
        pay
        itself any investment income earned with respect to funds in the Certificate
        Account invested in Eligible Investments as set forth in subsection (c) below,
        and to make payments to itself and others prior to making distributions pursuant
        to Section 5.02 for any expenses or other indemnification owing to itself
        and
        others pursuant to any provision of this Agreement or any Custodial Agreement;
        provided that such payments are for “unanticipated expenses” within the meaning
        of Treasury Regulation Section 1.860G-1(b)(3)(ii);

       

      (ii) to
        make
        payment to itself pursuant to any provision of this Agreement, or to reimburse
        itself or its agents for any amounts reimbursable to it pursuant to Sections
        6.11, 6.12 or 7.01; provided that such payments are for “unanticipated expenses”
within the meaning of Treasury Regulation Section
        1.860G-1(b)(3)(ii);

       

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

       

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

       

      (v) reserved;
        and

       

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

       

      Any
        withdrawals described in the preceding sentence shall be allocated and limited
        to collections or other recoveries on the related Mortgage Pool and shall
        be
        accounted for in such manner.

       

      (c) The
        Trustee may invest, or cause to be invested, funds held in the Certificate
        Account, which funds, if invested, shall be invested in Eligible Investments
        (which may be obligations of the Trustee). All such investments must be payable
        on demand or mature no later than 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 shall be compensation to
        the
        Trustee and shall be subject to its withdrawal on order from time to time.
        The
        amount of any losses incurred in respect of any such investments shall be
        paid
        by the Trustee for deposit in the Certificate Account out of its own funds,
        without any right of reimbursement therefor, immediately as
        realized.

       


      
        
          
          

        

        
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      Except
        as
        otherwise expressly provided in this Agreement, if any default occurs in
        the
        making of a payment due under any Eligible Investment, or if a default occurs
        in
        any other performance required under any Eligible Investment, the Trustee
        may
        and, subject to Section 6.01 and Section 6.02(iv), upon the request of the
        NIMS
        Insurer, shall take such action as may be appropriate to enforce such payment
        or
        performance, including the institution and prosecution of appropriate
        proceedings.

       

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

       

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

       

      (c) The
        Trustee shall make payments to Certificateholders and the Swap Counterparty
        and
        any other person pursuant to this Article V based solely on the information
        set
        forth in the monthly report furnished by the Trustee 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 and the Swap Counterparty. 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, the Trustee (or the Paying Agent on behalf of the Trustee)
        shall withdraw from the Certificate Account the Total Distribution Amount
        (excluding all Prepayment Premiums) 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 and shall distribute such amount as specified in
        this
        Section concurrently as follows:

       

      (i) On
        each
        Distribution Date, the Trustee shall distribute the Interest Remittance Amount
        for Pool 1 for such date in the following order of priority:

       

      (A) for
        deposit into the Supplemental Interest Trust Account, the Pool 1 Swap Allocation
        Payment Amount not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (including any amounts remaining unpaid from previous Distribution
        Dates);

       

      (B) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment not due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty to the extent not paid previously from the Interest
        Remittance Amount from Pool 2 in accordance with Section
        5.02(a)(ii)(A);

       

      (C) concurrently,
        to each Class of Pool 1 Senior Certificates, and from the allocable portion
        of
        Pool 1, to the Class AX Certificates, Current Interest and any Carryforward
        Interest for such classes for such Distribution Date; provided, however,
        that if
        funds available are insufficient to pay such amounts, any resulting shortfalls
        will be allocated pro
        rata on
        the
        basis of Current Interest and Carryforward Interest due such classes on such
        Distribution Date; and

       

      (D) for
        application pursuant to Section 5.02(b), any such Interest Remittance Amount
        remaining undistributed for such Distribution Date.

       

      (ii) On
        each
        Distribution Date, the Trustee shall distribute the Interest Remittance Amount
        for Pool 2 for such date in the following order of priority:

       

      (A) for
        deposit into the Supplemental Interest Trust Account, the Pool 2 Swap Allocation
        Payment Amount not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (including any amounts remaining unpaid from previous Distribution
        Dates);

       

      (B) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment not due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty to the extent not paid previously from the Interest
        Remittance Amount from Pool 1 in accordance with clause Section
        5.02(a)(i)(A);

       


      
        
          
          

        

        
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      (C) concurrently,
        to each Class of Pool 2 Senior Certificates, and from the allocable portion
        of
        Pool 2, the Class AX Certificates, Current Interest and any Carryforward
        Interest for such class for such Distribution Date; provided, however, that
        if
        funds available are insufficient to pay such amounts, any resulting shortfalls
        will be allocated pro
        rata
        on the
        basis of Current Interest and Carryforward Interest due such classes on such
        Distribution Date; 

       

      (D) for
        application pursuant to Section 5.02(b), any such Interest Remittance Amount
        remaining undistributed for such Distribution Date.

       

      (b) On
        each
        Distribution Date, the Trustee will distribute the aggregate of any remaining
        Interest Remittance Amounts from Sections 5.02(a)(i)(D) and 5.02(a)(ii)(D),
        as
        applicable, sequentially as follows:

       

      (i) concurrently,
        to each Class of Senior Certificates, Current Interest and any Carryforward
        Interest for such classes for such Distribution Date (any shortfall in Current
        Interest and Carryforward Interest to be allocated among such classes in
        proportion to the amount of Current Interest and Carryforward Interest that
        would otherwise be distributable thereon) to the extent not paid on such
        Distribution Date pursuant to Sections 5.02(a)(i)(C) and
        5.02(a)(ii)(C);

       

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

       

      (iii) to
        the
        Trustee, previously unreimbursed extraordinary costs, liabilities and expenses
        related to the Certificates; and

       

      (iv) for
        application as part of the aggregate Monthly Excess Cashflow for such
        Distribution Date, as provided in Section 5.02(d), any such Interest Remittance
        Amount remaining after application pursuant to clauses (i) through (iii)
        above.

       

      (c) On
        each
        Distribution Date, the Trustee shall distribute the Principal Distribution
        Amount with respect to each Mortgage Pool for such date, concurrently, as
        follows:

       

      (i) On
        each
        Distribution Date (or, in the case of payments to the Swap Counterparty,
        the
        Business Day prior to each Distribution Date) (a) prior to the Stepdown Date
        or
        (b) on or after the Stepdown Date and with respect to which a Trigger Event
        is
        in effect, until the aggregate Certificate Principal Amount of the LIBOR
        Certificates and Subordinate Certificates equals the Target Amount for such
        Distribution Date, the Trustee shall distribute the Principal Distribution
        Amount concurrently as follows:

       

      (A) For
        Pool
        1: The Principal Distribution Amount for Pool 1 will be distributed on each
        Distribution Date sequentially as follows:

       

      (1) for
        deposit into the Supplemental Interest Trust Account, the Pool 1 Swap Allocation
        Payment Amount not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (to the extent not paid previously from the Interest Remittance
        Amount in accordance with Section 5.02(a)); 

       


      
        
          
          

        

        
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      (2) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment not due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty (to the extent not paid previously from the Interest
        Remittance Amount in accordance with Section 5.02(b), after giving effect
        to
        distributions made pursuant to Section 5.02(c)(i)(B)(l) or pursuant to Section
        5.02(c)(i)(A)(l);

       

      (3) to
        the
        Pool 1 Senior Certificates, in accordance with the Pool 1 Senior Priority,
        until
        the Class Principal Amount of each such class has been reduced to
        zero;

       

      (4) pro
        rata,
        to the Pool 2 Senior Certificates, after giving effect to distributions in
        Section 5.02(c)(i)(B)(3), until the Class Principal Amount of each such class
        has been reduced to zero;

       

      (5) to
        the
        Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and
        Class
        M8 Certificates, sequentially, in that order, until the Class Principal Amount
        of each such Class has been reduced to zero; and

       

      (6) for
        application as part of the Monthly Excess Cashflow for such Distribution
        Date,
        pursuant to Section 5.02(d), any such Principal Distribution Amount remaining
        after application pursuant to Sections 5.02(c)(i)(A)(1) through (5)
        above.

       

      (B) For
        Pool
        2: The Principal Distribution Amount for Pool 2 will be distributed on each
        Distribution Date sequentially as follows:

       

      (1) for
        deposit into the Supplemental Interest Trust Account, the Pool 2 Swap Allocation
        Payment Amount not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (to the extent not paid previously from the Interest Remittance
        Amount in accordance with Section 5.02(a);

       

      (2) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment not due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty (to the extent not paid previously from the Interest
        Remittance Amount in accordance with Section 5.02(b) above, after giving
        effect
        to distributions made pursuant to Sections 5.02(c)(i)(A)(l) or
        5.02(c)(i)(B)(l);

       

      (3) to
        the
        Pool 2 Senior Certificates, in accordance with the Pool 2 Senior Priority,
        until
        the Class Principal Amount of each such class has been reduced to
        zero;

       

      (4) to
        the
        Pool 1 Senior Certificates, after giving effect to distribution in Section
        5.02(c)(i)(A)(3) above, in accordance with the Pool 1 Senior Priority, until
        the
        Class Principal Amount of each such class has been reduced to zero;

       


      
        
          
          

        

        
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      (5) to
        the
        Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and
        Class
        M8 Certificates, sequentially,
        in that
        order, until the Class Principal Amount of each such class has been reduced
        to
        zero;

       

      (6) for
        application as part of the Monthly Excess Cashflow for such Distribution
        Date,
        pursuant to Section 5.02(d), any such Principal Distribution Amount remaining
        after application pursuant to Sections 5.02(c)(i)(B)(1) through (5)
        above.

       

      (ii) On
        each
        Distribution Date (or, in the case of payments to the Swap Counterparty,
        the
        Business Day prior to each Distribution 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 such date will be distributed in the following order
        of
        priority:

       

      (A) for
        deposit into the Supplemental Interest Trust Account, the respective Swap
        Allocation Payment Amount for such Mortgage Pool owed to the Swap Counterparty
        (to the extent not paid previously from the Interest Remittance Amount in
        accordance Section 5.02(a) above); 

       

      (B) for
        deposit into the Supplemental Interest Trust Account, the allocable portion
        of
        any Net Swap Payment or Swap Termination Payment with respect to the other
        Mortgage Pool not due to a Swap Counterparty Trigger Event owed to the Swap
        Counterparty (to the extent not paid on previous Distribution Dates, from
        the
        Interest Remittance Amount in accordance with Section 5.02(a) after giving
        effect to distributions made pursuant to Section 5.02(c)(ii)(A) above);


       

      (C) (a)
        so
        long as any of the Subordinate Certificates are outstanding, to the Pool
        1
        Senior Certificates (from amounts in Pool 1, except as provided below) and
        to
        the Pool 2 Senior Certificates (from amounts in Pool 2, except as provided
        below), in each case in accordance with Section 5.02(c)(i), concurrently
        by
        Principal Allocation Percentage, in an amount equal to the lesser of (x)
        the
        Principal Distribution Amount for the related Mortgage Pool for such
        Distribution Date and (y) the Senior Principal Distribution Amount for the
        related Mortgage Pool (allocated by Principal Allocation Percentage) for
        such
        Distribution Date until the Class Principal Amount of each such class has
        been
        reduced to zero; or (b) otherwise to the Class 1-A1, Class 1-A2, Class 1-A3,
        Class 2-A1, Class 2-A2 and Class 2-A3 Certificates (in each case in accordance
        with Section 5.02(c)(i), concurrently by Principal Allocation Percentage),
        the
        Principal Distribution Amount for the related Mortgage Pool for such
        Distribution Date;

       

      (D) to
        the
        Class M1 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates on such Distribution Date pursuant
        to
        clause (C) above and any Net Swap Payment or Swap Termination Payment paid
        on
        such Distribution Date pursuant to clauses (A) and (B) above and (y) the
        M1
        Principal Distribution Amount for such Distribution Date, until the Class
        Principal Amount of such class has been reduced to zero; 

       


      
        
          
          

        

        
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      (E) to
        the
        Class M2 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates and the Class M1 Certificates on such
        Distribution Date pursuant to clauses (C) and (D) above and any Net Swap
        Payment
        or Swap Termination Payment paid on such Distribution Date pursuant to clauses
        (A) and (B) above and (y) the M2 Principal Distribution Amount for such
        Distribution Date, until the Class Principal Amount of such class has been
        reduced to zero; 

       

      (F) to
        the
        Class M3 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates and the Class M1 and Class M2
        Certificates on such Distribution Date pursuant to clauses (C) through (E)
        above
        and any Net Swap Payment or Swap Termination Payment paid on such Distribution
        Date pursuant to clauses (A) and (B) above and (y) the M3 Principal Distribution
        Amount for such Distribution 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 Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates and the Class M1, Class M2 and Class
        M3
        Certificates on such Distribution Date pursuant to clauses (C) through (F)
        above
        and any Net Swap Payment or Swap Termination Payment paid on such Distribution
        Date pursuant to clauses (A) and (B) above and (y) the M4 Principal Distribution
        Amount for such Distribution Date, until the Class Principal Amount of such
        class has been reduced to zero;

       

      (H) to
        the
        Class M5 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates and the Class M1, Class M2, Class
        M3 and
        Class M4 Certificates on such Distribution Date pursuant to clauses (C) through
        (G) above and any Net Swap Payment or Swap Termination Payment paid on such
        Distribution Date pursuant to clauses (A) and (B) above and (y) the M5 Principal
        Distribution Amount for such Distribution Date, until the Class Principal
        Amount
        of such class has been reduced to zero;

       

      (I) to
        the
        Class M6 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates and the Class M1, Class M2, Class
        M3,
        Class M4 and Class M5 Certificates on such Distribution Date pursuant to
        clauses
        (C) through (H) above and any Net Swap Payment or Swap Termination Payment
        paid
        on such Distribution Date pursuant to clauses (A) and (B) above and (y) the
        M6
        Principal Distribution Amount for such Distribution Date, until the Class
        Principal Amount of such class has been reduced to zero;

       


      
        
          
          

        

        
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      (J) to
        the
        Class M7 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates and the Class M1, Class M2, Class
        M3,
        Class M4, Class M5 and Class M6 Certificates on such Distribution Date pursuant
        to clauses (C) through (I) above and any Net Swap Payment or Swap Termination
        Payment paid on such Distribution Date pursuant to clauses (A) and (B) above
        and
        (y) the M7 Principal Distribution Amount for such Distribution Date, until
        the
        Class Principal Amount of such class has been reduced to zero;

       

      (K) to
        the
        Class M8 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        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 Distribution
        Date
        pursuant to clauses (C) through (J) above and any Net Swap Payment or Swap
        Termination Payment paid on such Distribution Date pursuant to clauses (A)
        and
        (B) above and (y) the M8 Principal Distribution Amount for such Distribution
        Date, until the Class Principal Amount of such class has been reduced to
        zero;
        and

       

      (L) for
        application as part of the Monthly Excess Cashflow for such Distribution
        Date,
        pursuant to Section 5.02(d), any Principal Distribution Amount remaining
        after
        application pursuant to clauses (A) through (K) above.

      


      In
        the
        event that Exchange Certificates comprising a Combination Group are exchanged
        for their related Exchangeable Certificates, such Exchangeable Certificates
        will
        be entitled to a proportionate share of the principal distributions on each
        Class of Exchange Certificates in such Combination Group. In addition,
        Exchangeable Certificates will bear a proportionate share of losses and interest
        shortfalls allocable to each Class of Exchange Certificates in such Combination
        Group.

      


      (d) Any
        Monthly Excess Cashflow will, on each Distribution Date, after distributions
        are
        made pursuant to Section 5.02(e), be distributed in the following order of
        priority:

       

      (i) To
        the
        extent unpaid pursuant to 5.02(b) above:

       

      (a) to
        the
        Senior Certificates, on a pro
        rata
        basis,
        Current Interest and Carryforward Interest for such classes for such
        Distribution Date; 

       

      (b) sequentially,
        to the
        Subordinate Certificates, Current Interest and Carryforward Interest for
        such
        classes for such Distribution Date;

       

      (ii) 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 and Subordinate
        Certificates equals the Target Amount for such Distribution Date, in the
        following order of priority:

       

      (A) pro
        rata,
        based
        upon the Senior Proportionate Percentage, after giving effect to principal
        distributions on such Distribution Date, to the Senior Certificates (other
        than
        the Class AX Certificates), in accordance with Section 5.02(c)(i), in reduction
        of their respective Class Principal Amounts, until the Class Principal Amount
        of
        each such Class has been reduced to zero;

       


      
        
          
          

        

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

       

      (iii) 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) pro
        rata,
        based
        upon the Senior Proportionate Percentage, after giving effect to principal
        distributions on such Distribution Date, to the Senior Certificates (other
        than
        the Class AX Certificates), in accordance with Section 5.02(c)(i), in reduction
        of their respective Class Principal Amounts, until the aggregate Class Principal
        Amount of such Senior Certificates, after giving effect to distributions
        on such
        Distribution Date, equals the Senior Target Amount;

       

      (B) to
        the
        Class M1 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates and the Class
        M1
        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 Class Principal Amount of the Senior Certificates and the Class
        M1 and
        Class M2 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 Class Principal Amount of the Senior Certificates and the Class
        M1,
        Class M2 and Class M3 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 Class Principal Amount of 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 M4 Target
        Amount;

       

      (F) to
        the
        Class M5 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of 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 M5 Target
        Amount;

       

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

       


      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      


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

       

      (iv) to
        the
        Basis Risk Reserve Fund, the amount of any Basis Risk Payment and then from
        the
        Basis Risk Reserve Fund, in the following order of priority:

       

      (A) from
        any
        proceeds received under the Interest Rate Cap Agreement, first, to the Senior
        Certificates (other than the Class AX Certificates), any Basis Risk Shortfalls
        and Unpaid Basis Risk Shortfalls for each such class and such Distribution
        Date,
pro
        rata
        in
        accordance with such shortfalls and second, to the C-X Component;

       

      (B) to
        the
        Senior Certificates (other than the Class AX Certificates), any Basis Risk
        Shortfalls and Unpaid Basis Risk Shortfalls to the extent not paid pursuant
        to
        Sections 5.02(d)(iv)(A), pro
        rata
        in
        proportion to such shortfalls; 

       

      (C) to
        the
        Subordinate Certificates, in accordance with the Subordinate Priority, any
        applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls;
        and

       

      (D) for
        addition to the amounts distributable pursuant to Section 5.02(d)(vi), amounts
        remaining in the Basis Risk Reserve Fund in excess of amounts required to
        be on
        deposit therein after satisfying clauses (A) through (C) above for such
        Distribution Date;

       

      (v) (a)
        first, in proportion to their respective Deferred Amounts, to the Senior
        Certificates (other than the Class AX Certificates) and (b) second, to the
        Subordinate Certificates, in accordance with the Subordinate Priority, any
        Deferred Amount for each such Class and such Distribution Date;

       

      (vi) to
        the
        Supplemental Interest Trust, for distribution pursuant to Sections 5.02(e)(viii)
        and 5.02(e)(ix); and

       

      (vii) to
        the
        Residual Certificate, any remaining amount.

       

      (e) On
        each
        Distribution Date (or, with respect to clauses (i), (ii) and (viii) below,
        on
        the related Swap Payment Date), the Trustee shall distribute the Supplemental
        Interest Trust Amount, together with any investment earnings on deposit in
        the
        Supplemental Interest Trust Account, before distributions are made pursuant
        to
        Section 5.02(d), for such date as follows:

       


      
        
          
          

        

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

       

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

       

      (iii) to
        the
        Senior Certificates (other than the Class AX Certificates), Current Interest
        and
        any Carryforward Interest for each such Class for such Distribution Date,
        in the
        priority described in Section 5.02(b) above;

       

      (iv) to
        the
        Senior Certificates (other than the Class AX Certificates), an amount equal
        to
        the lesser of (A) the remaining amount available for distribution and (B)
        the
        product of (i) the applicable Scheduled Notional Amount, (ii) the excess,
        if
        any, of (x) the lesser of (1) 1-Month LIBOR and (2) 6.720% over (y) the
        applicable Rate of Payment for such Distribution Date and (iii) a fraction,
        the
        numerator of which is the actual number of days in the related Accrual Period
        and the denominator of which is 360, to pay certain amounts necessary to
        maintain the Overcollateralization Target Amount set forth in Sections
        5.02(d)(ii) and 5.02(d)(iii);

       

      (v) to
        the
        Senior Certificates (other than the Class AX 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
        Sections 5.02(d)(iv)(A);

       

      (vi) in
        proportion to their respective Deferred Amounts, to the Senior Certificates
        (other than the Class AX Certificates), any Deferred Amount for each such
        Class
        and such Distribution Date;

       

      (vii) if
        applicable, for application to the purchase of a replacement interest rate
        swap
        agreement;

       

      (viii) to
        the
        Swap Counterparty, any unpaid Swap Termination Payment triggered by a Swap
        Counterparty Trigger Event owed to the Swap Counterparty pursuant to the
        Swap
        Agreement; and

       

      (ix) to
        the X
        Component of the Class X Certificates, the X Component Distributable Amount
        for
        such Distribution Date and to the S-X Component of the Class X Certificates
        any
        remaining Supplemental Interest Trust Amount.

       

      Notwithstanding
        the foregoing, the sum of the amounts distributed on all Distribution Dates
        pursuant to Sections 5.02(e)(iv) and Section 5.02(e)(vi) shall not exceed
        the
        aggregate amount of Realized Losses incurred from the Cut-off Date through
        the
        last day of the related Collection Period.

       

      (f) (1) On
        each
        Distribution Date on and prior to the X Component Account Termination Date,
        the
        Trustee shall withdraw the Class C Distributable Amount for such Distribution
        Date from the X Component Account, pursuant to Section 5.13 herein, and shall
        distribute such amount to the Class C Certificates.

       


      
        
          
          

        

        
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      (2) On
        each
        Distribution Date on or prior to the Class X Termination Date, the Trustee
        shall
        withdraw amounts on deposit in the X Component Account and distribute such
        amounts to the Class X Certificates, an amount equal to the excess, if any,
        of
        the sum of Realized Losses attributable to the Class C Mortgage Loans over
        the
        sum of all amounts distributed pursuant to this Section 5.02(f)(2) on prior
        Distribution Dates to the Class X Certificates.

       

      (g) On
        each
        Distribution Date, the Trustee (or Paying Agent, as applicable) shall distribute
        to the Holders of the Class 1-AP Certificates, any Prepayment Premiums paid
        by
        borrowers upon voluntary full or partial prepayment of the Mortgage Loans
        in
        Pool 1. On each Distribution Date, the Paying Agent shall distribute to the
        Holders of the Class 2-AP Certificates, any Prepayment Premiums paid by
        borrowers upon voluntary full or partial prepayment of the Mortgage Loans
        in
        Pool 2 (except for Prepayment Premiums with respect to the Mortgage Loans
        serviced by Countrywide Servicing, which will be retained by Countrywide
        Servicing).

       

      (h) On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust
        for
        the benefit of the holders of the Senior Certificates, an Interest Rate Cap
        Account. The Trustee shall deposit all amounts received on the Interest Rate Cap
        Agreement into the Interest Rate Cap Account. 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 moneys,
        including, without limitation, other moneys of the Trustee held pursuant
        to this
        Agreement. On each Distribution Date, the Trustee shall distribute the amounts
        in the Interest Rate Cap Account pursuant to Section 5.02(d)(iv)
        hereof.

       

      (i) Any
        Net
        Negative Amortization with respect to a Mortgage Pool will be allocated to
        the
        related Senior Certificates (other than the Class AX Certificates) and
        Subordinate Certificates pro
        rata
        according to the Class Principal Amount of each such Class of Certificates
        (or
        on the Apportioned Principal Balance thereof in the case of the Subordinate
        Certificates), in reduction of the amount of interest otherwise distributable
        to
        such Classes of Certificates; provided, however, that to the extent the amount
        of Net Negative Amortization otherwise allocable to such Certificates exceeds
        the amount of Current Interest accrued on the Related REMIC 3 Interest of
        such
        Certificates (or on the Apportioned Principal Balance thereof in the case
        of the
        Subordinate Certificates), then such excess Net Negative Amortization shall
        be
        allocated to the Class X Certificates to the extent payments would otherwise
        be
        made to the Class X Certificates in respect of the Uncertificated Class X
        Interest, and then, if necessary, among such Senior Certificates and Subordinate
        Certificates in proportion to, and up to, the amount of any remaining interest
        otherwise distributable on the Related REMIC 3 Interest of such Certificates
        and
        to the extent necessary any remaining Net Negative Amortization will result
        in
        Carryforward Interest (but shall not reduce Current Interest) for the Class
        AX
        Certificates.

       

      The
        amount of the reduction of Current Interest distributable to each Class of
        Certificates attributable to Net Negative Amortization will be added to the
        Class Principal Amount of that Class. 

       


      
        
          
          

        

        
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      Section
        5.03 Allocation
        of Losses.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (viii) to
        the
        Class M1 Certificates, until the Class Principal Amount of such Class has
        been
        reduced to zero; 

       

      (ix) concurrently,
        on the basis of Realized Losses on the related Mortgage Pool, (a) in the
        case of
        Pool 1, sequentially
        as
        follows: (A) first, the Class 1-A3 Certificates, (B) second, the Class 1-A2
        Certificates and (C) third, the Class 1-A1 Certificates, in that order, in
        each
        case until the Class Principal Amount of each such class has been reduced
        to
        zero, and (b) in the case of Pool 2, sequentially
        as
        follows: (A) first, the Class 2-A3 Certificates, (B) second, the Class 2-A2
        Certificates and (C) third, the Class 2-A1 Certificates, in that order, in
        each
        case until the Class Principal Amount of each such class has been reduced
        to
        zero. 

       

      Section
        5.04 Advances
        by Master Servicer, Servicer and Trustee.

       

      (a) Subject
        to Section 9.07, Advances shall be made in respect of each Determination
        Date as
        provided herein. If, on any Determination Date, any Servicer determines that
        any
        Scheduled Payments due during the related Collection Period and relating
        to any
        of the Mortgage Loans that it services have not been received, such Servicer
        shall advance such amount to the extent provided in the related Servicing
        Agreement. If the applicable Servicer fails to remit Advances required to
        be
        made under the related Servicing Agreement, the Master Servicer shall itself
        make, or shall cause the successor Servicer to make, such Advance on the
        Deposit
        Date immediately following such Determination Date; provided, however, that
        required Advances remitted by the applicable Servicer or the Master Servicer
        may
        be reduced by an amount, if any, to be set forth in an Officer’s Certificate to
        be delivered to the Trustee on such Determination Date, which if advanced
        the
        Master Servicer or the applicable Servicer has determined would not be
        recoverable from amounts received with respect to such Mortgage Loan, including
        late payments, Liquidation Proceeds, Insurance Proceeds or otherwise. If
        the
        Master Servicer determines that an Advance is required, it shall on the Deposit
        Date immediately following such Determination Date either (i) remit to the
        Trustee from its own funds (or funds advanced by the applicable Servicer)
        for
        deposit in the Certificate Account immediately available funds in an amount
        equal to such Advance, (ii) cause to be made an appropriate entry in the
        records
        of the Collection Account that funds in such account being held for future
        distribution or withdrawal have been, as permitted by this Section 5.04,
        used by
        the Master Servicer to make such Advance, and remit such immediately available
        funds to the Trustee for deposit in the Certificate Account or (iii) make
        Advances in the form of any combination of clauses (i) and (ii) aggregating
        the
        amount of such Advance. Any funds being held in the Collection Account for
        future distribution to Certificateholders and so used shall be replaced by
        the
        Master Servicer from its own funds by remittance to the Trustee for deposit
        in
        the Certificate Account on or before any future Deposit Date to the extent
        that
        funds in the Certificate Account on such Deposit Date shall be less than
        payments to Certificateholders required to be made on the related Distribution
        Date. The Master Servicer and the Servicers shall be entitled to be reimbursed
        from the Collection Account for all Advances made by it as provided in Section
        4.02. Notwithstanding anything to the contrary herein, in the event the Master
        Servicer determines in its reasonable judgment that an Advance is
        non-recoverable, the Master Servicer shall be under no obligation to make
        such
        Advance. The Trustee shall be entitled to conclusively rely upon any
        determination by the Master Servicer that an Advance, if made, would constitute
        a non-recoverable Advance.

       


      
        
          
          

        

        
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      (b) In
        the
        event that the Master Servicer or any Servicer fails for any reason to make
        an
        Advance required to be made pursuant to this Section 5.04 on or before the
        Deposit Date, the Trustee, solely in its capacity as successor master servicer
        pursuant to Section 6.14, shall, on or before the related Distribution Date,
        deposit in the Certificate Account an amount equal to the excess of (a) Advances
        required to be made by the Master Servicer or any Servicer that would have
        been
        deposited in such Certificate Account over (b) the amount of any Advance
        made by
        the Master Servicer or such Servicer with respect to such Distribution Date;
        provided, however, that the Trustee shall be required to make such Advance
        only
        if it is not prohibited by law from doing so and it has determined that such
        Advance would be recoverable from amounts to be received with respect to
        such
        Mortgage Loan, including late payments, Liquidation Proceeds, Insurance
        Proceeds, or otherwise. The Trustee shall be entitled to be reimbursed from
        the
        Certificate Account for Advances made by it pursuant to this Section 5.04
        as if
        it were the Master Servicer.

       

      Section
        5.05 Compensating
        Interest Payments.

       

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

       


      
        
          
          

        

        
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      Section
        5.06 Basis
        Risk Reserve Fund.

       

      (a) On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust
        for
        the benefit of the LIBOR Certificates and Subordinate Certificates, a Basis
        Risk
        Reserve Fund. 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 moneys, including, without limitation, other moneys
        of the Trustee held pursuant to this Agreement.

       

      (b) [Reserved]

       

      (c) Funds
        in
        the Basis Risk Reserve Fund shall be invested in Eligible Investments. The
        Class
        X Certificates shall evidence ownership of the Basis Risk Reserve Fund for
        federal income tax purposes and LBH, on behalf of the Holders thereof, shall
        direct the Trustee, in writing, as to investment of amounts on deposit therein.
        LBH shall be liable for any losses incurred on such investments. In the absence
        of written instructions from LBH as to the investment of funds on deposit
        in the
        Basis Risk Reserve Fund, such funds shall remain uninvested.

       

      Section
        5.07 Class
        1-AP and Class 2-AP Reserve Funds.

       

      (a) The
        Trustee shall establish and maintain two segregated trust accounts that are
        Eligible Accounts, which shall be titled “Class 1-AP Reserve Fund, U.S. Bank
        National Association, as trustee, in trust for the registered holders of
        Lehman
        XS Trust Mortgage Pass-Through Certificates, Series 2007-18N” (the “Class 1-AP
        Reserve Fund”) and “Class 2-AP Reserve Fund, U.S. Bank National Association, as
        trustee, in trust for the registered holders of Lehman XS Trust Mortgage
        Pass-Through Certificates, Series 2007-18N” (the “Class 2-AP Reserve Fund”). The
        Trustee shall credit each of the Class 1-AP Reserve Fund and the Class 2-AP
        Reserve Fund with $1,000 remitted for such purpose on the Closing Date to
        the
        Trustee by LBH. Funds deposited in the Class 1-AP Reserve Fund and the Class
        2-AP Reserve Fund shall be held in trust by the Trustee on behalf of the
        Certificateholders until distributed pursuant to Section 5.07(c). 

       

      (b) Funds
        in
        each of the Class 1-AP Reserve Fund and the Class 2-AP Reserve Fund shall
        remain
        uninvested.

       

      (c) On
        the
        Distribution Date in October 2012, the Trustee shall distribute $1,000 from
        the
        Class 1-AP Reserve Fund to the Holders of the Class 1-AP Certificates. On
        the
        Distribution Date in October 2012, the Trustee shall distribute $1,000 from
        the
        Class 2-AP Reserve Fund to the Holders of the Class 2-AP Certificates.


       

      (d) None
        of
        the assets of the Class P Reserve Funds shall be an asset of any of the
        REMICs.

       

      Section
        5.08 Supplemental
        Interest Trust.

       

      (a) A
        separate trust is hereby established (the “Supplemental Interest Trust”), the
        corpus of which shall be held by the Trustee, in trust, for the benefit of
        the
        holders of the Certificates and the Swap Counterparty. The Trustee, as trustee
        of the Supplemental Interest Trust, shall establish an account (the
“Supplemental Interest Trust Account”). The Supplemental Interest Trust Account
        shall be an Eligible Account, and funds on deposit therein shall be held
        separate and apart from, and shall not be commingled with, any other moneys,
        including, without limitation, other moneys of the Trustee held pursuant
        to this
        Agreement.

       


      
        
          
          

        

        
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      (b) The
        Trustee shall deposit into the Supplemental Interest Trust Account any Net
        Swap
        Payment required pursuant to Sections 5.02(a) and 5.02(c), any Swap Termination
        Payment required pursuant to Sections 5.02(a) and 5.02(c), any amounts received
        from the Swap Counterparty under the Swap Agreement and any amounts required
        pursuant to Section 5.02(d)(vi), and shall distribute from the Supplemental
        Interest Trust Account any Net Swap Payment required pursuant to Section
        5.02(e)(i) or Swap Termination Payment required pursuant to Sections 5.02(e)(ii)
        and 5.02(e)(viii).

       

      (c) Funds
        in
        the Supplemental Interest Trust Account shall be invested in Eligible
        Investments. Any earnings on such amounts shall be distributed on each
        Distribution Date pursuant to Section 5.02(e). The S-X Component of the Class
        X
        Certificates shall evidence ownership of the Supplemental Interest Trust
        Account
        for federal income tax purposes and the Holder thereof shall direct the Trustee,
        in writing, as to investment of amounts on deposit therein. The Class X
        Certificateholders 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 Supplemental Interest Trust Account,
        such
        funds shall be invested in the First American Government Obligations Fund
        or
        comparable investment vehicle. Any amounts on deposit in the Supplemental
        Interest Trust Account in excess of the Supplemental Interest Trust Amount
        on
        any Distribution Date shall be held for distribution pursuant to Section
        5.02(e)
        on the following Distribution Date.

       

      (d) Upon
        termination of the Trust Fund, any amounts remaining in the Supplemental
        Interest Trust Account shall be distributed pursuant to the priorities set
        forth
        in Section 5.02(e).

       

      (e) [Reserved].

       

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

       

      Section
        5.09 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(a) and 5.02(c), and any Swap Termination
        Payment required pursuant to Sections 5.02(a) and 5.02(c), into the Supplemental
        Interest Trust Account, (B) to deposit any amounts required pursuant to Section
        5.08(b) into the Supplemental Interest Trust Account, (C) to pay any Net
        Swap
        Payment required pursuant to Section 5.02(e)(i) or Swap Termination Payment
        required pursuant to Sections 5.02(e)(ii) and (viii) to the Swap Counterparty
        and (D) to establish and maintain the Supplemental Interest Trust Account,
        to
        make such deposits thereto, investments therein and distributions therefrom
        as
        are required pursuant to Section 5.08. For the protection and enforcement
        of the
        provisions of this Section the Swap Counterparty shall be entitled to such
        relief as can be given either at law or in equity.

       


      
        
          
          

        

        
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      Section
        5.10 Termination
        Receipts.

       

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

       

      Unless
        otherwise permitted by the Rating Agencies as evidenced in a written
        confirmation, the Depositor shall arrange for replacement Swap Agreement(s)
        and
        the Trustee shall promptly, with the assistance and cooperation of the
        Depositor, use amounts on deposit in the Termination Receipts Account, if
        necessary, to enter into 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 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 S-X Component of the Class X Certificates. Neither
        the
        Termination Receipts Account nor the Replacement Receipts Account shall be
        the
        asset of any REMIC.

       

      Section
        5.11 Collateral
        Account.

       

      In
        the
        event that the Swap Counterparty is required to post collateral pursuant
        to a
        downgrade event under the Swap Agreement, the Trustee, on behalf of the Trust
        Fund, is hereby authorized to establish on the Closing Date, a Collateral
        Account for the deposit of such monies. Funds in the Collateral Account shall
        not be commingled with any other monies and shall not be invested. Funds
        in the
        Collateral Account will be administered pursuant to the Credit Support Annex
        of
        the Swap Agreement. The Collateral Account shall not be an asset of any REMIC.
        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 and distributed as
        all or
        a portion of such Net Swap Payment or Swap Termination Payment pursuant to
        Section 5.02.

       


      
        
          
          

        

        
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      Section
        5.12 Reserved.
        

       

      Section
        5.13 X
        Component Account.

       

      (a) On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust
        for
        the benefit of the holders of the Class X Certificates, the X Component Account.
        No later than the first date on which any NIM Securities are issued, the
        Depositor may deposit a dollar amount into the X Component Account. The X
        Component Account shall be an Eligible Account, and funds on deposit therein
        shall be held separate and apart from, and shall not be commingled with,
        any
        other moneys, including, without limitation, other moneys of the Trustee
        held
        pursuant to this Agreement.

       

      (b) Funds
        in
        the X Component Account may be invested in Eligible Investments having fixed
        maturities described in clauses (i), (iv), (v) or (vii) of the definition
        thereof by the Trustee at the direction of the holders of the Class C
        Certificates maturing on or prior to the next succeeding Distribution Date.
        No
        Eligible Investments shall be acquired or disposed of for the primary purpose
        of
        recognizing gains or decreasing losses from market value changes. Any funds
        held
        in the X Component Account that are not invested shall be held in cash. In
        the
        absence of such written direction, all funds in the X Component Account shall
        remain uninvested. Any investment earnings on such amounts in the X Component
        Account shall be payable to the holders of the Class C Certificates. The
        Trustee
        shall account for the X Component Account as an outside reserve fund within
        the
        meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC
        created
        pursuant to this Agreement. The Class C Certificates shall evidence ownership
        of
        the X Component Account for federal tax purposes and the Holders thereof
        shall
        direct the Trustee in writing as to the investment of amounts therein. The
        Trustee shall have no liability for losses on investments in Eligible
        Investments made pursuant to this Section 5.13(b) (other than as obligor
        on any
        such investments). Upon termination of the X Component Account, any amounts
        remaining in the X Component Account shall be distributed to the Holders
        of the
        Class C Certificates in the same manner as if distributed pursuant to Section
        5.02(f)(1) hereof.

       

      (c) On
        each
        Distribution Date on or prior to the Class X Termination Date, amounts on
        deposit in the X Component Account will be withdrawn and applied to make
        payments on the Class X and Class C Certificates, as provided in Section
        5.02(f)
        of this Agreement. Any amounts that the Trustee is not required to distribute
        from the X Component Account pursuant to Section 5.02(f) of this Agreement
        shall
        remain on deposit in the X Component Account.

       


      
        
          
          

        

        
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      (d) The
        X
        Component Account shall terminate on the earlier of (i) the X Component Account
        Termination Date or (ii) the Distribution Date on which the amount on deposit
        in
        the X Component Account is reduced to zero.

       

      ARTICLE
        VI.

       

      CONCERNING
        THE TRUSTEE; EVENTS OF DEFAULT

       

      Section
        6.01 Duties
        of Trustee.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

      (ii) For
        all
        purposes under this Agreement, the Trustee shall not be deemed to have notice
        of
        any Event of Default (other than resulting from a failure by the Master Servicer
        to remit funds or to furnish information to the Trustee when required to
        do so)
        unless a Responsible Officer of the Trustee has actual knowledge thereof
        or
        unless written notice of any event which is in fact such a default is received
        by the Trustee at the address provided in Section 11.07, and such notice
        references the Holders of the Certificates and this Agreement;

       

      (iii) The
        Trustee shall not be responsible for the acts or omissions of any Servicer,
        Custodian or the Master Servicer, it being understood that this Agreement
        shall
        not be construed to render any of them agents of one another; and

       

      (iv) The
        Trustee shall not be responsible for the acts or omissions of the Master
        Servicer.

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (g) The
        Trustee shall not be held liable by reason of any insufficiency in any account
        (including without limitation the Collection Account and the Certificate
        Account) held by or on behalf of the Trustee resulting from any investment
        loss
        on any Eligible Investment included therein (except to the extent that the
        Trustee is the obligor and has defaulted thereon).

       

      (h) Except
        as
        otherwise provided herein, the Trustee shall not have any duty (A) to 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, (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
        other than from funds available in the Collection Account or the Certificate
        Account, or (D) to confirm or verify the contents of any reports or certificates
        of the Master Servicer, any Servicer, the Swap Counterparty, the Cap Provider
        or
        the Depositor delivered to the Trustee pursuant to this Agreement believed
        by
        the Trustee to be genuine and to have been signed or presented by the proper
        party or parties.

       

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

       

      (j) Notwithstanding
        anything in this Agreement to the contrary, the Trustee shall not be liable
        for
        special, indirect or consequential losses or damages of any kind whatsoever
        (including, but not limited to, lost profits), even if the Trustee has been
        advised of the likelihood of such loss or damage and regardless of the form
        of
        action.

       

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

       

      (l) For
        so
        long as the Depositor is subject to Exchange Act reporting requirements for
        the
        Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-18N transaction,
        the Trustee shall give prior written notice to the Sponsor, the Master Servicer
        and the Depositor of the appointment of any Subcontractor by it and a written
        description (in form and substance satisfactory to the Sponsor and the
        Depositor) of the role and function of each Subcontractor utilized by the
        Trustee, specifying (A) the identity of each such Subcontractor and (B) which
        elements of the servicing criteria set forth under Item 1122(d) of Regulation
        AB
        will be addressed in assessments of compliance provided by each such
        Subcontractor.

       

      (m) The
        Trustee shall notify the Sponsor, the Master Servicer and the Depositor within
        five (5) calendar days of knowledge thereof (i) of any legal proceedings
        pending
        against the Trustee, of the type described in Item 1117 (§ 229.1117) of
        Regulation AB, (ii) of any merger, consolidation or sale of substantially
        all of
        the assets of the Trustee and (iii) if the Trustee shall become (but only
        to the
        extent not previously disclosed) at any time an affiliate of any of the parties
        listed on Exhibit S hereto or any of their affiliates. On or before March
        1st of
        each year, the Depositor shall distribute the information in Exhibit S to
        the
        Trustee.

       


      
        
          
          

        

        
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      Section
        6.02 Certain
        Matters Affecting the Trustee.

       

      Except
        as
        otherwise provided in Section 6.01:

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

      (viii) The
        Trustee shall not be required to give any bond or surety in respect of the
        execution of the Trust Fund created hereby or the powers granted
        hereunder.

       

      Section
        6.03 Trustee
        Not Liable for Certificates.

       

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

       

      Section
        6.04 Trustee
        May Own Certificates.

       

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

       

      Section
        6.05 Eligibility
        Requirements for Trustee.

       

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

       


      
        
          
          

        

        
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      Section
        6.06 Resignation
        and Removal of Trustee.

       

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

       

      (b) If
        at any
        time (i) the Trustee shall cease to be eligible in accordance with the
        provisions of Section 6.05 and shall fail to resign after written request
        therefor by the Depositor or any NIMS Insurer, (ii) the Trustee shall become
        incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
        of the Trustee or of its property shall be appointed, or any public officer
        shall take charge or control of the Trustee or of its property or affairs
        for
        the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
        imposed or threatened with respect to the Trust Fund by any state in which
        the
        Trustee or the Trust Fund held by the Trustee is located, (iv) the continued
        use
        of the Trustee would result in a downgrading of the rating by any Rating
        Agency
        of any Class of Certificates with a rating, or (v) the Trustee shall fail to
        provide the information required pursuant to Section 6.01(l) or (m) or Section
        9.25 hereof, then the Depositor, any NIMS Insurer or the Master Servicer
        shall
        remove the Trustee and the Depositor shall appoint a successor trustee
        acceptable to any NIMS Insurer and the Master Servicer by written instrument,
        one copy of which instrument shall be delivered to each of the Trustee so
        removed, the successor trustee, the Master Servicer, the Swap Counterparty
        and
        any NIMS Insurer.

       

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

       


      
        
          
          

        

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

       

      Section
        6.07 Successor
        Trustee.

       

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

       

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

       

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

       

      Section
        6.08 Merger
        or Consolidation of Trustee.

       

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

       


      
        
          
          

        

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

       

      (a) Notwithstanding
        any other provisions hereof, at any time, the Trustee, the Depositor or the
        Certificateholders evidencing more than 50% of the Class Principal Amount
        (or
        Percentage Interest) of every Class of Certificates shall have the power
        from
        time to time to appoint one or more Persons, approved by the Trustee and
        any
        NIMS Insurer, to act either as co-trustees jointly with the Trustee, or as
        separate trustees, or as custodians, for the purpose of holding title to,
        foreclosing or otherwise taking action with respect to any Mortgage Loan
        outside
        the state where the Trustee has its principal place of business where such
        separate trustee or co-trustee is necessary or advisable (or the Trustee
        has
        been advised by the Master Servicer that such separate trustee or co-trustee
        is
        necessary or advisable) under the laws of any state in which a property securing
        a Mortgage Loan is located or for the purpose of otherwise conforming to
        any
        legal requirement, restriction or condition in any state in which a property
        securing a Mortgage Loan is located or in any state in which any portion
        of the
        Trust Fund is located. The separate Trustees, co-trustees, or custodians
        so
        appointed shall be trustees or custodians for the benefit of all the
        Certificateholders and shall have such powers, rights and remedies as shall
        be
        specified in the instrument of appointment; provided, however, that no such
        appointment shall, or shall be deemed to, constitute the appointee an agent
        of
        the Trustee. The obligation of the Trustee to make Advances pursuant to Section
        5.04 and 6.14 shall not be affected or assigned by the appointment of a
        co-trustee. Prior to the appointment hereunder of any co-trustee, separate
        trustee, or custodian pursuant to this Section 6.09, such Person shall enter
        into an agreement, in form and substance satisfactory to the Depositor, the
        Master Servicer and the Trustee, relating to the satisfaction of such Person
        of
        its reporting obligations under Regulation AB with respect to the Trust Fund.
        The Trustee shall not be responsible for any action or omission of any separate
        trustee, co-trustee or custodian. Notwithstanding the foregoing, if such
        co-custodian or co-trustee is determined to be a Servicing Function Participant,
        no such co-custodian or co-trustee shall be vested with any powers, rights
        and
        remedies under this Agreement unless such party has agreed to comply with
        all
        Regulation AB requirements set forth under this Agreement or each Custodial
        Agreement, as applicable.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (d) Any
        separate trustee, co-trustee or custodian may, at any time, constitute the
        Trustee its agent or attorney in fact with full power and authority, to the
        extent not prohibited by law, to do any lawful act under or in respect of
        this
        Agreement on its behalf and in its name. If any separate trustee, co-trustee
        or
        custodian shall die, become incapable of acting, resign or be removed, all
        of
        its estates, properties, rights, remedies and trusts shall vest in and be
        exercised by the Trustee, to the extent permitted by law, without the
        appointment of a new or successor trustee.

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      Section
        6.10 Authenticating
        Agents.

       

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

       

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

       

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

       


      
        
          
          

        

        
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      Section
        6.11 Indemnification
        of Trustee.

       

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

       

      (i) with
        respect to any such claim, the Trustee shall have given the Depositor, the
        Master Servicer and the Holders written notice thereof promptly after the
        Trustee shall have knowledge thereof; provided that failure to so notify
        shall
        not relieve the Trust Fund of the obligation to indemnify the Trustee; however,
        any reasonable delay by the Trustee to provide written notice to the Depositor,
        the Master Servicer and the Holders promptly after the Trustee shall have
        obtained knowledge of a claim shall not relieve the Trust Fund of the obligation
        to indemnify the Trustee under this Section 6.11;

       

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

       

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

       

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

       

      Section
        6.12 Fees
        and Expenses of Trustee and Custodians.

       

      The
        Trustee shall be entitled to (i) receive, and is authorized to pay itself,
        the
        amount of income or gain earned from investment of funds in the Certificate
        Account and (ii) reimbursement of all reasonable expenses, disbursements
        and
        advances incurred or made by the Trustee in accordance with this Agreement
        (including fees and expenses of its counsel and all persons not regularly
        in its
        employment and any amounts described in Section 10.01 to which the Trustee
        is
        entitled as provided therein), except for expenses, disbursements and advances
        that either (i) do not constitute “unanticipated expenses” within the meaning of
        Treasury Regulations Section 1.860G-1(b)(3)(ii) or (ii) arise from its
        negligence, bad faith or willful misconduct. The 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 or reimbursement from amounts on deposit
        in
        the Certificate Account prior to any distributions to Certificateholders
        pursuant to Section 5.02 hereof.

       


      
        
          
          

        

        
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      Section
        6.13 Collection
        of Monies.

       

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

       

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

       

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

       

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

       

      (ii) Any
        failure on the part of the Master Servicer duly to observe or perform in
        any
        material respect any other of the covenants or agreements on the part of
        the
        Master Servicer contained in this Agreement which continues unremedied for
        a
        period of 30 days (or 15 days, in the case of failure to maintain any Insurance
        Policy required to be maintained pursuant to this Agreement) after the date
        on
        which written notice of such failure, requiring the same to be remedied,
        shall
        have been given to the Master Servicer by the Trustee or to the Master Servicer
        and the Trustee by any NIMS Insurer or Holders of not less than 25% of the
        Class
        Principal Amount (or Class Notional Amount or Percentage Interest) of each
        Class
        of Certificates affected thereby; or

       

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

       


      
        
          
          

        

        
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      (iv) 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

       

      (v) 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

       

      (vi) 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

       

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

       

      (viii) 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 not less than 50% of the Aggregate
        Voting Interests of the Certificates; or

       

      (ix) The
        Master Servicer has notice or actual knowledge that a 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

       

      (x) After
        any
        receipt of notice from the Trustee or any NIMS Insurer, any failure of the
        Master Servicer to remit to the Trustee any payment required to be made to
        the
        Trustee for the benefit of Certificateholders under the terms of this Agreement,
        including any Advance, on any Deposit Date, which failure continues unremedied
        for a period of one Business Day after the date upon which such written notice
        of such failure shall have been given to the Master Servicer by the
        Trustee.

       

      If
        an
        Event of Default described in clauses (i) through (ix) of this Section 6.14
        shall occur, then, in each and every case, subject to applicable law, so
        long as
        any such Event of Default shall not have been remedied within any period
        of time
        prescribed by this Section, the Trustee, by notice in writing to the Master
        Servicer may, and shall, if so directed by Certificateholders evidencing
        not
        less than 25% of the Class Principal Amount (or Class Notional Amount or
        Percentage Interest) of each Class of Certificates affected thereby or any
        NIMS
        Insurer, 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 (x) of this Section 6.14 shall occur, then,
        in
        each and every case, subject to applicable law, so long as such Event of
        Default
        shall not have been remedied within the time period prescribed by clause
        (x) of
        this Section 6.14, the Trustee, by notice in writing to the Master Servicer
        and
        the NIMS Insurer, shall promptly terminate all the rights and obligations
        of the
        Master Servicer hereunder and in and to the Mortgage Loans and the proceeds
        thereof. On or after the receipt by the Master Servicer of such written notice,
        all authority and power of the Master Servicer, and only in its capacity
        as
        Master Servicer under this Agreement, whether with respect to the Mortgage
        Loans
        or otherwise, shall pass to and be vested in the Trustee and pursuant to
        and
        under the terms of this Agreement; provided, however, the parties acknowledge
        that notwithstanding the preceding sentence, there may be a transition period,
        not to exceed 90 days, in order to effect the transfer of the Master Servicer’s
        obligations to the Trustee, the Trustee is hereby authorized and empowered
        to
        execute and deliver, on behalf of the defaulting Master Servicer as
        attorney-in-fact or otherwise, any and all documents and other instruments,
        and
        to do or accomplish all other acts or things necessary or appropriate to
        effect
        the purposes of such notice of termination, whether to complete the transfer
        and
        endorsement or assignment of the Mortgage Loans and related documents or
        otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee
        in effecting the termination of the defaulting Master Servicer’s
        responsibilities and rights hereunder as Master Servicer including, without
        limitation, notifying the Servicers of the assignment of the master servicing
        function and providing the Trustee or its designee all documents and records
        in
        electronic or other form reasonably requested by it to enable the Trustee
        or its
        designee to assume the defaulting Master Servicer’s functions hereunder and the
        transfer to the Trustee for administration by it of all amounts which shall
        at
        the time be or should have been deposited by the defaulting Master Servicer
        in
        the Collection Account maintained by such defaulting Master Servicer and
        any
        other account or fund maintained with respect to the Certificates or thereafter
        received with respect to the Mortgage Loans. The Master Servicer being
        terminated (or the Trust Fund, if the Master Servicer is unable to fulfill
        its
        obligations hereunder) as a result of an Event of Default shall bear all
        costs
        of a master servicing transfer, including but not limited to those of the
        Trustee reasonably allocable to specific employees and overhead, legal fees
        and
        expenses, accounting and financial consulting fees and expenses, and costs
        of
        amending the Agreement, if necessary.

       


      
        
          
          

        

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

       


      
        
          
          

        

        
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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(a)(i), (ii), (iii), (v), (vii), (ix) and (x) to the extent
        such
        reimbursement relates to the period prior to such Master Servicer’s
        termination.

       

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

       

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

       

      (c) Notwithstanding
        the above, the Trustee may, if it shall be unwilling to continue to so act,
        or
        shall, if it is unable to so act or if any NIMS Insurer so requests in writing
        to the Trustee, request the Depositor 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 acceptable to the NIMS Insurer 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 a master servicer, like the Master Servicer hereunder. Any entity designated
        by the Trustee as a successor master servicer may be an Affiliate of the
        Trustee; provided, however, that, unless such Affiliate meets the net worth
        requirements and other standards set forth herein for a successor master
        servicer, the Trustee in its individual capacity shall agree, at the time
        of
        such designation, to be and remain liable to the Trust Fund for such Affiliate’s
        actions and omissions in performing its duties hereunder. In connection with
        such appointment and assumption, the Trustee may make such arrangements for
        the
        compensation of such successor out of payments on Mortgage Loans as it and
        such
        successor shall agree; provided, however, that no such compensation shall
        be in
        excess of that permitted to the Master Servicer hereunder. The Trustee and
        such
        successor shall take such actions, consistent with this Agreement, as shall
        be
        necessary to effectuate any such succession and may make other arrangements
        with
        respect to the servicing to be conducted hereunder which are not inconsistent
        herewith. The Master Servicer shall cooperate with the Trustee and any successor
        master servicer in effecting the termination of the Master Servicer’s
        responsibilities and rights hereunder including, without limitation, notifying
        Mortgagors of the assignment of the master servicing functions and providing
        the
        Trustee and successor master servicer, as applicable, all documents and records
        in electronic or other form reasonably requested by it to enable it to assume
        the Master Servicer’s functions hereunder and the transfer to the Trustee or
        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
        thereafter be received with respect to the Mortgage Loans. Neither the Trustee
        nor any other successor master servicer shall be deemed to be in default
        hereunder by reason of any failure to make, or any delay in making, any
        distribution hereunder or any portion thereof caused by (i) the failure of
        the
        Master Servicer to deliver, or any delay in delivering, cash, documents or
        records to it, (ii) the failure of the Master Servicer to cooperate as required
        by this Agreement, (iii) the failure of the Master Servicer to deliver the
        Mortgage Loan data to the Trustee or such successor master servicer as required
        by this Agreement or (iv) restrictions imposed by any regulatory authority
        having jurisdiction over the Master Servicer. No 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 terminated Master Servicer to deliver, or any delay in
        delivering cash, documents or records to it, or (ii) the failure of the
        terminated Master Servicer to cooperate as required by this
        Agreement.

       


      
        
          
          

        

        
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      Section
        6.15 Additional
        Remedies of Trustee Upon Event of Default.

       

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

       


      
        
          
          

        

        
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      Section
        6.16 Waiver
        of Defaults.

       

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

       

      Section
        6.17 Notification
        to Holders.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      Section
        6.20 Preparation
        of Tax Returns and Other Reports.

       

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

       

      (b) The
        Trustee shall prepare and file with the IRS, on behalf of each REMIC created
        hereby, an application on IRS Form SS-4. The Trustee, upon receipt from the
        IRS
        of the Notice of Taxpayer Identification Number Assigned for each REMIC,
        shall
        promptly forward copies of such notices to the Master Servicer and the
        Depositor. The Trustee will file an IRS Form 8811 for all REMICs created
        hereunder. The Trustee shall have no obligation to verify the information
        in any
        Form 8811 or Form SS-4 filing.

       

      (c) Reports
        Filed on Form 10-D.

       

      (i) Within
        15
        days after each Distribution Date (or, if applicable, within such shorter
        period
        of time as is required under the rules of the Commission as in effect from
        time
        to time (the “Rules”)) during each year in which the Trust Fund is subject to
        Exchange Act reporting requirements, the Trustee shall prepare and file on
        behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
        and
        substance as required by the Exchange Act. The Trustee shall file each Form
        10-D
        with a copy of the related Distribution Date Statement attached thereto.
        Any
        disclosure in addition to the Distribution Date Statement that is required
        to be
        included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined
        and prepared by and at the direction of the Depositor pursuant to the following
        paragraph and the Trustee will have no duty or liability for any failure
        hereunder to determine or prepare any Additional Form 10-D Disclosure, except
        as
        set forth in the next paragraph.

       


      
        
          
          

        

        
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      (ii) As
        set
        forth on Exhibit Q-1 hereto, within five calendar days after the related
        Distribution Date, (A) certain parties to the Lehman XS Trust Mortgage
        Pass-Through Certificates, Series 2007-18N transaction, as identified in
        Exhibit
        Q-1, shall provide to the Trustee, to the extent known by a Responsible Officer
        thereof, in EDGAR-compatible form (which may be Word or Excel documents easily
        convertible to EDGAR format), or in such other form as otherwise agreed upon
        by
        the Trustee and such party, the form and substance of any Additional Form
        10-D
        Disclosure, if applicable, and included with such Additional Form 10-D
        Disclosure, an Additional Disclosure Notification in the form attached hereto
        as
        Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and
        substance of the Additional Form 10-D Disclosure, and (C) the Depositor will
        approve, as to form and substance, or disapprove, as the case may be, the
        inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor
        will
        be responsible for any reasonable fees and expenses assessed or incurred
        by the
        Trustee in connection with including any Additional Form 10-D Disclosure
        on Form
        10-D pursuant to this paragraph.

       

      (iii) After
        preparing the Form 10-D, the Trustee shall forward electronically a draft
        copy
        of the Form 10-D to the Exchange Act Signing Party for review and approval.
        If
        the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
        Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
        distributed to the Depositor for review and approval. No later than two Business
        Days prior to the 15th calendar day after the related Distribution Date,
        a
        senior officer of the Exchange Act Signing Party shall sign the Form 10-D
        and
        return an electronic or fax copy of such signed Form 10-D (with an original
        executed hard copy to follow by overnight mail) to the Trustee. If a Form
        10-D
        cannot be filed on time or if a previously filed Form 10-D needs to be amended,
        the Trustee will follow the procedures set forth in subsection (f)(ii) of
        this
        Section 6.20. Promptly (but no later than one Business Day) after the deadline
        for filing such report with the Commission, the Trustee will make available
        on
        its internet website a final executed copy of each Form 10-D. Each party
        to this
        Agreement acknowledges that the performance by the Trustee of its duties
        under
        this Section 6.20(c) 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(c). The Trustee shall
        have no liability for any loss, expense, damage, claim arising out of or
        with
        respect to any failure to properly prepare and/or timely file such Form 10-D,
        where such failure results from the Trustee’s inability or failure to obtain or
        receive, on a timely basis, any information from any other party hereto needed
        to prepare, arrange for execution or file such Form 10-D, not resulting from
        its
        own negligence, bad faith or willful misconduct.

       

      (d) Reports
        Filed on Form 10-K.

       

      (i) Unless
        and until a Form 15 suspension notice shall have been filed, on or prior
        to the
        90th
        calendar
        day after the end of each fiscal year of the Trust Fund or such earlier date
        as
        may be required by the Exchange Act (the “10-K Filing Deadline”) (it being
        understood that the fiscal year for the Trust Fund ends on December 31st
        of each
        year), commencing in March 2008, the Trustee shall prepare and file on behalf
        of
        the Trust Fund a Form 10-K, in form and substance as required by the Exchange
        Act. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor
        shall provide to the Trustee, no later than 30 days prior to the 10-K Filing
        Deadline, a template of the Form 10-K in an Edgar-compatible format. Each
        such
        Form 10-K shall include the following items, in each case to the extent they
        have been delivered to the Trustee within the applicable time frames set
        forth
        in this Agreement and in the 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 the Servicer, the Custodian, each Additional Servicer,
        the Master Servicer, any Servicing Function Participant, the Paying Agent
        (if
        other than the Trustee) and the Trustee (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 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 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
        Trustee will have no duty or liability for any failure hereunder to determine
        or
        prepare any Additional Form 10-K Disclosure, except as set forth in the next
        paragraph.

       


      
        
          
          

        

        
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      (ii) As
        set
        forth on Exhibit Q-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 Lehman XS Trust Mortgage Pass-Through Certificates,
        Series 2007-18N transaction, as identified in Exhibit Q-2, shall provide
        to the
        Trustee, to the extent known by a Responsible Officer thereof, in
        EDGAR-compatible form (which may be Word or Excel documents easily convertible
        to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
        and such party, the form and substance of any Additional Form 10-K Disclosure,
        if applicable, and include with such Additional Form 10-K Disclosure, an
        Additional Disclosure Notification in the form attached hereto as Exhibit
        Q-4,
        (B) the Trustee shall forward to the Depositor, the form and substance of
        the
        Additional Form 10-K Disclosure, and (C) the Depositor will approve, as to
        form
        and substance, or disapprove, as the case may be, the inclusion of the
        Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under
        this
        Agreement to monitor or enforce the performance by the parties listed on
        Exhibit
        Q-2 of their duties under this paragraph or proactively solicit or procure
        from
        such parties any Form 10-K Disclosure Information. The Sponsor will be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Trustee in connection with including any Additional Form 10-K Disclosure
        on Form
        10-K pursuant to this paragraph.

       


      
        
          
          

        

        
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      (iii) After
        preparing the Form 10-K, the Trustee shall forward electronically a draft
        copy
        of the Form 10-K to the Exchange Act Signing Party for review and approval.
        If
        the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes
        Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically
        distributed to the Depositor for review and approval. No later than the close
        of
        business New York City time on the 4th Business Day prior to the 10-K Filing
        Deadline, a senior officer of the Exchange Act Signing Party shall sign the
        Form
        10-K and return an electronic or fax copy of such signed Form 10-K (with
        an
        original executed hard copy to follow by overnight mail) to the Trustee.
        If a
        Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
        to be
        amended, the Trustee will follow the procedures set forth in subsection (f)
        of
        this Section 6.20. Promptly (but no later than one Business Day) after the
        deadline for filing such report with the Commission, the Trustee will make
        available on its internet website a final executed copy of each Form 10-K.
        The
        parties to this Agreement acknowledge that the performance by the Trustee
        of its
        duties under this Section 6.20(d) related to the timely preparation and filing
        of Form 10-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(d), Section 9.25(a),
        Section 9.25(b) and Section 9.26. The Trustee shall have no liability for
        any
        loss, expense, damage, claim arising out of or with respect to any failure
        to
        properly prepare and/or timely file such Form 10-K, where such failure results
        from the Trustee’s inability or failure to obtain or receive, on a timely basis,
        any information from any other party hereto needed to prepare, arrange for
        execution or file such Form 10-K, not resulting from its own negligence,
        bad
        faith or willful misconduct.

       

      (iv) Each
        Form
        10-K shall include the Sarbanes-Oxley Certification. The Trustee (including
        in
        its capacity as Paying Agent, if applicable), the Paying Agent (if other
        than
        the Trustee) and, if the Depositor is the Exchange Act Signing Party, the
        Master
        Servicer, shall, and the Trustee (including in its capacity as Paying Agent,
        if
        applicable), the Paying Agent (if other than the Trustee) 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 T (or, in the case of
        (x) the Paying Agent (if other than the Trustee), such other form as agreed
        to
        between the Paying Agent and the Exchange Act Signing Party, and (y) the
        Trustee, the form attached hereto as Exhibit U), upon which the Certifying
        Person, the entity for which the Certifying Person acts as an officer, and
        such
        entity’s officers, directors and Affiliates (collectively with the Certifying
        Person, “Certification Parties”) can reasonably rely. The senior officer of the
        Exchange Act Signing Party shall serve as the Certifying Person on behalf
        of the
        Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent
        or
        any Servicing Function Participant engaged by such parties is terminated
        or
        resigns pursuant to the terms of this Agreement, such party or Servicing
        Function Participant shall provide a Back-Up Certification to the Certifying
        Person pursuant to this Section 6.20(d)(iv) with respect to the period of
        time
        it was subject to this Agreement.

       


      
        
          
          

        

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

       

      (e) Reports
        Filed on Form 8-K.

       

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

       

      (ii) As
        set
        forth on Exhibit Q-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 Lehman XS Trust Mortgage Pass-Through Certificates, Series
        2007-18N transaction, as identified in Exhibit Q-3, shall provide to the
        Trustee, to the extent known by a Responsible Officer thereof, in
        EDGAR-compatible form (which may be Word or Excel documents easily convertible
        to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
        and such party, the form and substance of any Form 8-K Disclosure Information,
        if applicable, and include with such Form 8-K Disclosure Information, an
        Additional Disclosure Notification in the form attached hereto as Exhibit
        Q-4,
        (B) the Trustee shall forward to the Depositor, the form and substance of
        the
        Form 8-K Disclosure Information, and (C) the Depositor will approve, as to
        form
        and substance, or disapprove, as the case may be, the inclusion of the Form
        8-K
        Disclosure Information. The Trustee has no duty under this Agreement to monitor
        or enforce the performance by the parties listed on Exhibit Q-3 of their
        duties
        under this paragraph or proactively solicit or procure from such parties
        any
        Form 8-K Disclosure Information. The Sponsor will be responsible for any
        reasonable fees and expenses assessed or incurred by the Trustee in connection
        with including any Form 8-K Disclosure Information on Form 8-K pursuant to
        this
        paragraph.

       

      (iii) After
        preparing the Form 8-K, the Trustee shall forward electronically, no later
        than
        Noon New York city time on the 3rd Business Day after the Reportable Event,
        a
        draft copy of the Form 8-K to the Exchange Act Signing Party for review and
        approval. If the Master Servicer is the Exchange Act Signing Party, then
        the
        Form 8-K shall also be electronically distributed to the Depositor for review
        and approval. No later than Noon New York City time on the 4th Business Day
        after the Reportable Event, a senior officer of the Exchange Act Signing
        Party
        shall sign the Form 8-K and return an electronic or fax copy of such signed
        Form
        8-K (with an original executed hard copy to follow by overnight mail) to
        the
        Trustee. If a Form 8-K cannot be filed on time or if a previously filed Form
        8-K
        needs to be amended, the Trustee will follow the procedures set forth in
        subsection (f) of this Section 6.20. Promptly (but no later than one Business
        Day) after the deadline for filing such form with the Commission, the Trustee
        will, make available on its internet website a final executed copy of each
        Form
        8-K. The parties to this Agreement acknowledge that the performance by the
        Trustee of its duties under this Section 6.20(e) 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(e). The Trustee shall have no liability for any loss, expense,
        damage or claim arising out of or with respect to any failure to properly
        prepare and/or timely file such Form 8-K, where such failure results from
        the
        Trustee’s inability or failure to obtain or receive, on a timely basis, any
        information from any other party hereto needed to prepare, arrange for execution
        or file such Form 8-K, not resulting from its own negligence, bad faith or
        willful misconduct.

       


      
        
          
          

        

        
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      (f) Delisting;
        Amendments; Late Filings.

       

      (i) Prior
        to
        January 30 of the first year in which the Trustee is able to do so under
        applicable law, unless otherwise directed by the Depositor, the Trustee shall
        prepare and file a Form 15 relating to the automatic suspension of reporting
        in
        respect of the Trust Fund under the Exchange Act.

       

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

       

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

       


      
        
          
          

        

        
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      (h) The
        Depositor and the Master Servicer, by mutual agreement, shall determine which
        of
        the Depositor or the Master Servicer shall be the initial Exchange Act Signing
        Party. Upon such determination, the Depositor shall timely notify the Trustee,
        and such notice shall provide contact information for the Exchange Act Signing
        Party. If the Depositor and Master Servicer, at any time, mutually agree
        to
        change the identity of the Exchange Act Signing Party, the Depositor shall
        provide timely notice to the Trustee of any such change.

       

      (i) The
        Trustee shall promptly send copies of each periodic report filed on Form
        8-K,
        Form 10-D or other applicable form, each annual report on Form 10-K, and
        each
        Form 15 Suspension Notification, together in each case with the acceptance
        confirmation receipt from EDGAR, to McKee Nelson LLP and to the Depositor
        (i) by
        e-mail to the e-mail addresses provided in writing by each of McKee Nelson
        LLP
        and the Depositor, respectively and (ii) to McKee Nelson LLP at 1919 M Street,
        N.W., Washington, D.C. 20036, and to the Depositor at the address specified
        in
        Section 11.07, in each case to the attention of a designated contact specified
        by each of McKee Nelson LLP and the Depositor, respectively.

       

      Section
        6.21 Reporting
        Requirements of the Commission.

       

      Each
        of
        the parties hereto acknowledges and agrees that the purpose of Sections 6.01,
        6.20, 9.25(a) and 9.25(b) 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 Depositor, the Master Servicer or the Trustee
        for delivery of additional or different information as the Sponsor, the
        Depositor, the Master Servicer or the Trustee may determine in good faith
        is
        necessary to comply with the provisions of Regulation AB, provided that such
        information is available without unreasonable effort or expense and within
        such
        timeframe as may be reasonably requested.

       

      Section
        6.22 Indemnification
        by the Trustee.

       

      The
        Trustee (including in its capacity as Paying Agent) agrees to indemnify the
        Depositor and the Master Servicer, and each of their respective directors,
        officers, employees and agents and the Trust Fund and hold each of them harmless
        from and against any losses, damages, penalties, fines, forfeitures, legal
        fees
        and expenses and related costs, judgments, and any other costs, fees and
        expenses that any of them may sustain arising out of or based upon the
        engagement of any Subcontractor in violation of Section 6.01(l) or any failure
        by the Trustee to deliver when and as required the information pursuant to
        Section 6.01(m), the disclosure applicable to the Trustee pursuant to Sections
        6.20(c)(ii), 6.20(d)(ii) and 6.20(e)(ii), the certification applicable to
        the
        Trustee pursuant to Section 6.20(d)(iv) or any assessment of compliance pursuant
        to Section 9.25(a). This indemnification shall survive the termination of
        this
        Agreement or the termination of the Trustee hereunder.

       


      
        
          
          

        

        
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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 the Trust Fund Upon Purchase or Liquidation
        of
        Mortgage Loans.

       

      (a) The
        respective obligations and responsibilities of the Trustee and the Master
        Servicer created hereby (other than the obligation of the Trustee to make
        payments to Certificateholders and the Swap Counterparty as set forth in
        Section
        7.02, the obligation of the Master Servicer to make a final remittance to
        the
        Trustee pursuant to Section 4.01, and the obligations of the Master Servicer
        to
        the Trustee pursuant to Sections 9.10 and 9.14) 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; 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. Any termination of the Trust Fund shall be carried out in such
        a
        manner so that the termination of each REMIC included therein 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, with the prior written consent of any NIMS Insurer and
        the
        Seller, which consent shall not be unreasonably withheld, has the option
        to
        cause each of the SWAP REMIC, REMIC 1, REMIC 2 and REMIC 3 to adopt a plan
        of
        complete liquidation and to purchase the Mortgage Loans and any REO Property
        related to the Mortgage Pools (the “Pool Assets”) for a price equal to the
        Repurchase Price, pursuant to Section 7.03 hereof. Upon exercise of such
        option,
        the property of the Mortgage Pool shall be sold to the Master Servicer at
        a
        price (the “Repurchase 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 Mortgage Rate with respect to such Mortgage
        Loan
        to the Due Date in the Collection Period immediately preceding the Distribution
        Date on which the proceeds of such sale will be distributed to the holders
        of
        the Certificates, (ii) the fair market value of any REO Property related
        to the
        Mortgage Loans and any other property related to the Mortgage Loans 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

       


      
        
          
          

        

        
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      loan
        plus
        interest accrued thereon at the applicable Net Mortgage Rate to the date
        of such
        purchase), (iii) any unreimbursed Servicing Advances and other amounts to
        be
        reimbursed pursuant to the immediately following sentence related to the
        Mortgage Loans, (iv) any Swap Termination Payment payable to the Swap
        Counterparty as a result of a termination pursuant to this Section 7.01 (v)
        any
        Cap Termination Payment payable to the Cap Provider 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 Repurchase Price shall also include an amount
        equal to the sum of (1) any accrued interest on the NIM Securities related
        to
        the Mortgage Loans, (2) the unpaid principal balance of any such NIM Securities
        and (3) any other reimbursable expenses owed by the issuer of the NIM Securities
        (the “NIM Redemption Amount”); and provided, further, that if any Cap
        Termination Payment is payable to the Cap Counterparty, the Master Servicer
        may
        only exercise its option if the Cap Counterparty does not object thereto
        in
        writing in a timely manner. The Master Servicer, the Servicer, the Trustee
        and
        the Custodian shall be reimbursed from the Repurchase 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 related Servicing Agreement or the Custodial
        Agreement, together with any accrued and unpaid compensation and any other
        amounts due to the Master Servicer or the Trustee hereunder or the applicable
        Servicer or the Custodian, to the extent such amounts relate to the Mortgage
        Loans. If the Master Servicer fails to exercise such right, the NIMS Insurer
        will have the option to direct the Master Servicer to exercise such option
        so
        long as it is insuring the NIM Securities or it is owed any amounts in
        connection with its guaranty of the NIM Securities. Following receipt of
        such
        notice from the NIMS Insurer, the Master Servicer shall advise the NIMS Insurer
        whether it will exercise the option under this Section 7.01(b) for its own
        account and using its own funds, or whether it will exercise such option
        in its
        own name but for the NIMS Insurer's account and utilizing the NIMS Insurer's
        funds. If the Master Servicer exercises such option for the NIMS Insurer's
        account, the NIMS Insurer will remit the Repurchase Price to the Master Servicer
        one Business Day prior to the day the Master Servicer is required to remit
        the
        Repurchase Price to the Trustee. Following its receipt from the NIMS Insurer
        of
        the entire Repurchase Price and its subsequent remittance to the Trustee
        of the
        entire Repurchase Price, the Master Servicer will convey to the NIMS Insurer
        all
        of the rights it receives from the Trustee with respect to the related Mortgage
        Loans as a result of such remittance. Subject to Section 7.03, the Trustee
        shall
        distribute the assets of the Trust Fund on the Distribution Date on which
        the
        repurchase occurred. If the NIMS Insurer directs the Master Servicer to exercise
        such right as described above, then (i) the Master Servicer shall cause each
        REMIC to adopt a plan of complete liquidation as described above and (ii)
        the
        NIMS Insurer shall remit the Repurchase 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.
        The
        NIMS Insurer shall be obligated to reimburse the Master Servicer and the
        Trustee
        for their reasonable out-of-pocket expenses incurred in connection with the
        purchase of the Mortgage Loans and REO Property related to the Mortgage Pools
        at
        the direction of the NIMS Insurer and shall indemnify and hold harmless the
        Master Servicer and the Trustee for any losses, liabilities or expenses
        resulting from any claims arising out of or based upon the Master Servicer’s or
        Trustee’s purchase of the Pool Assets at the direction of the NIMS Insurer at
        the direction of the NIMS Insurer, except to the extent such losses, liabilities
        or expenses arise out of or result from the Master Servicer’s or Trustee’s, as
        the case may be, negligence, bad faith or willful misconduct. Notwithstanding
        the foregoing, for purposes of the REMIC Provisions, any portion of the
        Repurchase Price consisting of any Swap Termination Payment, Cap Termination
        Payment or NIM Redemption Amount shall be treated as not having been paid
        into
        any REMIC.

       


      
        
          
          

        

        
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      Section
        7.02 Procedure
        Upon Termination of Trust Fund.

       

      (a) Notice
        of
        any termination pursuant to the provisions of Section 7.01, specifying the
        Distribution Date upon which the final distribution shall be made, shall
        be
        given promptly by the Trustee by first class mail to the Certificateholders,
        the
        Swap Counterparty and any NIMS Insurer, mailed upon (x) no later than five
        Business Days after the Trustee has received notice from the Master Servicer
        of
        its intent to exercise its right to cause the termination of the Trust Fund
        pursuant to Section 7.01(b) or (y) upon final payment or other liquidation
        of
        the last Mortgage Loan or REO Property in the Trust Fund. Such notice shall
        specify (A) the Distribution Date upon which final distribution on the
        Certificates of all amounts required to be distributed to Certificateholders
        pursuant to Section 5.02 will be made upon presentation and surrender of
        the
        related 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 related Certificates
        at
        the office or agency of the Trustee therein specified. The Trustee shall
        give
        such notice to the Master Servicer, the Swap Counterparty, the Custodians
        and
        the Certificate Registrar at the time such notice is given to Holders of
        the
        related Certificates. Upon any termination pursuant to Section 7.01(b), the
        duties of the Certificate Registrar with respect to the applicable Certificates
        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 related Certificates,
        subject to the Trustee’s obligation hereunder to hold all amounts payable to
        Certificateholders in trust without interest pending such payment.

       

      (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 termination
        or liquidation of the Trust Fund (or a Mortgage Pool thereof) shall be
        reimbursed from proceeds received from the liquidation of the related Mortgage
        Pool or Mortgage Pools.

       


      
        
          
          

        

        
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      Section
        7.03 Additional
        Trust Fund Termination Requirements.

       

      Any
        sale
        pursuant to Section 7.01(b) shall be effected in accordance with the following
        additional requirements, unless the Trustee seeks (at the request of the
        party
        exercising the option to repurchase all of the Mortgage Loans pursuant to
        Section 7.01(b)), 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 of the Trust Fund to comply with the requirements
        of this Section 7.03 will not (I) result in the imposition of taxes on any
        REMIC
        under the REMIC Provisions or (II) cause any REMIC established hereunder
        to fail
        to qualify as a REMIC at any time that any Certificates are
        outstanding:

       

      (i) On
        the
        date specified for final payment of the Certificates, the Trustee shall make
        final distributions of principal and interest on the Certificates and shall
        pay
        any Swap Termination Payment owed to the Swap Counterparty on the related
        Swap
        Payment Date (to the extent not paid on previous Swap Payment Dates) in
        accordance with Section 5.02 and, after payment of, or provision for any
        outstanding expenses, 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;

       

      (ii) In
        the
        case of a sale of assets:

       

      (A) The
        Trustee shall sell all of the assets of the Mortgage Pool for cash and, within
        90 days of such sale, shall distribute the proceeds of such sale to the
        Certificateholders in complete liquidation of each REMIC; and

       

      (B) The
        Trustee shall attach a statement to the final Federal income tax return for
        each
        REMIC stating that pursuant to Treasury Regulation § 1.860F-1, the first
        day of the 90-day liquidation period for each such REMIC was the date on
        which
        the Trustee sold such assets.

       

      Section
        7.04 Optional
        Purchase Right of NIMS Insurer.

       

      The
        NIMS
        Insurer may purchase 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, Servicing Fees or Trustee Fees and any unreimbursed expenses of
        the
        Trustee allocable to such Distressed Mortgage Loan. Any such purchase shall
        be
        accomplished by the NIM Insurer’s remittance of the purchase price for the
        Distressed Mortgage Loan to the Master Servicer for deposit into the Collection
        Account.

       


      
        
          
          

        

        
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      ARTICLE
        VIII.

       

      RIGHTS
        OF
        CERTIFICATEHOLDERS

       

      Section
        8.01 Limitation
        on Rights of Holders.

       

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

       

      (b) No
        Certificateholder, solely by virtue of its status as Certificateholder, shall
        have any right by virtue or by availing of any provision of this Agreement
        to
        institute any suit, action or proceeding in equity or at law upon or under
        or
        with respect to this Agreement, unless such Holder previously shall have
        given
        to the Trustee a written notice of an Event of Default and of the continuance
        thereof, as hereinbefore provided, and unless also the Holders of Certificates
        evidencing not less than 25% of the Class Principal Amount or Class Notional
        Amount (or Percentage Interest) of Certificates of each Class affected thereby
        shall 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 such Trustee
        during such sixty day period by such Certificateholders; it being understood
        and
        intended, and being expressly covenanted by each Certificateholder with every
        other Certificateholder 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 to obtain or
        seek to
        obtain priority over or preference to any other such Holder, 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 and the Trustee
        shall be entitled to such relief as can be given either at law or in
        equity.

       

      Section
        8.02 Access
        to List of Holders.

       

      (a) If
        the
        Trustee is not acting as Certificate Registrar, the Certificate Registrar
        will
        furnish or cause to be furnished to the Trustee, within fifteen days after
        receipt by the Certificate Registrar of a request by the Trustee 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.

       


      
        
          
          

        

        
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      (b) If
        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
        Certificate Registrar and the Trustee, that none of the Depositor, the Master
        Servicer, the Certificate Registrar, the Paying Agent or the Trustee shall
        be
        held accountable by reason of the disclosure of any such information as to
        the
        names and addresses of the Certificateholders hereunder, regardless of the
        source from which such information was derived.

       

      Section
        8.03 Acts
        of Holders of Certificates.

       

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

       

      (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 (whether or not such Certificates shall be overdue
        and
        notwithstanding any notation of ownership or other writing thereon made by
        anyone other than the Trustee) shall be proved by the Certificate Register,
        and
        none of the Trustee, the Master Servicer, the Paying Agent or the Depositor
        shall be affected by any notice to the contrary.

       

      (d) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Certificate shall bind every future Holder of
        the
        same Certificate and the Holder of every Certificate 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.

       

      ARTICLE
        IX.

       

      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

      BY
        THE
        MASTER SERVICER

       

      Section
        9.01 Duties
        of the Master Servicer.

       

      The
        Certificateholders, by their purchase and acceptance of the Certificates,
        appoint Aurora Loan Services LLC, as Master Servicer. For and on behalf of the
        Depositor, the Trustee and the Certificateholders, the Master Servicer shall
        master service the Mortgage Loans in accordance with the provisions of this
        Agreement and the provisions of the Servicing Agreements.

       

      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 meet the requirements
        of Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans,
        and
        if the Master Servicer receives notice that such policy is or shall be
        cancelled, it shall immediately notify the NIMS Insurer. The Master Servicer
        shall provide the Trustee and any NIMS Insurer upon request, with a copy
        of such
        policy and fidelity bond. The Master Servicer shall (i) require each Servicer
        to
        maintain an Errors and Omissions Insurance Policy and the Servicer Fidelity
        Bond
        in accordance with the provisions of the applicable Servicing Agreement,
        (ii)
        cause each Servicer to provide to the Master Servicer certificates evidencing
        that such policy and bond is in effect and to furnish to the Master Servicer
        any
        notice of cancellation, non-renewal or modification of the policy or bond
        received by it, as and to the extent provided in the applicable Servicing
        Agreement, and (iii) furnish copies of such policies and of the certificates
        and
        notices referred to in clause (ii) to the Trustee upon request. The Fidelity
        Bond and Errors and Omissions Insurance Policy may be obtained and maintained
        in
        blanket form.

       


      
        
          
          

        

        
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      (b) The
        Master Servicer shall promptly report to the Trustee 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, 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 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. 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 a Servicer under any such bond or policy shall
        be
        remitted to the Master Servicer to the extent provided in the applicable
        Servicing Agreement.

       

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

       

      For
        each
        year this Agreement is in effect, the Master Servicer shall submit to the
        Trustee, each Rating Agency, any NIMS Insurer, and the Depositor a copy of
        its
        corporate parent’s audited financial statements on or prior to March 31 of each
        year, beginning March 31, 2008. Such financial statements shall include
        comparative balance sheets, income statements, statement of changes in
        shareholder’s equity, statements of cash flows, a consolidating schedule showing
        consolidated subsidiaries and any related notes required pursuant to generally
        accepted accounting principles, certified by a nationally recognized firm
        of
        Independent Accountants to the effect that such financial statements were
        examined and prepared in accordance with generally accepted accounting
        principles applied on a basis consistent with that of the preceding
        year.

       

      Section
        9.04 Power
        to Act; Procedures.

       

      (a) The
        Master Servicer shall master service the Mortgage Loans and shall have full
        power and authority, subject to the REMIC Provisions and the provisions of
        Article X hereof, and each Servicer shall have full power and authority (to
        the
        extent provided in the applicable Servicing Agreement) to do any and all
        things
        that it may deem necessary or desirable in connection with the servicing
        and
        administration of the Mortgage Loans, including but not limited to the power
        and
        authority (i) to execute and deliver, on behalf of the Certificateholders
        and
        the Trustee, customary consents or waivers and other instruments and documents,
        (ii) to consent to transfers of any Mortgaged Property and assumptions of
        the
        Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
        and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
        of the ownership of the Mortgaged Property securing any Mortgage Loan, in
        each
        case, in accordance with the provisions of this Agreement and the applicable
        Servicing Agreement, as applicable; provided that the Master Servicer shall
        not
        take, or knowingly permit any Servicer to take, any action that is inconsistent
        with or prejudices the interests of the Trust Fund or the Certificateholders
        in
        any Mortgage Loan or the rights and interests of the Depositor, the Trustee,
        or
        the Certificateholders under this Agreement. The Master Servicer further
        is
        authorized and empowered by the Trustee, on behalf of the Certificateholders
        and
        the Trustee, in its own name or in the name of any Servicer (to the extent
        permitted in the applicable Servicing Agreement), when the Master Servicer
        or a
        Servicer, as the case may be, believes it is appropriate in its best judgment
        to
        register any Mortgage Loan with MERS, or cause the removal from the registration
        of any Mortgage Loan on the MERS system, to execute and deliver, on behalf
        of
        the Trustee and the Certificateholders or any of them, any and all instruments
        of assignment and other comparable instruments with respect to such assignment
        or re-recording of a Mortgage in the name of MERS, solely as nominee for
        the
        Trustee and its successors and assigns. The Master Servicer shall represent
        and
        protect the interests of the Trust Fund in the same manner as it protects
        its
        own interests in mortgage loans in its own portfolio in any claim, proceeding
        or
        litigation regarding a Mortgage Loan and shall not make or knowingly permit
        any
        Servicer to make any modification, waiver or amendment of any term of any
        Mortgage Loan that would cause an Adverse REMIC Event. Without limiting the
        generality of the foregoing, the Master Servicer in its own name or in the
        name
        of a Servicer, and each Servicer, to the extent such authority is delegated
        to
        such Servicer under the applicable Servicing Agreement, is hereby authorized
        and
        empowered by the Trustee when the Master Servicer or a Servicer, as the case
        may
        be, believes it appropriate in its best judgment and in accordance with Accepted
        Servicing Practices and the applicable Servicing Agreement, to execute and
        deliver, on behalf of itself and the Certificateholders, the Trustee or any
        of
        them, any and all instruments of satisfaction or cancellation, or of partial
        or
        full release or discharge and all other comparable instruments, with respect
        to
        the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee
        shall execute, upon request, any powers of attorney furnished to it by the
        Master Servicer empowering the Master Servicer or such Servicer to execute
        and
        deliver instruments of satisfaction or cancellation, or of partial or full
        release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
        Property, and to appeal, prosecute or defend in any court action relating
        to the
        Mortgage Loans or the Mortgaged Property, in accordance with the applicable
        Servicing Agreement and this Agreement, and the Trustee shall execute and
        deliver such other documents, as the Master Servicer may request, necessary
        or
        appropriate to enable the Master Servicer to master service the Mortgage
        Loans
        and carry out its duties hereunder and to allow each Servicer to service
        the
        Mortgage Loans, in each case in accordance with Accepted Servicing Practices
        (and the Trustee shall have no liability for misuse of any such powers of
        attorney by the Master Servicer or the applicable 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 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, be deemed to be the agent of the Trustee.
        Notwithstanding anything to the contrary, the Master Servicer shall not without
        the Trustee’s written consent: (i) initiate any action, suit or proceeding
        solely under the Trustee’s name without indicating the Master Servicer’s
        representative capacity or (ii) take any action with the intent to cause,
        and
        which actually does cause, the Trustee to be registered to do business in
        any
        state.

       


      
        
          
          

        

        
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      (b) In
        master
        servicing and administering the Mortgage Loans, the Master Servicer shall
        employ
        procedures, and shall exercise the same care that it customarily employs
        and
        exercises master servicing and administering loans for its own account, giving
        due consideration to Accepted Servicing Practices where such practices do
        not
        conflict with this Agreement. Consistent with the foregoing, the Master Servicer
        may, and may permit the Servicer to, in its discretion (i) waive any late
        payment charge (but not any Prepayment Premium, except as set forth below)
        and
        (ii) extend the due dates for payments due on a Mortgage Note; provided,
        however, that the maturity of any Mortgage Loan shall not be extended past
        the
        date on which the final payment is due on the latest maturing Mortgage Loan
        as
        of the Cut-off Date. Notwithstanding anything to the contrary in this Agreement,
        the Master Servicer shall not make or knowingly permit any modification,
        waiver
        or amendment of any material term of any Mortgage Loan unless: (1) such Mortgage
        Loan is in default or default by the related Mortgagor is, in the reasonable
        judgment of the Master Servicer or the applicable Servicer, reasonably
        foreseeable, (2) in the case of a waiver of a Prepayment Premium if (a) such
        waiver would maximize recovery of total proceeds taking into account the
        value
        of such Prepayment Premium and the related Mortgage Loan or (b) if the
        prepayment is not the result of a refinancing by the Servicer or any of its
        Affiliates and (i) the collection of the Prepayment Premium would be in
        violation of applicable laws or (ii) the collection of such Prepayment Premium
        would be considered “predatory” pursuant to written guidance published or issued
        by any applicable federal, state or local regulatory authority acting in
        its
        official capacity and having jurisdiction over such matters, and (3) such
        modification, waiver or amendment would not cause an Adverse REMIC
        Event.

       


      
        
          
          

        

        
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      Section
        9.05 Enforcement
        of Servicers’ and Master Servicer’s Obligations.

       

      (a) Each
        Servicing Agreement requires the applicable 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 a Servicer on behalf of the Master Servicer. Any fees, costs,
        expenses and other amounts payable to such Servicer shall be deducted from
        amounts remitted to the Master Servicer by the Servicer to the extent permitted
        by the applicable Servicing Agreement and shall not be an obligation of the
        Trust Fund, the Trustee or the Master Servicer.

       

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

       

      (c) The
        Master Servicer, for the benefit of the Trustee and the Certificateholders,
        shall use its reasonable best efforts to enforce the obligations of each
        Servicer under the related Servicing Agreement, and shall, upon obtaining
        actual
        knowledge of the failure of a Servicer to perform its obligations in accordance
        therewith, to the extent that such non-performance of such obligations would
        have a material adverse effect on a Mortgage Loan, the Trust Fund or the
        Certificateholders, terminate the rights and obligations of such Servicer
        thereunder and either act as servicer of the related Mortgage Loans or cause
        the
        other parties hereto to enter into a Servicing Agreement (and such parties
        hereby agree to execute and deliver any such successor Servicing Agreement),
        with a successor Servicer. Such enforcement, including, without limitation,
        the
        legal prosecution of claims, termination of Servicing Agreements and the
        pursuit
        of other appropriate remedies, shall be in such form and carried out to such
        an
        extent and at such time as the Master Servicer, in its good faith business
        judgment, would require were it the owner of the related Mortgage Loans.
        The
        Master Servicer shall pay the costs of such enforcement at its own expense,
        and
        shall be reimbursed therefor initially (i) from a general recovery resulting
        from such enforcement only to the extent, if any, that such recovery exceeds
        all
        amounts due in respect of the related Mortgage Loans, (ii) from a specific
        recovery of costs, expenses or attorneys’ fees against the party against whom
        such enforcement is directed, and then, (iii) to the extent that such amounts
        are insufficient to reimburse the Master Servicer for the costs of such
        enforcement, from the Collection Account.

       


      
        
          
          

        

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

       

      Section
        9.06 Collection
        of Taxes, Assessments and Similar Items.

       

      (a) To
        the
        extent provided in the applicable Servicing Agreement, the Master Servicer
        shall
        cause each Servicer to establish and maintain one or more custodial accounts
        at
        a depository institution (which may be a depository institution with which
        the
        Master Servicer or 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 Agreements.
        Each Servicer shall be entitled to all investment income not required to
        be paid
        to Mortgagors on any Escrow Account maintained by such Servicer. The Master
        Servicer shall make (or cause to be made) to the extent provided in the
        applicable Servicing Agreement advances to the extent necessary in order
        to
        effect timely payment of taxes, water rates, assessments, Standard Hazard
        Insurance Policy premiums or comparable items in connection with the related
        Mortgage Loan (to the extent that the Mortgagor is required, but fails, to
        pay
        such items), provided that it or the applicable Servicer has determined that
        the
        funds so advanced are recoverable from escrow payments, reimbursement pursuant
        to Section 4.02 or otherwise.

       

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

       


      
        
          
          

        

        
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      Section
        9.07 Termination
        of Servicing Agreements; Successor Servicers.

       

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

       

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

       

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

       

      (c) If
        the
        Master Servicer acts as a successor servicer, it will have no obligation
        to make
        an Advance if it determines in its reasonable judgment that such Advance
        is
        non-recoverable. To the extent that the Master Servicer is unable to find
        a
        successor servicer that is willing to service the Mortgage Loans for the
        Servicing Fee because of the obligation of the servicer to make Advances
        regardless of whether such Advance is recoverable, the applicable Servicing
        Agreement may be amended to provide that the successor servicer shall have
        no
        obligation to make an Advance if it determines in its reasonable judgment
        that
        such Advance is non-recoverable and provides an Officer’s Certificate to such
        effect to the Master Servicer and the Trustee.

       

      Section
        9.08 Master
        Servicer Liable for Enforcement.

       

      Notwithstanding
        any Servicing Agreement, 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 such Servicing Agreements. The
        Master Servicer shall use commercially reasonable efforts to ensure that
        the
        Mortgage Loans are serviced in accordance with the provisions of this Agreement
        and shall use commercially reasonable efforts to enforce the provisions of
        each
        Servicing Agreement for the benefit of the Certificateholders. The Master
        Servicer shall be entitled to enter into any agreement with the Servicers
        for
        indemnification of the Master Servicer and nothing contained in this Agreement
        shall be deemed to limit or modify such indemnification. Except as expressly
        set
        forth herein, the Master Servicer shall have no liability for the acts or
        omissions of any Servicer in the performance by such Servicer of its obligations
        under the related Servicing Agreement.

       


      
        
          
          

        

        
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      Section
        9.09 No
        Contractual Relationship Between the Servicer, Any NIMS Insurer and Trustee
        or
        Depositor.

       

      Any
        Servicing Agreement and any other transactions or services relating to the
        Mortgage Loans involving a Servicer in its capacity as such and not as an
        originator shall be deemed to be between such Servicer, the Seller and the
        Master Servicer, and the Trustee and the Depositor shall not be deemed parties
        thereto and shall have no obligations, duties or liabilities with respect
        to
        such Servicer except as set forth in Section 9.10 hereof, but shall have
        rights
        thereunder as third party beneficiaries.

       

      Section
        9.10 Assumption
        of Servicing Agreement by the Trustee.

       

      (a) In
        the
        event the Master Servicer shall for any reason no longer be the Master Servicer
        (including by reason of any Event of Default under this Agreement), after
        a
        period not to exceed ninety days after the issuance of any notice of termination
        pursuant to Section 6.14 or Section 9.28, as applicable, the Trustee, or
        a
        successor master servicer appointed by it in accordance with Section 6.14,
        shall
        assume all of the rights and obligations of such Master Servicer hereunder
        and
        under each Servicing Agreement entered into with respect to the Mortgage
        Loans.
        The Trustee, its designee or any successor master servicer appointed by the
        Trustee shall be deemed to have assumed all of the Master Servicer’s interest
        herein and therein to the same extent as if such Servicing Agreement had
        been
        assigned to the assuming party, except that the Master Servicer shall not
        thereby be relieved of any liability or obligations of the Master Servicer
        under
        such Servicing Agreement accruing prior to its replacement as Master Servicer,
        and shall be liable to the Trustee, and hereby agrees to indemnify and hold
        harmless the Trustee from and against all costs, damages, expenses and
        liabilities (including reasonable attorneys’ fees) incurred by the Trustee as a
        result of such liability or obligations of the Master Servicer and in connection
        with the Trustee’s assumption (but not its performance, except to the extent
        that costs or liability of the Trustee are created or increased as a result
        of
        negligent or wrongful acts or omissions of the Master Servicer prior to its
        replacement as Master Servicer) of the Master Servicer’s obligations, duties or
        responsibilities thereunder; provided that the Master Servicer shall not
        indemnify or hold harmless the Trustee against negligent or willful misconduct
        of the Trustee.

       

      (b) The
        Master Servicer that has been terminated shall, upon request of the Trustee
        but
        at the expense of such Master Servicer or at the expense of the Trust Fund,
        deliver to the assuming party all documents and records relating to each
        Servicing Agreement and the related Mortgage Loans and an accounting of amounts
        collected and held by it and otherwise use its best efforts to effect the
        orderly and efficient transfer of each Servicing Agreement to the assuming
        party.

       


      
        
          
          

        

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

       

      (a) To
        the
        extent provided in the applicable Servicing Agreement, to the extent Mortgage
        Loans contain enforceable due on sale clauses, and to the extent that the
        Master
        Servicer has knowledge of the conveyance of a Mortgaged Property, the Master
        Servicer shall use its reasonable best efforts to cause the Servicers to
        enforce
        such clauses in accordance with the applicable Servicing Agreement. If
        applicable law prohibits the enforcement of a due on sale clause or such
        clause
        is otherwise not enforced in accordance with the applicable Servicing Agreement,
        and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor
        may be
        released from liability in accordance with the applicable Servicing
        Agreement.

       

      (b) The
        Master Servicer or the related Servicer, as the case may be, shall be entitled
        to approve a request from a Mortgagor for the granting of an easement thereon
        in
        favor of another Person or any alteration or demolition of the related Mortgaged
        Property if it has determined, exercising its good faith business judgment
        in
        the same manner as it would if it were the owner of the related Mortgage
        Loan,
        that the security for, and the timely and full collectability of, such Mortgage
        Loan would not be materially adversely affected thereby. Any fee collected
        by
        the Master Servicer or the related Servicer for processing such a request
        will
        be retained by the Master Servicer or such Servicer as additional servicing
        compensation.

       

      Section
        9.12 Release
        of Mortgage Files.

       

      (a) Upon
        (i)
        becoming aware of the payment in full of any Mortgage Loan or (ii) the receipt
        by the Master Servicer of a notification that payment in full has been or
        will
        be escrowed in a manner customary for such purposes, the Master Servicer
        shall,
        or shall cause the applicable Servicer to, promptly notify the Trustee (or
        the
        applicable Custodian) by a certification (which certification shall include
        a
        statement to the effect that all amounts received in connection with such
        payment that are required to be deposited in the Collection Account maintained
        by the Master Servicer pursuant to Section 4.01 hereof have been or will
        be so
        deposited) of a Servicing Officer and shall request (on the form attached
        hereto
        as Exhibit C or on the form attached to the applicable Custodial Agreement)
        the
        Trustee or the applicable Custodian, to deliver to the applicable Servicer
        the
        related Mortgage File; provided, however, that in lieu of sending a hard
        copy
        certification of a Servicing Officer, the Master Servicer may, or may cause
        the
        applicable Servicer to, deliver the request for release in a mutually agreeable
        electronic format, and to the extent that such a request, on its face,
        originates from a Servicing Officer, no original signature shall be required.
        Upon receipt of such certification and request, the Trustee or the applicable
        Custodian, shall promptly release the related Mortgage File to the Servicer
        and
        neither the Trustee nor such 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 applicable Servicer, to the extent such
        authority is provided for under the related Servicing Agreement, is authorized,
        to give, as agent for the Trustee, as the mortgagee under the Mortgage that
        secured the Mortgage Loan, an instrument of satisfaction (or assignment of
        mortgage without recourse) regarding the Mortgaged Property subject to the
        Mortgage, which instrument of satisfaction or assignment, as the case may
        be,
        shall be delivered to the Person or Persons entitled thereto against receipt
        therefor of such payment, it being understood and agreed that no expenses
        incurred in connection with such instrument of satisfaction or assignment,
        as
        the case may be, shall be chargeable to the Collection Account.

       


      
        
          
          

        

        
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      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan
        and in accordance with Accepted Servicing Practices and the applicable Servicing
        Agreement, the Trustee shall execute such documents as shall be prepared
        and
        furnished to the Trustee by the Master Servicer, or by the applicable Servicer
        (in form reasonably acceptable to the Trustee) and as are necessary to the
        prosecution of any such proceedings. The Trustee or the applicable Custodian,
        shall, upon request of the Master Servicer, or of the applicable Servicer,
        and
        delivery to the Trustee or such Custodian, of a trust receipt signed by a
        Servicing Officer substantially in the form of Exhibit C, release the related
        Mortgage File held in its possession or control to the Master Servicer (or
        the
        applicable Servicer). Such trust receipt shall obligate the Master Servicer
        or
        applicable Servicer to return the Mortgage File to the Trustee or the applicable
        Custodian, as applicable, when the need therefor by the Master Servicer or
        applicable Servicer no longer exists unless (i) the Mortgage Loan shall be
        liquidated, in which case, upon receipt of a certificate of a Servicing Officer
        similar to that hereinabove specified, the trust receipt shall be released
        by
        the Trustee or the Custodian, as applicable, to the Master Servicer (or the
        applicable Servicer) or (ii) the Mortgage File has been delivered directly
        or
        through a Servicer to an attorney, or to a public trustee or other public
        official as required by law, for purposes of initiating or pursuing legal
        action
        or other proceedings for the foreclosure of the Mortgaged Property either
        judicially or non-judicially, and the Master Servicer has delivered directly
        or
        through a Servicer to the Trustee a certificate of a Servicing Officer
        certifying as to the name and address of the Person to which such Mortgage
        File
        or such document was delivered and the purpose of such delivery.

       

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

       

      (a) The
        Master Servicer shall transmit, or shall cause the applicable Servicer to
        transmit, to the Trustee such documents and instruments coming into the
        possession of the Master Servicer or such Servicer from time to time as are
        required by the terms hereof or of the related Servicing Agreement to be
        delivered to the Trustee or the applicable Custodian. Any funds received
        by the
        Master Servicer or by a Servicer in respect of any Mortgage Loan or which
        otherwise are collected by the Master Servicer or a Servicer as a Subsequent
        Recovery, Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage
        Loan shall be held for the benefit of the Trustee and the Certificateholders
        subject to the Master Servicer’s right to retain or withdraw from the Collection
        Account the Master Servicing Fee and other amounts provided in this Agreement
        and to the right of each Servicer to retain its Servicing Fee and other amounts
        as provided in the Servicing Agreement. The Master Servicer shall, and shall
        (to
        the extent provided in the applicable Servicing Agreement) cause each Servicer
        to, provide access to information and documentation regarding the Mortgage
        Loans
        to the Trustee, its respective agents and accountants and to any NIMS Insurer,
        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. The Master
        Servicer shall afford the NIMS Insurer, and shall (to the extent provided
        in the
        Servicing Agreement) cause the Servicer to afford the NIMS Insurer, upon
        reasonable advance notice, during normal business hours access to all records
        related to their respective rights and obligations hereunder and access to
        officers of the Master Servicer and the Servicer responsible for such
        obligations.

       


      
        
          
          

        

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

       

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

       

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

       


      
        
          
          

        

        
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      Section
        9.14 Representations
        and Warranties of the Master Servicer.

       

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

       

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

       

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

       

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

       

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

       

      (vi) no
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement;

       

      (vii) the
        Master Servicer, or an Affiliate thereof the primary business of which is
        the
        servicing of conventional residential mortgage loans, is a Fannie Mae- or
        Freddie Mac-approved seller/servicer;

       


      
        
          
          

        

        
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      (viii) no
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Master
        Servicer of or compliance by the Master Servicer with this Agreement or the
        consummation of the transactions contemplated by this Agreement, except for
        such
        consents, approvals, authorizations and orders (if any) as have been
        obtained;

       

      (ix) the
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Master Servicer;

       

      (x) the
        Master Servicer has obtained an Errors and Omissions Insurance Policy and
        a
        Fidelity Bond in accordance with Section 9.02 each of which is in full force
        and
        effect, and each of which provides at least such coverage as is required
        hereunder; and

       

      (xi) the
        information about the Master Servicer under the heading “The Master Servicer” in
        the Prospectus 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 and the Trustee and hold them
        harmless against any loss, damages, penalties, fines, forfeitures, legal
        fees
        and related costs, judgments, and other costs and expenses arising out of
        or
        based upon 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 and the Trustee as provided in this Section constitutes the
        sole
        remedy (other than as set forth in Section 6.14) of the Depositor and the
        Trustee, respecting a breach of the foregoing representations and warranties.
        Such indemnification shall survive any termination of the Master Servicer
        as
        Master Servicer hereunder, and any termination of this Agreement.

       

      Any
        cause
        of action against the Master Servicer relating to or arising out of the breach
        of any representations and warranties made in this Section shall accrue upon
        discovery of such breach by any of the Depositor, the Master Servicer, any
        NIMS
        Insurer or the Trustee 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).

       

      (c) It
        is
        understood and agreed that the representations and warranties of the Depositor
        set forth in Sections 2.03(a)(i) through (vi) shall survive the execution
        and
        delivery of this Agreement. The Depositor shall indemnify the Master Servicer
        and hold it harmless against any loss, damages, penalties, fines, forfeitures,
        legal fees and related costs, judgments, and other costs and expenses resulting
        from any claim, demand, defense or assertion based on or grounded upon, or
        resulting from, a breach of the Depositor’s representations and warranties
        contained in Sections 2.03(a)(i) through (vi) hereof. It is understood and
        agreed that the enforcement of the obligation of the Depositor set forth
        in this
        Section to indemnify the Master Servicer as provided in this Section constitutes
        the sole remedy hereunder of the Master Servicer respecting a breach by the
        Depositor of the representations and warranties in Sections 2.03(a)(i) through
        (vi) hereof.

       


      
        
          
          

        

        
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      Any
        cause
        of action against the Depositor relating to or arising out of the breach
        of the
        representations and warranties made in Sections 2.03(a)(i) through (vi) hereof
        shall accrue upon discovery of such breach by either the Depositor or the
        Master
        Servicer or notice thereof by any one of such parties to the other
        parties.

       

      Section
        9.15 Opinion.

       

      On
        or
        before the Closing Date, the Master Servicer shall cause to be delivered
        to the
        Depositor, the Seller and the Trustee one or more Opinions of Counsel, dated
        the
        Closing Date, in form and substance reasonably satisfactory to the Depositor
        and
        Lehman Brothers Inc., as to the due authorization, execution and delivery
        of
        this Agreement by the Master Servicer and the enforceability
        thereof.

       

      Section
        9.16 Standard
        Hazard and Flood Insurance Policies.

       

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

       

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

       

      Section
        9.17 Presentment
        of Claims and Collection of Proceeds.

       

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

       


      
        
          
          

        

        
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      Section
        9.18 Maintenance
        of the Primary Mortgage Insurance Policies.

       

      (a) The
        Master Servicer shall not take, or knowingly permit any Servicer (consistent
        with the applicable Servicing Agreement) to take, any action that would result
        in noncoverage under any applicable Primary Mortgage Insurance Policy of
        any
        loss which, but for the actions of such Master Servicer or such Servicer,
        would
        have been covered thereunder. To the extent that coverage is available, the
        Master Servicer shall use its best reasonable efforts to keep in force and
        effect, or to cause each Servicer to keep in force and effect (to the extent
        that the Mortgage Loan requires the Mortgagor to maintain such insurance),
        primary mortgage insurance applicable to each Mortgage Loan in accordance
        with
        the provisions of this Agreement and the applicable Servicing Agreement,
        as
        applicable. The Master Servicer shall not, and shall not knowingly permit
        any
        Servicer to, cancel or refuse to renew any such Primary Mortgage Insurance
        Policy that is in effect at the date of the initial issuance of the Certificates
        and is required to be kept in force hereunder except in accordance with the
        provisions of this Agreement and the applicable Servicing Agreement, as
        applicable.

       

      (b) The
        Master Servicer agrees, to the extent provided in the related Servicing
        Agreement, to cause each 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 any Servicer under any Primary Mortgage
        Insurance Policies shall be deposited in the Collection Account, subject
        to
        withdrawal pursuant to Section 4.02.

       

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

       

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

       


      
        
          
          

        

        
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      Section
        9.20 Realization
        Upon Defaulted Mortgage Loans.

       

      (a) The
        Master Servicer shall use its reasonable best efforts to, or to cause the
        applicable Servicer to, foreclose upon, repossess or otherwise comparably
        convert the ownership of Mortgaged Properties securing such of the Mortgage
        Loans as come into and continue in default and as to which no satisfactory
        arrangements can be made for collection of delinquent payments, all in
        accordance with the applicable Servicing Agreement. Alternatively, the Master
        Servicer may take, or authorize the applicable Servicer to take, other actions
        in respect of a defaulted Mortgage Loan, which may include (i) accepting
        a short
        sale (a payoff of the Mortgage Loan for an amount less than the total amount
        contractually owed in order to facilitate a sale of the Mortgaged Property
        by
        the Mortgagor) or permitting a short refinancing (a payoff of the Mortgage
        Loan
        for an amount less than the total amount contractually owed in order to
        facilitate refinancing transactions by the Mortgagor not involving a sale
        of the
        Mortgaged Property), (ii) arranging for a repayment plan or (iii) agreeing
        to a
        modification in accordance with Section 9.04. In connection with such
        foreclosure or other conversion or action, the Master Servicer shall, consistent
        with Section 9.18, follow such practices and procedures as it shall reasonably
        determine to be in the best interests of the Trust Fund and the
        Certificateholders and which shall be consistent with its customary practices
        in
        performing its general mortgage servicing activities; provided that the Master
        Servicer shall not be liable in any respect hereunder if the Master Servicer
        is
        acting in connection with any such foreclosure or other conversion or action
        in
        a manner that is consistent with the provisions of this Agreement. Neither
        the
        Master Servicer, nor any Servicer, shall be required to expend its own funds
        or
        incur other reimbursable charges in connection with any foreclosure, or
        attempted foreclosure which is not completed, or toward the correction of
        any
        default on a related senior mortgage loan, or towards the restoration of
        any
        property unless it shall determine (i) that such restoration and/or foreclosure
        will increase the proceeds of liquidation of the Mortgage Loan to the
        Certificateholders after reimbursement to itself for such expenses or charges
        and (ii) that such expenses and charges will be recoverable to it through
        Liquidation Proceeds or Insurance Proceeds (as provided in Section
        4.02).

       

      (b) Notwithstanding
        the foregoing provisions of this Section 9.20 or any other provision of this
        Agreement, with respect to any Mortgage Loan as to which the Master Servicer
        has
        received actual notice of, or has actual knowledge of, the presence of any
        toxic
        or hazardous substance on the related Mortgaged Property, the Master Servicer
        shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
        Property as a result of or in lieu of foreclosure or otherwise, or (ii)
        otherwise acquire possession of, or take any other action with respect to,
        such
        Mortgaged Property, if, as a result of any such action, the Trustee, the
        Trust
        Fund or the Certificateholders would be considered to hold title to, to be
        a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
        Mortgaged Property within the meaning of the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended from time to
        time,
        or any comparable law, unless the Master Servicer has obtained the prior
        written
        consent of the NIMS Insurer.

       

      Section
        9.21 Compensation
        to the Master Servicer.

       

      The
        Master Servicer shall be entitled to withdraw from the Collection Account,
        subject to Section 5.05, the Master Servicing Fee to the extent permitted
        by
        Section 4.02. Servicing compensation in the form of assumption fees, if any,
        late payment charges, as collected, if any, or otherwise (but not including
        any
        Prepayment Premium) shall be retained by the Master Servicer (or the applicable
        Servicer) and shall not be deposited in the Collection Account. If the Master
        Servicer does not retain or withdraw the Master Servicing Fee from the
        Collection Account as provided herein, the Master Servicer shall be entitled
        to
        direct the Trustee to pay the Master Servicing Fee to such Master Servicer
        by
        withdrawal from the Certificate Account to the extent that payments have
        been
        received with respect to the applicable Mortgage Loan. The Master Servicer
        shall
        be required to pay all expenses incurred by it in connection with its activities
        hereunder and shall not be entitled to reimbursement therefor except as provided
        in this Agreement. Pursuant to Section 4.01(e), all income and gain realized
        from any investment of funds in the Collection Account shall be for the benefit
        of the Master Servicer as compensation. The provisions of this Section 9.21
        are
        subject to the provisions of Section 6.14.

       


      
        
          
          

        

        
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      Section
        9.22 REO
        Property.

       

      (a) In
        the
        event the Trust Fund acquires ownership of any REO Property in respect of
        any
        Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
        or to its nominee, on behalf of the Certificateholders. The Master Servicer
        shall use its reasonable best efforts to sell, or cause the applicable Servicer,
        to the extent provided in the related Servicing Agreement, to sell any REO
        Property as expeditiously as possible and in accordance with the provisions
        of
        this Agreement and such Servicing Agreement, as applicable, but in all events
        within the time period, and subject to the conditions set forth in Article
        X
        hereof. Pursuant to its efforts to sell such REO Property, the Master Servicer
        shall protect and conserve, or cause the applicable Servicer to protect and
        conserve, such REO Property in the manner and to such extent required by
        the
        related Servicing Agreement, subject to Article X hereof.

       

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

       

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

       

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

       


      
        
          
          

        

        
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      Section
        9.23 Notice
        to the Sponsor, the Depositor and the Trustee.

       

      (a) The
        Master Servicer shall promptly notify the Trustee, the Sponsor and the Depositor
        of any legal proceedings pending against the Master Servicer of the type
        described in Item 1117 (§ 229.1117) of Regulation AB.

       

      (b) On
        or
        before March 1st of each year, the Depositor shall distribute the information
        in
        Exhibit S to the Master Servicer. If the Master Servicer shall become at
        any
        time an affiliate of any of the parties listed on Exhibit S hereto or any
        of
        their affiliates who have been identified to the Master Servicer in writing,
        the
        Master Servicer shall notify the Trustee, the Sponsor and the Depositor of
        such
        affiliation by March 15 of each year (but only to the extent that the Master
        Servicer has not previously notified the Trustee, the Sponsor or the Depositor
        of such affiliation.)

       

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

       

      Section
        9.24 Reports
        to the Trustee.

       

      (a) Not
        later
        than 30 days after each Distribution Date, the Master Servicer shall, upon
        request, forward to the Trustee 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, and to any Certificateholders (or by the Trustee at the
        Master
        Servicer’s expense if the Master Servicer shall fail to provide such copies to
        the Certificateholders (unless (i) the Master Servicer shall have failed
        to
        provide the Trustee with such statement or (ii) the Trustee shall be unaware
        of
        the Master Servicer’s failure to provide such statement)).

       


      
        
          
          

        

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

       

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

       

      Section
        9.25 Assessment
        of Compliance and Attestation Reports.

       

      (a) Assessment
        of Compliance

       

      (i) On
        or
        before March 15 of each calendar year in which the Depositor is required
        to file
        reports with respect to the Trust Fund in accordance with the Exchange Act
        and
        the rules and regulations of the Commission, beginning with March 15, 2008,
        the
        Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee,
        each at its own expense, shall furnish, and each such party shall cause any
        Servicing Function Participant engaged by it to furnish, each at its own
        expense, to the Sponsor, the Depositor, the Master Servicer and the Trustee,
        a
        report on an assessment of compliance with the Relevant Servicing Criteria
        that
        contains (A) a statement by such party of its responsibility for assessing
        compliance with the Relevant Servicing Criteria, (B) a statement that such
        party
        used the Servicing Criteria to assess compliance with the Relevant Servicing
        Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
        Criteria as of and for the fiscal year covered by the Form 10-K required
        to be
        filed pursuant to Section 6.20(d), 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. If the Trustee and the Paying Agent are the same party,
        the
        Relevant Servicing Criteria of the Paying Agent shall be included in the
        Trustee's report. The Master Servicer shall furnish to the Trustee a copy
        of
        each assessment of compliance provided to it by the Custodian pursuant to
        the
        Custodial Agreement and by each Servicer pursuant to the related Servicing
        Agreement, to the extent that the Trustee is not entitled to receive such
        assessments pursuant to each such applicable agreement.

       

      (ii) When
        the
        Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee
        (or any Servicing Function Participant engaged by it) submit their assessments
        to the Trustee and the Master Servicer, such parties will also at such time
        include the assessment (and attestation pursuant to subsection (b) of this
        Section 9.25) of each Servicing Function Participant engaged by it and shall
        indicate to the Trustee what Relevant Servicing Criteria will be addressed
        in
        any such reports prepared by any such Servicing Function
        Participant.

       


      
        
          
          

        

        
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      (iii) Promptly
        after receipt of each report on assessment of compliance, the Trustee shall
        confirm that the assessments, taken as a whole, address all applicable Servicing
        Criteria and taken individually address the Relevant Servicing Criteria (and
        disclose the inapplicability of the Servicing Criteria not determined to
        be
        Relevant Servicing Criteria) for each party as set forth on Exhibit R and
        on any
        similar exhibit set forth in the applicable Servicing Agreement in respect
        of
        any Servicer, and the applicable Custodial Agreement in respect of any
        Custodian, and shall notify the Depositor of any exceptions. By way of
        clarification and for the avoidance of doubt, it is acknowledged that the
        Trustee shall rely exclusively on Exhibit R to determine such applicable
        Servicing Criteria and Relevant Servicing Criteria, as the case may be, and
        shall not otherwise be reporting on the content of or sufficiency of such
        assessments. 

       

      (b) Attestation
        Reports

       

      (i) On
        or
        before March 15 of each calendar year in which the Depositor is required
        to file
        reports with respect to the Trust Fund in accordance with the Exchange Act
        and
        the rules and regulations of the Commission, beginning with March 15, 2008,
        the
        Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee
        shall, at its own expense, cause a firm of independent public accountants
        (who
        may also render other services to the Master Servicer, Paying Agent or Trustee),
        which is a member of the American Institute of Certified Public Accountants,
        to
        furnish to the Sponsor, the Master Servicer, the Trustee and the Depositor
        a
        report to the effect that such firm attests to, and reports on, the assessment
        made by such asserting party pursuant to Section 6.01(l) above, which report
        shall be made in accordance with standards for attestation engagements issued
        or
        adopted by the PCAOB. In addition, on or before March 15 of each calendar
        year
        in which the Depositor is required to file reports with respect to the Trust
        Fund in accordance with the Exchange Act and the rules and regulations of
        the
        Commission, beginning with March 15, 2008, the Master Servicer, the Paying
        Agent
        (if other than the Trustee) and the Trustee shall cause any Subservicer or
        Subcontractor with respect to the Trustee to furnish to the Sponsor and the
        Depositor an assessment of compliance and attestation report. If the Trustee
        and
        the Paying Agent are the same party, the attestation report caused to be
        furnished by the Trustee shall also address the Relevant Servicing Criteria
        of
        the Paying Agent. 

       

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

       

      (c) The
        Trustee’s, the Paying Agent’s and the Master Servicer’s obligation to provide
        assessments of compliance and attestations under this Section 9.25 shall
        terminate upon the filing of a Form 15 suspension notice on behalf of the
        Trust
        Fund. After the occurrence of such event, and provided the Depositor is not
        otherwise provided with such reports or copies of such reports, the Trustee,
        the
        Paying Agent and the Master Servicer shall be obligated to provide a copy
        of
        such reports, by March 15 of each year, to the Depositor.

       


      
        
          
          

        

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

       

      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. Notwithstanding the foregoing,
        as a
        condition to the succession to the Master Servicer under this Agreement by
        any
        Person (i) into which the Master Servicer may be merged or consolidated,
        or (ii)
        which may be appointed as a successor to the Master Servicer, the Master
        Servicer shall notify 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 Depositor in writing and in form and
        substance reasonably satisfactory to the Depositor, all information reasonably
        necessary for the Trustee to accurately and timely report, pursuant to Section
        6.20, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act
        (if
        such reports under the Exchange Act are required to be filed under the Exchange
        Act).

       

      Section
        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
        or the
        Trustee determines that the Master Servicer’s duties hereunder are no longer
        permissible under applicable law or are in material conflict by reason of
        applicable law with any other activities carried on by it and cannot be cured.
        Any such determination permitting the resignation of the Master Servicer
        shall
        be evidenced by an Opinion of Counsel that shall be Independent to such effect
        delivered to the Trustee and the NIMS Insurer. No such resignation shall
        become
        effective until a period of time not to exceed 90 days after the Trustee
        and the
        NIMS Insurer receives written notice thereof from the Master Servicer and
        until
        the Trustee shall have assumed, or a successor master servicer shall have
        been
        appointed by the Trustee, such successor master servicer being acceptable
        to the
        NIMS Insurer, 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.

       


      
        
          
          

        

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

       

      Except
        as
        expressly provided herein, the Master Servicer shall not assign or transfer
        any
        of its rights, benefits or privileges hereunder to any other Person, or delegate
        to or subcontract with, or authorize or appoint any 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 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 shall be given promptly by the Master Servicer
        to
        the Depositor and the Trustee. 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 any 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.

       

      Notwithstanding
        the foregoing, for so long as reports are required to be filed with the
        Commission under the Exchange Act with respect to the Trust, the Master Servicer
        shall not utilize any Subcontractor for the performance of its duties hereunder
        if such Subcontractor would be “participating in the servicing function” within
        the meaning of Item 1122 of Regulation AB without (a) giving notice to the
        Trustee and the Depositor and (b) requiring any such Subcontractor to provide
        to
        the Master Servicer an attestation report as provided for in Section 9.25(b)
        and
        an assessment of compliance as provided in Section 9.25(a), which reports
        the
        Master Servicer shall include in its attestation report and assessment of
        compliance.

       

      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, any NIMS Insurer 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, any NIMS Insurer or the
        Depositor or any such person against any liability that would otherwise be
        imposed by reason of willful misfeasance, bad faith or negligence in its
        performance of its duties or by reason of reckless disregard for its obligations
        and duties under this Agreement. The Master Servicer, the Seller, any NIMS
        Insurer and the Depositor and any director, officer, employee or agent of
        any of
        them shall be entitled to indemnification by the Trust Fund and will be held
        harmless against any loss, liability or expense incurred in connection with
        any
        legal action relating to this Agreement or the Certificates other than any
        loss,
        liability or expense incurred by reason of willful misfeasance, bad faith
        or
        negligence in the performance of his or its duties hereunder or by reason
        of
        reckless disregard of his or its obligations and duties hereunder. The Master
        Servicer, the Seller, any NIMS Insurer and the Depositor and any director,
        officer, employee or agent of any of them may rely in good faith on any document
        of any kind prima facie properly executed and submitted by any Person respecting
        any matters arising hereunder. The Master Servicer shall be under no obligation
        to appear in, prosecute or defend any legal action that is not incidental
        to its
        duties to master service the Mortgage Loans in accordance with this Agreement
        and that in its opinion may involve it in any expenses or liability; provided,
        however, that the Master Servicer may in its sole discretion undertake any
        such
        action that it may deem necessary or desirable in respect to this Agreement
        and
        the rights and duties of the parties hereto and the interests of the
        Certificateholders hereunder. In such event, the legal expenses and costs
        of
        such action and any liability resulting therefrom shall be expenses, costs
        and
        liabilities of the Trust Fund and the Master Servicer shall be entitled to
        be
        reimbursed therefor out of the Collection Account it maintains as provided
        by
        Section 4.02.

       

      Section
        9.31 Indemnification;
        Third Party Claims.

       

      The
        Master Servicer agrees to indemnify the Depositor, the Sponsor, the Certificate
        Registrar, the Paying Agent and the Trustee (and each of their respective
        directors, officers, employees and agents) and hold each of them harmless
        against any and all claims, losses, penalties, fines, forfeitures, reasonable
        legal fees and related costs, judgments, and any other costs, liability,
        fees
        and expenses that the Depositor, the Sponsor, the Certificate Registrar,
        the
        Paying Agent or the Trustee 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 report under Section
        9.25(a), Section 9.25(b) or Section 9.26 or any information, data or materials
        required to be included in any Exchange Act report, provided, however, that
        in
        no event shall the Master Servicer be liable for any special, consequential,
        indirect or punitive damages pursuant to this Section 9.31, even if advised
        of
        the possibility of such damages, (b) any material misstatement or omission
        on
        any information, data, or materials provided by the Master Servicer, or (c)
        the
        negligence, bad faith or willful misconduct of the Master Servicer in connection
        with its performance hereunder. The Depositor, the Sponsor, the Certificate
        Registrar, the Paying Agent and the Trustee 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 or the Trustee 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 any Servicing Agreement, the Seller may appoint,
        pursuant to the terms of such Servicing Agreement and with the written consent
        of the Depositor, the Master Servicer, the Trustee and the 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. Any fees
        paid
        to any such Special Servicer shall not exceed the applicable Servicing Fee
        Rate.

       

      Section
        9.33 Allocation
        to Related Mortgage Pool

       

      Payments
        described in this Article IX made from the Trust Fund shall be allocated
        and
        limited to collections or other recoveries on the related Mortgage Pool or
        Mortgage Pools and shall be accounted for in such manner.

       

      ARTICLE
        X.

       

      REMIC
        ADMINISTRATION

       

      Section
        10.01 REMIC
        Administration.

       

      (a) REMIC
        elections as set forth in the Preliminary Statement and this Section 10.01
        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 and this Section
        10.01. 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 to take into account
        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 or any Net
        Funds
        Cap, (ii) such expense does not constitute an “unanticipated expense” of a REMIC
        within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) and
        (iii)
        the amount of such expense was not taken into account in computing the interest
        rate of a more junior Class of regular interests.

       

      (b) The
        Closing Date is hereby designated as the “Startup Day” of each REMIC within the
        meaning of section 860G(a)(9) of the Code. The latest possible maturity date
        for
        purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible
        Maturity Date.

       

      (c) The
        Trustee shall represent the Trust Fund in any administrative or judicial
        proceeding relating to an examination or audit by any governmental taxing
        authority with respect thereto. The Trustee shall pay any and all tax related
        expenses (not including taxes) of each REMIC and Grantor Trust, including
        but
        not limited to any professional fees or expenses related to audits or any
        administrative or judicial proceedings with respect to such REMIC or Grantor
        Trust that involve the Internal Revenue Service or state tax authorities,
        but
        only to the extent that (i) such expenses are ordinary or routine expenses,
        including expenses of a routine audit but not expenses of litigation (except
        as
        described in (ii)); or (ii) such expenses or liabilities (including taxes
        and
        penalties) are attributable to the negligence or willful misconduct of the
        Trustee in fulfilling its duties hereunder (including its duties as tax return
        preparer). The Trustee shall be entitled to reimbursement from the Certificate
        Account of the expenses to the extent (x) provided in clause (i) above and
        (y)
        with respect to each REMIC, such expenses are “unanticipated expenses” within
        the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). Any reimbursement
        described in the preceding sentence shall be allocated and limited to
        collections or other recoveries on the related Mortgage Pool and shall be
        accounted for in such manner.

       


      
        
          
          

        

        
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      (d) The
        Trustee shall prepare, the Trustee shall sign, and the Trustee will file,
        all of
        each REMIC’s federal and state tax and information returns as such REMIC’s
        direct representative. The Trustee shall prepare, sign and file all of the
        tax
        or information returns in respect of each Grantor Trust. The Trustee shall
        comply with such requirement by filing Form 1041. The expenses of preparing
        and
        filing such returns shall be borne by the Trustee.

       

      (e) The
        Trustee or its designee shall perform on behalf of the Trust Fund and each
        REMIC
        and Grantor Trust all reporting and other tax compliance duties that are
        the
        responsibility of the Trust Fund or such REMIC or Grantor Trust under the
        Code,
        the REMIC Provisions, or other compliance guidance issued by the Internal
        Revenue Service or any state or local taxing authority. Among its other duties,
        if required by the Code, the REMIC Provisions, or other such guidance, the
        Trustee shall provide (i) to the Treasury or other governmental authority
        such
        information as is necessary for the application of any tax relating to the
        transfer of a Residual Certificate to any disqualified person or organization
        pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated
        in
        Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
        information or reports as are required by the Code or REMIC
        Provisions.

       

      (f) The
        Trustee, the Master Servicer and the Holders of Certificates shall take any
        action, within their respective control and scope of their duties, or cause
        any
        REMIC to take any action necessary to create or maintain the status of any
        REMIC
        as a REMIC under the REMIC Provisions and shall assist each other as necessary
        to create or maintain such status. Neither the Trustee, the Master Servicer
        nor
        the Holder of any Residual Certificate shall knowingly take any action, cause
        any REMIC to take any action or fail to take (or fail to cause to be taken)
        any
        action, within their respective control and scope of their duties, that,
        under
        the REMIC Provisions, if taken or not taken, as the case may be, could result
        in
        an Adverse REMIC Event unless the Trustee, the NIMS Insurer and the Master
        Servicer have received an Opinion of Counsel (at the expense of the party
        seeking to take such action) to the effect that the contemplated action will
        not
        result in an Adverse REMIC Event. In addition, prior to taking any action
        with
        respect to any REMIC or the assets therein, or causing any REMIC to take
        any
        action, which is not expressly permitted under the terms of this Agreement,
        any
        Holder of a Residual Certificate will consult with the Trustee, the NIMS
        Insurer, the Master Servicer 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 NIMS Insurer or
        the
        Master Servicer has advised it in writing that an Adverse REMIC Event could
        occur.

       


      
        
          
          

        

        
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      (g) Each
        Holder of a Residual Certificate shall pay when due any and all taxes imposed
        on
        the related REMIC by federal or state governmental authorities. To the extent
        that such taxes are not paid by a Residual Certificateholder, the Trustee
        shall
        pay any remaining REMIC taxes out of current or future amounts otherwise
        distributable to the Holder of the Residual Certificate in any such REMIC
        or, if
        no such amounts are available, out of other amounts held in the Collection
        Account, and shall reduce amounts otherwise payable to holders of regular
        interests in any such REMIC, as the case may be.

       

      (h) The
        Trustee shall, for federal income tax purposes, maintain books and records
        with
        respect to each REMIC on a calendar year and on an accrual basis.

       

      (i) No
        additional contributions of assets shall be made to any REMIC, except as
        expressly provided in this Agreement with respect to Qualifying Substitute
        Mortgage Loans.

       

      (j) Neither
        the Trustee nor the Master Servicer shall enter into any arrangement by which
        any REMIC will receive a fee or other compensation for services.

       

      (k) Upon
        the
        request of any Rating Agency or any NIMS Insurer, the Trustee shall deliver
        an
        Officer’s Certificate to the Rating Agency and to the NIMS Insurer stating,
        without regard to any actions taken by any party other than the Trustee,
        the
        Trustee’s compliance with provisions of this Section 10.01.

       

      (l) The
        Class
        1-AP Certificates shall be neither regular interests nor residual interests
        in
        any REMIC created hereunder. It is the intention of the parties hereto that
        the
        segregated pool of assets consisting of any collections of Prepayment Premiums
        related to the Mortgage Loans in Pool 1 distributable to the Class 1-AP
        Certificates and the related Class P Reserve Fund shall constitute a grantor
        trust for federal income tax purposes. The Trustee, by its execution and
        delivery hereof, acknowledges the assignment to it of the rights to receive
        such
        Prepayment Premiums and such Class P Reserve Fund and declares that it holds
        and
        will hold such assets in trust for the exclusive use and benefit of all present
        and future Holders of the Class 1-AP Certificates. The rights of Holders
        of the
        Class 1-AP Certificates to receive distributions from the proceeds of such
        Prepayment Premiums and such Class P Reserve Fund, and all ownership interests
        of such Holders in and to such distributions, shall be as set forth in this
        Agreement.

       

      The
        Class
        2-AP Certificates shall be neither regular interests nor residual interests
        in
        any REMIC created hereunder. It is the intention of the parties hereto that
        the
        segregated pool of assets consisting of any collections of Prepayment Premiums
        related to the Mortgage Loans in Pool 2 distributable to the Class 2-AP
        Certificates and the related Class P Reserve Fund shall constitute a grantor
        trust for federal income tax purposes. The Trustee, by its execution and
        delivery hereof, acknowledges the assignment to it of the rights to receive
        such
        Prepayment Premiums and such Class P Reserve Fund and declares that it holds
        and
        will hold such assets in trust for the exclusive use and benefit of all present
        and future Holders of the Class 2-AP Certificates. The rights of Holders
        of the
        Class 2-AP Certificates to receive distributions from the proceeds of such
        Prepayment Premiums and such Class P Reserve Fund, and all ownership interests
        of such Holders in and to such distributions, shall be as set forth in this
        Agreement.

       


      
        
          
          

        

        
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      (m) The
        SWAP
        REMIC shall consist of all of the assets of the Trust Fund relating to the
        Mortgage Pools other than (i) the Lower Tier Interests, (ii) the Basis Risk
        Reserve Fund, (iii) the X Component Account, (iv) the Interest Rate Cap
        Agreement and the Interest Rate Cap Account, (v) the rights to receive
        Prepayment Premiums distributable to the Class P Certificates and the Class
        P
        Reserve Funds, (vi) the Swap Agreement and the Supplemental Interest Trust
        and
        (vii) any of the grantor trusts described in Section 10.01 hereof. The SWAP
        REMIC Regular Interests shall be designated as the regular interests in the
        SWAP
        REMIC, and the Class SW-R Interest shall be designated as the sole class
        of
        residual interest in the SWAP REMIC. Each of the SWAP REMIC Regular Interests
        shall have the characteristics set forth in the Preliminary
        Statement.

       

      The
        assets of REMIC 1 shall be the SWAP REMIC Regular Interests. The REMIC 1
        Regular
        Interests shall be designated as the regular interests in REMIC 1, and the
        Class
        LT1-R Interest shall be designated as the sole class of residual interest
        in
        REMIC 1. Each of the REMIC 1 Regular Interests shall have the characteristics
        set forth in the Preliminary Statement.

       

      The
        assets of REMIC 2 shall be the REMIC 1 Regular Interests. The REMIC 2 Regular
        Interests shall be designated as the regular interests in REMIC 2 and the
        Class
        LT2-R Interest shall be designated as the sole class of residual interest
        in
        REMIC 2. Each of the REMIC 2 Regular Interests shall have the characteristics
        set forth in the Preliminary Statement.

       

      The
        assets of REMIC 3 shall be the REMIC 2 Regular Interests. The REMIC 3 Regular
        Interests shall be designated as the regular interests in REMIC 3 and the
        Residual Interest shall be designated as the sole class of residual interest
        in
        REMIC 3. For federal income tax purposes, the interest rate on each REMIC
        3
        Regular Interest (other than the Uncertificated Class X Interest, the Class
        LT3-AX Interest and the Class LT3-IO Interest) shall be subject to a cap
        equal
        to the REMIC Cap.

       

      The
        beneficial ownership of the Class SW-R Interest, the Class LT1-R Interest,
        the
        Class LT2-R Interest and the Residual Interest shall be represented by the
        Class
        R Certificate. None of the Class SW-R Interest, the Class LT1-R Interest,
        the
        Class LT2-R Interest and the Residual Interest shall have a principal balance
        or
        bear interest.

       

      (n) It
        is
        intended that the rights of each Class of Offered Certificates to receive
        payments in respect of Excess Interest shall be treated as a right in interest
        rate cap contracts written by the holders of the Class X Certificates in
        favor
        of the holders of each Class of Offered Certificates and such shall be accounted
        for as property held separate and apart from the regular interests in REMIC
        3
        held by the holders of the Offered Certificates. This provision is intended
        to
        satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for
        the
        treatment of property rights coupled with REMIC interests to be separately
        respected and shall be interpreted consistently with such regulation. On
        each
        Distribution Date, to the extent that any of the Offered Certificates receive
        payments in respect of Excess Interest, such amounts, to the extent not derived
        from payments on the Interest Rate Cap Agreement, from payments on the Swap
        Agreement or from payments in respect of Class X Shortfalls as set forth
        in
        Section 10.01(p), will be treated as distributed by REMIC 3 to the Class
        X
        Certificates in respect of the Uncertificated Class X Interest pro
        rata
        and then
        paid to the relevant Class of Certificates pursuant to the related interest
        cap
        agreement. The Trustee is hereby directed to perform its duties and obligations
        in accordance with this Section 10.01(n).

       


      
        
          
          

        

        
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      It
        is
        intended that the beneficial owners of the Offered Certificates shall be
        treated
        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 the Offered 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 Related REMIC
        3
        Interest corresponding to such Class of Offered Certificates over (ii) the
        amount payable on such Class of Offered Certificates on such Distribution
        Date
        (such excess, a “Class I Shortfall”). A Class I Shortfall shall be allocated to
        (i) each Class of Offered Certificates (other than the Class AX Certificates)
        to
        the extent that interest accrued on such Class for the related Accrual Period
        at
        the Certificate Interest Rate for such Class, computed by substituting “REMIC
        Pass-Through Rate” for the applicable Net Funds Cap set forth in the definition
        thereof, exceeds the amount of interest payable on such Class for the related
        Accrual Period and (ii) the Class AX Certificates to the extent that interest
        accrued on the Class LT3-AX Interest for the related Accrual Period exceeds
        the
        amount of interest payable on such Class of Certificates. A Class I Shortfall
        payable from principal collections shall be allocated to the most subordinate
        Class of Offered 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 make payments in respect of Excess Interest to the beneficial
        holders of the Offered Certificates in accordance with the terms of this
        Agreement. Any payments to the Offered 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 by beneficial owners
        of
        Offered 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 REMIC 3 and as having been paid by such beneficial owners
        to
        the Class X Certificates pursuant to the notional principal contract. Thus,
        each
        Offered Certificate and each Class X Certificate shall be treated as
        representing not only ownership of regular interests in REMIC 3, but also
        ownership of an interest in (and obligations with respect to) a notional
        principal contract.

       

      (o) The
        parties hereto intend that the Uncertificated Class X Interest, the
        uncertificated Class LT3-IO Interest, the Interest Rate Cap Agreement and
        the
        Interest Rate Cap Account, the Swap Agreement, the Supplemental Interest
        Trust,
        the right to receive payments in respect of Class I Shortfalls from the holders
        of the Offered Certificates, the Basis Risk Reserve Fund, the right to receive
        payments in respect of Class X Shortfalls as set forth in Section 10.01(p)
        and
        the obligation of the holders of the Class X Certificates to pay amounts
        of
        Excess Interest to the holders of the Offered Certificates shall be treated
        as a
“grantor trust” under the Code, and the provisions hereof shall be interpreted
        consistently with this intention. In furtherance of such intention, the Trustee
        shall (i) furnish or cause to be furnished to the holders of the Class X
        Certificates information regarding their allocable share, if any, of the
        income
        with respect to such grantor trust, (ii) file or cause to be filed with the
        Internal Revenue Service Form 1041 (together with any necessary attachments)
        and
        such other forms as may be applicable and (iii) comply with such information
        reporting obligations with respect to payments from such grantor trust to
        the
        holders of Offered Certificates as may be applicable under the Code. The
        Trustee
        is hereby directed to perform its duties and obligations in accordance with
        this
        Section 10.01(o).

       


      
        
          
          

        

        
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      The
        parties intend that all amounts paid to the Swap Counterparty under the Swap
        Agreement shall be deemed for federal income tax purposes to be paid by the
        Class X Certificates first, out of funds deemed received in respect of the
        Class
        LT3-IO Interest, second, out of funds deemed received in respect of the
        Uncertificated Class X Interest and third, out of funds deemed received in
        respect of Class I Shortfalls described in Section 10.01(n), and the provisions
        hereof shall be interpreted consistently with this intention.

       

      The
        Supplemental Interest Trust shall be an “outside reserve fund” for federal
        income tax purposes and not an asset of any REMIC. Furthermore, the Holders
        of
        the Class X Certificates shall be the beneficial owners of the Supplemental
        Interest Trust for all federal income tax purposes, and shall be taxable
        on all
        income earned thereon.

       

      (p) The
        excess, if any, of amounts payable with respect to the REMIC regular interests
        held by REMIC 2 over the amounts payable with respect to the REMIC 2 Regular
        Interests with respect to each Accrual Period shall, solely for purposes
        of the
        REMIC Provisions, be deemed earned by the Master Servicer as an additional
        fee,
        which amount shall be deemed paid by the Master Servicer to the holders of
        the
        Class X Certificates. It is intended that the rights of the holders of the
        Class
        X Certificates to receive such deemed payments (“Class X Shortfalls”) shall be
        treated as rights in respect of an interest rate cap contract written by
        the
        Master Servicer in favor of the holders of the Class X Certificates and shall
        be
        accounted for as property separate and apart from any REMIC regular interest
        represented by the Class X Certificates. This provision is intended to comply
        with the requirements of Treasury Regulations Section 1.860G-2(i) for the
        treatment of property rights coupled with regular interests to be separately
        respected and shall be interpreted consistently with such regulation. The
        holders of the Class X Certificates agree by their acceptance of such
        Certificates, that they will take tax reporting positions that allocate no
        more
        than a nominal value to the right to receive deemed payments in respect of
        Class
        X Shortfalls. The Master Servicer and Trustee shall agree to take tax reporting
        positions consistent with the allocations by the holders of the Class X
        Certificates of no more than a nominal value to the right to receive deemed
        payments in respect of Class X Shortfalls. For information reporting purposes,
        it will be assumed that such rights have no value. Each payment deemed made
        to
        the Class X Certificates in respect of Class X Shortfalls shall be treated
        for
        federal income tax purposes or having been paid to the Master Servicer as
        an
        additional servicing fee and then paid by the Master Servicer to the Holders
        of
        the Class X Certificates. The Trustee and Master Servicer agree and each
        holder
        or beneficial owner of a Class X Certificate agrees, by virtue of its
        acquisition of such Certificate or beneficial interest, to adopt tax reporting
        positions consistent with the payments deemed made to the Class X Certificates
        in respect of Class X Shortfalls as payments in respect of interest rate
        cap
        agreements written by the Master Servicer. The Trustee is hereby directed
        to
        perform its duties and obligations in accordance with this Section
        10.01(p).

       

      (q) Payments
        in the nature of expenses, reimbursements and indemnifications made from
        the
        Trust Fund shall be allocated and limited to collections or other recoveries
        on
        the related Mortgage Pool or Mortgage Pools (if applicable) and shall be
        accounted for in such manner.

       


      
        
          
          

        

        
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      (r) The
        Trustee shall treat the X Component Account as an outside reserve fund within
        the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder
        of
        the Class C Certificates and that is not an asset of any REMIC.

       

      (s) (I)
        The SWAP REMIC:
        On each
        Distribution Date, the Trustee shall first pay or charge as an expense of
        the
        SWAP REMIC all expenses of the Trust Fund for such Distribution Date, other
        than
        any Net Swap Payment or Swap Termination Payment required to be made from
        the
        Trust Fund.

       

      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 SWAP REMIC Regular Interests based on the interest rates for
        such
        interests set forth in the Preliminary Statement hereto.

       

      On
        each
        Distribution Date, the Trustee shall distribute the aggregate Principal
        Remittance Amount, first to the Class SW-Z Interest until its principal balance
        is reduced to zero, and then sequentially, to each of the other SWAP REMIC
        Regular Interests 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 SWAP REMIC Regular Interests in the same manner that principal distributions
        are allocated. Increases in principal amount as a result of Subsequent
        Recoveries with respect to the Mortgage Loans shall be allocated among the
        SWAP
        REMIC Regular Interests in the reverse fashion from the manner in which losses
        are allocated. Increases in principal amount as a result of Net Negative
        Amortization with respect to the Mortgage Loans for any Distribution Date
        shall
        be allocated among the SWAP REMIC Regular Interests, first to the Class SW-Z
        Interest up to an amount equal to the accrued interest thereon for such
        Distribution Date, and then sequentially, to the other SWAP REMIC Regular
        Interests 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, up to an amount equal to the accrued interest
        thereon for such Distribution Date. Any amounts remaining in the SWAP REMIC
        after the aforementioned distributions shall be distributed to the Class
        SW-R
        Interest.

       

      (II)
        REMIC 1:
        All
        payments received by REMIC 1 shall be paid to the REMIC 1 Regular Interests
        until the principal balance of all such interests have been reduced to zero
        and
        any losses allocated to such interests have been reimbursed. Any excess amounts
        shall be distributed to the Class LT1-R Interest. 

       

      On
        each
        Distribution Date, 

       

      (i) interest
        shortfalls with respect to the Mortgage Loans (other than interest shortfalls
        attributable to Negative Amortization) shall be allocated to the REMIC 1
        Regular
        Interests (other than the Class LT1-IO Interest) pro
        rata
        based on
        interest otherwise accrued thereon;

       


      
        
          
          

        

        
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      (ii) the
        principal balance of each REMIC 1 Regular Interest shall be increased by
        the
        amount of interest accrued thereon (net of interest shortfalls allocated
        thereto
        pursuant to the immediately preceding clause (i));

       

      (iii) cash
        received by REMIC 1 with respect to the SWAP REMIC Regular Interests shall
        be
        distributed first to the Class LT1-IO Interest in reduction of its principal
        balance so that its principal balance is as close as possible to
        zero.

       

      (iv) the
        remaining cash received by REMIC 1 shall be distributed to, and losses with
        respect to the Mortgage Loans shall be allocated to the REMIC 1 Marker Classes
        and the Class LT1-X Interest in reduction of their principal amounts as
        follows:

       

      first,
        to the
        Class LT1-M8 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      second,
        to the
        Class LT1-M7 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      third,
        to the
        Class LT1-M6 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      fourth,
        to the
        Class LT1-M5 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      fifth,
        to the
        Class LT1-M4 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      sixth,
        to the
        Class LT1-M3 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      seventh,
        to the
        Class LT1-M2 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      eighth,
        to the
        Class LT1-M1 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      ninth,
        to the
        Class LT1-2A3 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       


      
        
          
          

        

        
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      tenth,
        to the
        Class LT1-1A3 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      eleventh,
        to the
        Class LT1-2A2 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      twelfth,
        to the
        Class LT1-1A2 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      thirteenth,
        to the
        Class LT1-2A1 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class;

       

      fourteenth,
        to the
        Class LT1-1A1 Interest in reduction of its principal balance so that its
        principal balance is as close as possible to 50% of the principal balance
        of its
        Corresponding Class; and

       

      fifteenth,
        to the
        Class LT1-X Interest in reduction of its principal balance so that its principal
        balance is as close as possible to the sum of (x) 50% of the aggregate Scheduled
        Principal Balance of the Mortgage Loans and (y) 50% of the Overcollateralization
        Amount.

       

      If
        on any
        Distribution Date there is an increase in the Certificate Principal Amount
        of
        any Offered Certificate as a result of the proviso in the definition of
        Certificate Principal Amount, then there shall be a corresponding increase
        in
        the principal amount of the REMIC 1 Regular Interests (other than the Class
        LT1-IO Interest) allocated as follows:

       

      first,
        to each
        of the REMIC 1 Marker Classes so that the principal balance of each such
        interest is as close as possible to 50% of the principal balance of its
        Corresponding Class; and

       

      second,
        to the
        Class LT1-X Interest so that the principal balance of such interest is as
        close
        as possible to the sum of (x) 50% of the aggregate Scheduled Principal Balance
        of the Mortgage Loans and (y) 50% of the Overcollateralization
        Amount.

       

      (III)
        REMIC 2:
        All
        payments received by REMIC 2 with respect to the REMIC 1 Regular Interests
        shall
        be paid to the REMIC 2 Regular Interests until the principal balance of all
        such
        interests have been reduced to zero and any losses allocated to such interests
        have been reimbursed. Any excess amounts shall be distributed to the Class
        LT2-R
        Interest. 

       

      On
        each
        Distribution Date,

       

      (i) interest
        shortfalls with respect to the Mortgage Loans (other than interest shortfalls
        attributable to Negative Amortization) shall be allocated to the REMIC 2
        Regular
        Interests (other than the Class LT2-IO Interest) pro
        rata
        based on
        interest otherwise accrued thereon;

       


      
        
          
          

        

        
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      (ii) the
        principal balance of each REMIC 2 Regular Interest shall be increased by
        the
        amount of interest accrued thereon (net of interest shortfalls allocated
        thereto
        pursuant to the immediately preceding clause (i));

       

      (iii) cash
        received by REMIC 2 with respect to the REMIC 1 Regular Interests shall be
        distributed first to the Class LT2-IO Interest in reduction of its principal
        balance so that its principal balance is as close as possible to zero. Any
        remaining cash shall be distributed to, and losses with respect to the Mortgage
        Loans Pool 1 shall be allocated, first, to each of the other classes of REMIC
        2
        Regular Interests (other than the Class LT2-X Interest), in reduction of
        its
        principal balance so that its principal balance is a close as possible to
        the
        principal balance of its Related Certificates, and second, to the Class LT2-X
        Interest in reduction of its principal balance so that its principal balance
        is
        as close as possible to the Overcollateralization Amount.

       

      If
        on any
        Distribution Date there is an increase in the Certificate Principal Amount
        of
        any Offered Certificate as a result of the proviso in the definition of
        Certificate Principal Amount, then there shall be a corresponding increase
        in
        the principal amount of the REMIC 2 Regular Interests allocated as
        follows:

       

      first,
        to each
        of the REMIC 2 Regular Interests (other than the Class LT2-X Interest and
        other
        than the Class LT2-IO Interest) so that the principal balance of each such
        interest is as close as possible to the principal balances of its Related
        Certificates; and

       

      second,
        to the
        Class LT2-X Interest so that the principal balance of such interest is as
        close
        as possible to the Overcollateralization Amount.

       

      (t) Notwithstanding
        the priority and sources of payments set forth in Article 5 hereof or otherwise,
        the Trustee shall account for all distributions with respect to a Class of
        Certificates in amounts that differ from those payable pursuant to the regular
        interest in REMIC 3 corresponding to such Class as amounts paid or received
        (as
        appropriate) pursuant to the interest rate cap contracts or notional principal
        contracts provided for in this Section. In no event shall any such amounts
        be
        treated as payments with respect to a “regular interest” in a REMIC within the
        meaning of Code Section 860G(a)(1).

       

      Section
        10.02 Prohibited
        Transactions and Activities.

       

      None
        of
        the Depositor, the Master Servicer or the Trustee shall sell, dispose of,
        or
        substitute for any of the Mortgage Loans, except in a disposition pursuant
        to
        (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
        Fund,
        (iii) the termination of the REMIC holding such Mortgage Loan 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 it has received an Opinion of Counsel
        (at the expense of the party causing such sale, disposition, or substitution),
        a
        copy of which shall be provided to any NIMS Insurer, that such disposition,
        acquisition, substitution, or acceptance will not (a) result in an Adverse
        REMIC
        Event, (b) affect the distribution of interest or principal on the Certificates,
        or (c) result in the encumbrance of the assets transferred or assigned to
        the
        Trust Fund (except pursuant to the provisions of this Agreement).

       


      
        
          
          

        

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

       

      Upon
        the
        occurrence of an Adverse REMIC Event due to the negligent performance by
        the
        Trustee of its duties and obligations set forth herein, the Trustee shall
        indemnify the NIMS Insurer, the Holder of the related Residual Certificate
        or
        the Trust Fund, as applicable, against any and all losses, claims, damages,
        liabilities or expenses (“Losses”) resulting from such negligence; provided,
        however, that the Trustee shall not be liable for any such Losses attributable
        to the action or inaction of the Master Servicer, the Depositor, the Class
        X or
        Class R Certificateholder, as applicable, nor for any such Losses resulting
        from
        misinformation provided by the Holder of such Residual Certificate on which
        the
        Trustee has relied. The foregoing shall not be deemed to limit or restrict
        the
        rights and remedies of the Holder of such Residual Certificate now or hereafter
        existing at law or in equity. Notwithstanding the foregoing, however, in
        no
        event shall the Trustee have any liability pursuant to this Section 10.03
        (1)
        for any action or omission that is taken in accordance with and in compliance
        with the express terms of, or which is expressly permitted by the terms of,
        this
        Agreement or any Servicing Agreement, (2) for any Losses other than arising
        out
        of a negligent performance by the Trustee of its duties and obligations set
        forth herein, and (3) for any special or consequential damages to
        Certificateholders (in addition to payment of principal and interest on the
        Certificates).

       

      Section
        10.04 REO
        Property.

       

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

       

      (b) The
        Master Servicer shall cause the applicable Servicer (to the extent provided
        in
        the related Servicing Agreement) to make reasonable efforts to sell any REO
        Property for its fair market value. In any event, however, the Master Servicer
        shall, or shall cause the applicable Servicer to, dispose of any REO Property
        within three years of its acquisition by the Trust Fund unless the Master
        Servicer has received a grant of extension from the Internal Revenue Service
        to
        the effect that, under the REMIC Provisions, the REMIC may hold REO Property
        for
        a longer period without causing an Adverse REMIC Event. If the Master Servicer
        has received such an extension, then the Master Servicer, acting on the
        Trustee’s behalf hereunder, shall, or shall cause the Servicer to, continue to
        attempt to sell the REO Property for its fair market value for such period
        longer than three years as such extension permits (the “Extended Period”). If
        the Master Servicer has not received such an extension and the Master Servicer
        or the applicable Servicer, acting on behalf of the Trustee hereunder, is
        unable
        to sell the REO Property within 33 months after its acquisition by the Trust
        Fund or if the Master Servicer has received such an extension, and the Master
        Servicer or such 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 such 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 such 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) This
        Agreement may be amended from time to time by the Depositor, the Master Servicer
        and the Trustee, with the consent of the NIMS Insurer, but without the consent
        of the Swap Counterparty (except to the extent that the rights or obligations
        of
        (1) the Swap Counterparty hereunder or (2) the Swap Counterparty under the
        Swap
        Agreement (or the ability of the Trustee on behalf of the Supplemental Interest
        Trust to perform fully and timely its obligations under the Swap Agreement),
        are
        affected thereby, in which case prior written consent of the Swap Counterparty
        is required) and without notice to or the consent of any of the Holders,
        (i) to
        cure any ambiguity, (ii) to cause the provisions herein to conform to or
        be
        consistent with or in furtherance of the statements made with respect to
        the
        Certificates, the Trust Fund or this Agreement in any Offering Document,
        or to
        correct or supplement any provision herein which may be inconsistent with
        any
        other provisions herein or with the provisions of any Servicing Agreement,
        (iii)
        to make any other provisions with respect to matters or questions arising
        under
        this Agreement or (iv) to add, delete, or amend any provisions to the extent
        necessary or desirable to comply with any requirements imposed by the Code
        and
        the REMIC Provisions. No such amendment effected pursuant to the preceding
        sentence shall, as evidenced by an Opinion of Counsel, result in an Adverse
        REMIC Event, nor shall such amendment effected pursuant to clause (iii) of
        such
        sentence adversely affect in any material respect the interests of any Holder.
        Prior to entering into any amendment without the consent of Holders pursuant
        to
        this paragraph, the Trustee, the Swap Counterparty and the NIMS Insurer shall
        be
        provided with an Opinion of Counsel addressed to the Trustee, the Swap
        Counterparty and the NIMS Insurer (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 and the NIMS Insurer receive 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
        (and any Opinion of Counsel requested by the Trustee in connection with any
        such
        amendment may rely expressly on such confirmation as the basis
        therefor).

       


      
        
          
          

        

        
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      (b) This
        Agreement may also be amended from time to time by the Depositor, the Master
        Servicer, the NIMS Insurer and the Trustee, but without the consent of the
        Swap
        Counterparty (except to the extent that the rights or obligations of (1)
        the
        Swap Counterparty hereunder or (2) the Swap Counterparty under the Swap
        Agreement (or the ability of the Trustee on behalf of the Supplemental Interest
        Trust to perform fully and timely its obligations under the Swap Agreement
        are
        affected thereby, in which case the prior written consent of the Swap
        Counterparty is required) with the consent of the Holders of not less than
        66 2/3% of the Class Principal Amount (or Class Notional 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 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 Class Notional 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) Promptly
        after the execution of any such amendment, the Trustee shall furnish written
        notification of the substance of such amendment to each Holder, the NIMS
        Insurer, the Depositor, the Swap Counterparty and to the Rating
        Agencies.

       

      (d) 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.

       

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

       


      
        
          
          

        

        
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      (f) Notwithstanding
        anything to the contrary in this Section 11.03, this Agreement may be amended
        from time to time by the Depositor, the Master Servicer and the Trustee to
        the
        extent necessary, in the judgment of the Depositor and its counsel, to comply
        with the Rules, Regulation AB and any related rules and
        regulations.

       

      Section
        11.04 Voting
        Rights.

       

      Except
        to
        the extent that the consent of all affected Certificateholders is required
        pursuant to this Agreement, with respect to any provision of this Agreement
        requiring the consent of Certificateholders representing specified percentages
        of aggregate outstanding Certificate Principal Amount or Class Notional Amount
        (or Percentage Interest), Certificates owned by the Depositor, the Master
        Servicer, the Trustee, the Servicer or Affiliates thereof are not to be counted
        so long as such Certificates are owned by the Depositor, the Master Servicer,
        the Trustee, any Servicer or any Affiliate thereof.

       

      Section
        11.05 Provision
        of Information.

       

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

       

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

       

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

       

      Section
        11.06 Governing
        Law.

       

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

       


      
        
          
          

        

        
          173

          
            

          

        

        
          
          

        

      


      Section
        11.07 Notices.

       

      All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given when received by (a) in the case of the
        Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue, 7th
        Floor, New York, New York 10019, Attention: Mortgage Finance, LXS 2007-18N,
        (b)
        in the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh Avenue,
        7th Floor, New York, New York 10019, Attention: Mortgage Finance, LXS 2007-18N,
        (c) in the case of the Trustee, U.S. Bank National Association, One Federal
        Street, Boston, M.A. 02110, Attention: Corporate Trust Services, (d) in the
        case
        of the NIMS Insurer, if any, as set forth in the Indenture, (e) in the case
        of
        the Swap Counterparty and Cap Provider, at the address therefore set forth
        in
        the Swap Agreement and the Interest Rate Cap Agreement, respectively, and
        (f) in
        the case of the Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows
        Drive, Littleton, Colorado 80124; Attention: Master Servicing, LXS 2007-18N.
        All
        demands, notices and communications to a party hereunder shall be in writing
        and
        shall be deemed to have been duly given when delivered to such party at the
        relevant address, facsimile number or electronic mail address set forth above
        or
        at such other address, facsimile number or electronic mail address as such
        party
        may designate from time to time by written notice in accordance with this
        Section 11.07.

       

      Section
        11.08 Severability
        of Provisions.

       

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

       

      Section
        11.09 Indulgences;
        No Waivers.

       

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

       

      Section
        11.10 Headings
        Not To Affect Interpretation.

       

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

       


      
        
          
          

        

        
          174

          
            

          

        

        
          
          

        

      


      Section
        11.11 Benefits
        of Agreement.

       

      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 assigns under the Swap Agreement,
        the Holders of the Certificates, any benefit or any legal or equitable right,
        power, remedy or claim under this Agreement, except to the extent specified
        in
        Section 5.08 and Section 11.16.

       

      Section
        11.12 Special
        Notices to the Rating Agencies, the Swap Counterparty and NIMS
        Insurer.

       

      (a) The
        Depositor shall give prompt notice to the Rating Agencies, the Swap Counterparty
        and the NIMS Insurer of the occurrence of any of the following events of
        which
        it has notice:

       

      (i) any
        amendment to this Agreement pursuant to Section 11.03;

       

      (ii) any
        Assignment by the Master Servicer of its rights hereunder or delegation of
        its
        duties hereunder;

       

      (iii) the
        occurrence of any Event of Default described in Section 6.14;

       

      (iv) any
        notice of termination given to the Master Servicer pursuant to Section 6.14
        and
        any resignation of the Master Servicer hereunder;

       

      (v) the
        appointment of any successor to any Master Servicer pursuant to Section
        6.14;

       

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

       

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

       

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

       

      If
        to
        Fitch, to:

       

      Fitch
        Ratings

      One
        State
        Street Plaza, 30th Floor

      New
        York,
        NY 10004

      Attention:
        Residential Mortgages

      



      
        
          
          

        

        
          175

          
            

          

        

        
          
          

        

      


      If
        to
        S&P, to:

       

      Standard
        & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
        Inc.

      55
        Water
        Street

      New
        York,
        New York 10014

      Attention:
        Residential Mortgages

       

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

       

      Section
        11.13 Conflicts.

       

      To
        the
        extent that the terms of this Agreement conflict with the terms of any Servicing
        Agreement, such Servicing Agreement shall govern unless such provisions shall
        adversely affect the Trustee, the Trust Fund or the status of any REMIC created
        hereunder as a REMIC, provided that nothing in this Section 11.13 shall be
        construed to limit the rights or obligations of the Master Servicer under
        Section 9.05 of this Agreement.

       

      Section
        11.14 Counterparts.

       

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

       

      Section
        11.15 Transfer
        of Servicing.

       

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

       

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

       

      (ii) Receipt
        of the written consent of the NIMS Insurer, such consent not to be unreasonably
        withheld;

       


      
        
          
          

        

        
          176

          
            

          

        

        
          
          

        

      


      (iii) 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;

       

      (iv) Such
        successor servicer must satisfy the seller/servicer eligibility standards
        in the
        applicable Servicing Agreement, exclusive of any experience in mortgage loan
        origination and must be reasonably acceptable to the Master Servicer, whose
        approval shall not be unreasonably withheld;

       

      (v) Such
        successor servicer must execute and deliver to the Trustee and the Master
        Servicer an agreement, in form and substance reasonably satisfactory to the
        Trustee and the Master Servicer, that contains an assumption by such successor
        servicer of the due and punctual performance and observance of each covenant
        and
        condition to be performed and observed by the applicable Servicer under the
        related Servicing Agreement or such successor servicer shall execute and
        deliver
        to the Trustee and Master Servicer a servicing agreement which contains
        customary and reasonable servicing provisions and which will not cause either
        Rating Agency to qualify, withdraw or downgrade the then-current rating of
        any
        of the Certificates or, (i) in the case of a transfer of servicing to a party
        that is already a Servicer pursuant to this Agreement, an agreement to add
        the
        related Mortgage Loans to the Servicing Agreement already in effect with
        such
        Servicer and (ii) in the case of a transfer of servicing to a Special Servicer
        pursuant to Section 9.32 herein, a special servicing agreement in the form
        of
        that attached to the applicable Servicing Agreement;

       

      (vi) If
        the
        successor servicer is not a Servicer of Mortgage Loans at the time of the
        transfer, there must be delivered to the Trustee and the Master Servicer
        a
        letter from each Rating Agency to the effect that such transfer of servicing
        will not result in a qualification, withdrawal or downgrade of the then-current
        rating of any of the Certificates; and

       

      (vii) The
        Seller shall, at its cost and expense, take such steps, or cause the
        transferring Servicer to take such steps, as may be necessary or appropriate
        to
        effectuate and evidence the transfer of the servicing of the specified Mortgage
        Loans to such successor or replacement servicer, including, but not limited
        to,
        the following: (A) to the extent required by the terms of the Mortgage Loans
        and
        by applicable federal and state laws and regulations, the Seller shall cause
        the
        prior Servicer to timely mail to each obligor under a Mortgage Loan any required
        notices or disclosures describing the transfer of servicing of the Mortgage
        Loans to the successor or replacement servicer; (B) prior to the effective
        date
        of such transfer of servicing, the Seller shall cause the prior Servicer
        to
        transmit to any related insurer notification of such transfer of servicing;
        (C)
        on or prior to the effective date of such transfer of servicing, the Seller
        shall cause the prior Servicer to deliver to the successor or replacement
        servicer all Mortgage Loan Documents and any related records or materials;
        (D)
        on or prior to the effective date of such transfer of servicing, the Seller
        shall cause the prior Servicer to transfer to the successor or replacement
        servicer, or, if such transfer occurs after a Servicer Remittance Date but
        before the next succeeding Deposit Date, to the Trustee, all funds held by
        the
        prior Servicer in respect of the Mortgage Loans; (E) on or prior to the
        effective date of such transfer of servicing, the Seller shall cause the
        prior
        Servicer to, after the effective date of the transfer of servicing to the
        successor or replacement servicer, continue to forward to such successor
        or
        replacement servicer, within one Business Day of receipt, the amount of any
        payments or other recoveries received by the prior Servicer, and to notify
        the
        successor or replacement servicer of the source and proper application of
        each
        such payment or recovery; and (F) the Seller shall cause the prior Servicer
        to,
        after the effective date of transfer of servicing to the successor or
        replacement servicer, continue to cooperate with the successor or replacement
        servicer to facilitate such transfer in such manner and to such extent as
        the
        successor or replacement servicer may reasonably request. Notwithstanding
        the
        foregoing, the prior Servicer shall be obligated to perform the items listed
        above to the extent provided in the applicable Servicing Agreement.

       


      
        
          
          

        

        
          177

          
            

          

        

        
          
          

        

      


      Section
        11.16 Third
        Party Rights.

       

      The
        NIMS
        Insurer shall be deemed a third-party beneficiary of this Agreement to the
        same
        extent as if it were a party hereto, and shall have the right to enforce
        the
        provisions of this Agreement.

       

      [SIGNATURE
        PAGE IMMEDIATELY FOLLOWS]

       


      
        
          
          

        

        
          178

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer 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:                         

      Name:
        Michael C. Hitzmann

      Title:
        Senior Vice President

      


      U.S.
        BANK
        NATIONAL ASSOCIATION,

            not
        in its individual capacity, but solely

            as
        Trustee

      


      By:                         

      Name:
        

      Title:
        

      


      AURORA
        LOAN SERVICES LLC,

            as
        Master Servicer

      


      


      By:                          

      Name:
        

      Title:
        

      Accepted
        and agreed to by:

       

      LEHMAN
        BROTHERS HOLDINGS INC.

       

      By:                         

      Name:
        Ellen Kiernan

      Title:
        Authorized Signatory

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      FORMS
        OF
        CERTIFICATES

       

      [INTENTIONALLY
        OMITTED]

       


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-1

       

      FORM
        OF
        INITIAL CERTIFICATION

       

      


       

      


       

      Date

       

      U.S.
        Bank
        National Association

      1
        Federal
        Street

      Boston,
        M.A. 02110

      Attention:
        Corporate Trust Services

       

      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      Structured
        Asset Securities Corporation, as Depositor

      745
        Seventh Avenue, 7th Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-18N

       

      [NIMS
        Insurer, if applicable]

       

      
        	
                Re:

              	
                Trust
                  Agreement dated as of September 1, 2007 (the “Trust Agreement”), by and
                  among Structured Asset Securities Corporation, as Depositor, Aurora
                  Loan
                  Services LLC, as Master Servicer and U.S. Bank National Association,
                  as
                  Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                  Certificates, Series 2007-18N

              


      

       

       

      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

      1
        Federal
        Street

      Boston,
        M.A. 02110

      Attention:
        Corporate Trust Services

       

      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      Structured
        Asset Securities Corporation, as Depositor

      745
        Seventh Avenue, 7th Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-18N

       

      [NIMS
        Insurer, if applicable]

       

      
        	
                Re:

              	
                Trust
                  Agreement dated as of September 1, 2007 (the “Trust Agreement”), by and
                  among Structured Asset Securities Corporation, as Depositor, Aurora
                  Loan
                  Services LLC, as Master Servicer and U.S. Bank National Association,
                  as
                  Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                  Certificates, Series 2007-18N

              


      

       

      Ladies
        and Gentlemen:

       

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

       

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

       

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

       

      [Custodian]

      


      By:                         

      Name:

      Title:


      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-3

       

      FORM
        OF
        FINAL CERTIFICATION

       

      Date

      U.S.
        Bank
        National Association

      1
        Federal
        Street

      Boston,
        M.A. 02110

      Attention:
        Corporate Trust Services

       

      Aurora
        Loan Services LLC, as Master Servicer

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      Structured
        Asset Securities Corporation, as Depositor

      745
        Seventh Avenue, 7th Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LXS 2007-18N

       

      [NIMS
        Insurer, if applicable]

       

      
        	
                Re:

              	
                Trust
                  Agreement dated as of September 1, 2007 (the “Trust Agreement”), by and
                  among Structured Asset Securities Corporation, as Depositor, Aurora
                  Loan
                  Services LLC, as Master Servicer and U.S. Bank National Association,
                  as
                  Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                  Certificates, Series 2007-18N

              


      

       

      Ladies
        and Gentlemen:

       

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

       

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

       

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

       

      [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 a
        Trust Agreement dated as of September 1, 2007, among Structured Asset Securities
        Corporation, as depositor, Aurora Loan Services LLC, as master servicer,
        and the
        Trustee, relating to Lehman XS Trust Mortgage Pass-Through Certificates,
        Series
        2007-18N, without recourse.

       

      


      


                              


      [current
        signatory on note]

      


      


      By:                        

      Name:
        

      Title:
        


      
        
          
          

        

        
          B-4-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      REQUEST
        FOR RELEASE OF DOCUMENTS AND RECEIPT

       

      


       

      


       

      Date

      


      [Addressed
        to Trustee

      or,
        if
        applicable, Custodian]

       

      In
        connection with the administration of the mortgages held by you as Trustee
        under
        a certain Trust Agreement dated as of September 1, 2007 by and among Structured
        Asset Securities Corporation, as Depositor, U.S. Bank National Association,
        as
        Trustee, and Aurora Loan Services LLC, as Master Servicer (the “Trust
        Agreement”), the undersigned Servicer hereby requests a release of the Mortgage
        File held by you as Trustee with respect to the following described Mortgage
        Loan for the reason indicated below.

       

      Mortgagor’s
        Name:

       

      Address:

       

      Loan
        No.:

       

      Reason
        for requesting file:

       

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

       

      2. The
        Mortgage Loan is being foreclosed.

       

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

       

      4. Mortgage
        Loan repurchased. (The Servicer hereby certifies that the applicable Purchase
        Price 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 is not, and on _______________ [date of transfer]
                  will not
                  be, an employee benefit plan or other arrangement subject to Title
                  I of
                  the Employee Retirement Income Security Act of 1974, as amended
                  (“ERISA”),
                  a plan subject to Section 4975 of the Internal Revenue Code of
                  1986, as
                  amended (the “Code”) or a plan subject to any provisions under any
                  federal, state, local, non-U.S. or other laws or regulations that
                  are
                  substantively similar to the foregoing provisions of ERISA or the
                  Code
                  (collectively, a “Plan”), and is not directly or indirectly acquiring a
                  Residual Certificate for, on behalf of or with any assets of any
                  such
                  Plan.

              


      

       


      
        
          
          

        

        
          D-1-1

          
            

          

        

        
          
          

        

      


      
        	 	
                5.

              	
                That
                  the Purchaser hereby acknowledges that under the terms of the Trust
                  Agreement (the “Agreement”) by and among Structured Asset Securities
                  Corporation, as Depositor, Aurora Loan Services LLC, as Master
                  Servicer,
                  and U.S. Bank National Association, as Trustee, dated as of September
                  1,
                  2007, relating to Lehman XS Trust Mortgage Pass-Through Certificates,
                  Series 2007-18N, no transfer of the Residual Certificates shall
                  be
                  permitted to be made to any person unless the Depositor and Trustee
                  have
                  received a certificate from such transferee containing the representations
                  in paragraphs 3 and 4 hereof.

              


      

       

      
        	 	
                6.

              	
                That
                  the Purchaser does not hold REMIC residual securities as nominee
                  to
                  facilitate the clearance and settlement of such securities through
                  electronic book entry changes in accounts of participating organizations
                  (such entity, a “Book-Entry
                  Nominee”).

              


      

       

      
        	 	
                7.

              	
                That
                  the Purchaser does not have the intention to impede the assessment
                  or
                  collection of any federal, state or local taxes legally required
                  to be
                  paid with respect to such Residual Certificate, and that the Purchaser
                  has
                  provided financial statements or other financial information requested
                  by
                  the transferor in connection with the transfer of the Residual
                  Certificate
                  in order to permit the transferor to assess the financial capability
                  of
                  the Purchaser to pay such taxes.

              


      

       

      
        	 	
                8.

              	
                That
                  the Purchaser will not transfer a Residual Certificate to any person
                  or
                  entity (i) as to which the Purchaser has actual knowledge that
                  the
                  requirements set forth in paragraph 3, paragraph 6 or paragraph
                  10 hereof
                  are not satisfied or that the Purchaser has reason to believe does
                  not
                  satisfy the requirements set forth in paragraph 7 hereof, and (ii)
                  without
                  obtaining from the prospective Purchaser an affidavit substantially
                  in
                  this form and providing to the Trustee a written statement substantially
                  in the form of Exhibit D-2 to the
                  Agreement.

              


      

       

      
        	 	
                9.

              	
                That
                  the Purchaser understands that, as the holder of a Residual Certificate,
                  the Purchaser may incur tax liabilities in excess of any cash flows
                  generated by the interest and that it intends to pay taxes associated
                  with
                  holding such Residual Certificate as they become
                  due.

              


      

       

      
        	 	
                10.

              	
                That
                  the Purchaser (i) is not a Non U.S. Person or (ii) is a Non U.S.
                  Person
                  that holds a Residual Certificate in connection with the conduct
                  of a
                  trade or business within the United States and has furnished the
                  transferor and the Trustee with an effective Internal Revenue Service
                  Form
                  W-8ECI (Certificate of Foreign Person’s Claim for Exemption From
                  Withholding on Income Effectively Connected With the Conduct of
                  a Trade or
                  Business in the United States) or successor form at the time and
                  in the
                  manner required by the Code or (iii) is a Non U.S. Person that
                  has
                  delivered to both the transferor and the Trustee an opinion of
                  a
                  nationally recognized tax counsel to the effect that the transfer
                  of such
                  Residual Certificate to it is in accordance with the requirements
                  of the
                  Code and the regulations promulgated thereunder and that such transfer
                  of
                  a Residual Certificate will not be disregarded for federal income
                  tax
                  purposes. “Non U.S. Person” means an individual, corporation, partnership
                  or other person other than (i) a citizen or resident of the United
                  States;
                  (ii) a corporation, partnership or other entity created or organized
                  in or
                  under the laws of the United States or any state thereof, including
                  for
                  this purpose, the District of Columbia; (iii) an estate that is
                  subject to
                  U.S. federal income tax regardless of the source of its income;
                  (iv) a
                  trust if a court within the United States is able to exercise primary
                  supervision over the administration of the trust and one or more
                  United
                  States trustees have authority to control all substantial decisions
                  of the
                  trust; and, (v) to the extent provided in Treasury regulations,
                  certain
                  trusts in existence on August 20, 1996 that are treated as United
                  States
                  persons prior to such date and elect to continue to be treated
                  as United
                  States persons.

              


      

       


      
        
          
          

        

        
          D-1-2

          
            

          

        

        
          
          

        

      


      
        	 	
                11.

              	
                That
                  the Purchaser agrees to such amendments of the Trust Agreement
                  as may be
                  required to further effectuate the restrictions on transfer of
                  any
                  Residual Certificate to such a “disqualified organization,” an agent
                  thereof, a Book Entry Nominee, or a person that does not satisfy
                  the
                  requirements of paragraph 7 and paragraph 10
                  hereof.

              


      

       

      
        	 	
                12.

              	
                That
                  the Purchaser consents to the designation of the Trustee as its
                  agent to
                  act as “tax matters person” of the Trust Fund pursuant to the Trust
                  Agreement.

              


      

       


      
        
          
          

        

        
          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

       

      RESIDUAL
        CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

       

      


       

      


       

      ____________________________

       

                Date

       

       

      
        	
                Re:

              	
                Lehman
                  XS Trust

              
	 	
                Mortgage
                  Pass-Through Certificates, Series 2007-18N

              
	 	 


      

      


       

      _______________________
        (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

       

      SERVICING
        AGREEMENTS

       

      1. Reconstituted
        Servicing Agreement, dated as of September 1, 2007, by and between the Seller
        and Countrywide Home Loans Servicing LP 

       

      2. Servicing
        Agreement, dated as of September 1, 2007, by and between the Seller and Aurora
        Loan Services LLC

       

      [SEE
        EXHIBITS 99.2 AND 99.4]

       

      

        
          
            
            

          

          
            E-1

            
              

            

          

          
            
            

          

        



      EXHIBIT
        F

       

      FORM
        OF
        RULE 144A TRANSFER CERTIFICATE

       

       

      
        	
                Re:

              	
                Lehman
                  XS Trust

              
	 	
                Mortgage
                  Pass Through Certificates,Series
                  2007-18N

              


      

       

      Reference
        is hereby made to the Trust Agreement dated as of September 1, 2007 (the
“Trust
        Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
        Aurora Loan Services LLC, as Master Servicer, and U.S. Bank National
        Association, as Trustee. Capitalized terms used but not defined herein shall
        have the meanings given to them in the Trust Agreement.

       

      This
        letter relates to $__________ initial Certificate Balance of Class Certificates
        which are held in the form of Definitive Certificates registered in the name
        of
        (the “Transferor”). The Transferor has requested a transfer of such Definitive
        Certificates for Definitive Certificates of such Class registered in the
        name of
        [insert name of transferee].

       

      In
        connection with such request, and in respect of such Certificates, the
        Transferor hereby certifies that such Certificates are being transferred
        in
        accordance with (i) the transfer restrictions set forth in the Trust Agreement
        and the Certificates and (ii) Rule 144A under the Act to a purchaser that
        the
        Transferor reasonably believes is a “qualified institutional buyer” within the
        meaning of Rule 144A purchasing for its own account or for the account of
        a
“qualified institutional buyer,” which purchaser is aware that the sale to it is
        being made in reliance upon Rule 144A, in a transaction meeting the requirements
        of Rule 144A and in accordance with any applicable securities laws of any
        state
        of the United States or any other applicable jurisdiction.

       

      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Depositor.

       

      


      


      [Name
        of
        Transferor]

      


      


      By:                        

            Name:
        

            Title:
        

      


      


      Dated:
        ___________, ____

       


      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

       

      FORM
        OF
        PURCHASER’S LETTER FOR

      INSTITUTIONAL
        ACCREDITED INVESTOR

       

      


       

      


       

      Date

       

      Dear
        Sirs:

       

      In
        connection with our proposed purchase of $______________ principal amount
        of
        Lehman XS Trust Mortgage Pass Through Certificates, Series 2007-18N (the
        “Privately Offered Certificates”) of the Structured Asset Securities Corporation
        (the “Depositor”), we confirm that:

       

      
        	 	
                (1)

              	
                We
                  understand that the Privately Offered Certificates have not been,
                  and will
                  not be, registered under the Securities Act of 1933, as amended
                  (the
                  “Securities Act”), and may not be sold except as permitted in the
                  following sentence. We agree, on our own behalf and on behalf of
                  any
                  accounts for which we are acting as hereinafter stated, that if
                  we should
                  sell any Privately Offered Certificates within two years of the
                  later of
                  the date of original issuance of the Privately Offered Certificates
                  or the
                  last day on which such Privately Offered Certificates are owned
                  by the
                  Depositor or any Affiliate of the Depositor we will do so only
                  (A) to the
                  Depositor, (B) to “qualified institutional buyers” (within the meaning of
                  Rule 144A under the Securities Act) in accordance with Rule 144A
                  under the
                  Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                  provided by Rule 144 under the Securities Act, or (D) to an institutional
                  “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                  (7) of Regulation D under the Securities Act that is not a QIB
                  (an
                  “Institutional Accredited Investor”) which, prior to such transfer,
                  delivers to the Trustee under the Trust Agreement dated as of September
                  1,
                  2007 by and among the Depositor, Aurora Loan Services LLC, as Master
                  Servicer, and U.S. Bank National Association, as Trustee (the “Trustee”),
                  a signed letter in the form of this letter; and we further agree,
                  in the
                  capacities stated above, to provide to any person purchasing any
                  of the
                  Privately Offered Certificates from us a notice advising such purchaser
                  that resales of the Privately Offered Certificates are restricted
                  as
                  stated herein.

              


      

       

      
        	 	
                (2)

              	
                We
                  understand that, in connection with any proposed resale of any
                  Privately
                  Offered Certificates to an Institutional Accredited Investor, we
                  will be
                  required to furnish to the Trustee and the Depositor a certification
                  from
                  such transferee in the form hereof to confirm that the proposed
                  sale is
                  being made pursuant to an exemption from, or in a transaction not
                  subject
                  to, the registration requirements of the Securities Act. We further
                  understand that the Privately Offered Certificates purchased by
                  us will
                  bear a legend to the foregoing
                  effect.

              


      

       

      
        	 	
                (3)

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

              


      

       


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


      
        	 	
                (4)

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

              


      

       

      
        	 	
                (5)

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

              


      

       

      
        	 	
                (6)

              	
                If
                  we are acquiring an ERISA-Restricted Certificate, we are not a
                  Plan and we
                  are not acquiring the ERISA-Restricted Certificate for, on behalf
                  of or
                  with any assets of a Plan, except as may be permitted pursuant
                  to 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,

      


       

        
          

        

      

      [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. The
        Investor in an ERISA-Restricted Certificate (A) is not, and on _______________
        [date of transfer] will not be, an employee benefit plan or arrangement subject
        to Title I of the Employee Retirement Income Security Act of 1974, as amended
        (“ERISA”), a plan subject to Section 4975 of the Internal Revenue Code of 1986,
        as amended (the “Code”) or a plan subject to any provisions under any federal,
        state, local, non-U.S. or other laws or regulations that are substantively
        similar to the foregoing provisions of ERISA or the Code (“Similar Law”)
        (collectively, a “Plan”), and is not directly or indirectly acquiring the
        Certificate for, on behalf of or with any assets of any such Plan, (B) if
        the
        Certificate has been the subject of an ERISA-Qualifying Underwriting, is
        an
        insurance company that is acquiring the Certificate with assets of an “insurance
        company general account” as defined in Section V(E) of Prohibited Transaction
        Class Exemption (“PTCE”) 95-60 and the acquisition and holding of the
        Certificate are covered and exempt under Sections I and III of PTCE 95-60,
        or
        (C) solely in the case of a Definitive Certificate, shall herewith deliver
        an
        Opinion of Counsel satisfactory to the Certificate Registrar, the Trustee
        and
        the Depositor, and upon which the Trustee, the Certificate Registrar and
        the
        Depositor shall be entitled to rely, to the effect that the acquisition and
        holding of such Certificate by the Investor will not result in a nonexempt
        prohibited transaction under Title I of ERISA or Section 4975 of the Code,
        or a
        violation of Similar Law, and will not subject the Trustee, the Master Servicer,
        the Certificate Registrar, any Servicer or the Depositor to any obligation
        in
        addition to those undertaken by such entities in the Trust Agreement, which
        Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer,
        the Certificate Registrar, any Servicer or the Depositor.

       

      3. Either
        (A) the investor in a Certificate other than ERISA-Restricted Certificates,
        Class R Certificates and Class AX Certificates is not, and is not acting
        for, on
        behalf of or with any assets of, an employee benefit plan or other arrangement
        subject to Title I of ERISA or plan subject to Section 4975 of the Code,
        or (B)
        until the termination of the Swap Agreement, the acquisition and holding
        of the
        Certificate will not constitute or result in a non-exempt prohibited transaction
        under Title I of ERISA or Section 4975 of the Code. The representations set
        forth in this paragraph applicable to Exchange Certificates shall also apply
        to
        Exchangeable Certificates.

       


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to proper authority, by its duly authorized officer, duly
        attested, this ____ day of _______________, 20___.

       

                              

      [Investor]

      


      


      By:                         

      Name:
        

      Title:
        

      


      


      ATTEST:

       

      
        
          

        



       

       

      


       

      
        	
                STATE
                  OF

              	
                )

              	 
	 	
                )
                  

              	
                ss:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

       

      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-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

       

      [RESERVED]

       


      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        J

       

      [RESERVED]

       


      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        K

       

      CUSTODIAL
        AGREEMENTS

       

      1. Custodial
        Agreement, dated as of September 1, 2007, by and among Deutsche Bank National
        Trust Company, as Custodian, and U.S. Bank National Association, as
        Trustee.

       

      2. Custodial
        Agreement, dated as of September 1, 2007, by and among U.S. Bank National
        Association, as Custodian, and U.S. Bank National Association, as
        Trustee.

       

      3. Custodial
        Agreement, dated as of September 1, 2007, by and among LaSalle Bank National
        Association, as Custodian, and U.S. Bank National Association, as
        Trustee.

       

      [INTENTIONALLY
        OMITTED]

       


      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

       

      FORM
        OF
        EXCHANGE TRUST AGREEMENT (INCLUDING AVAILABLE COMBINATION SCHEDULE)

       

      [SEE
        EXHIBIT 4.2]

       


      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M

       

      [RESERVED]

       


      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N

       

      FORM
        OF
        SWAP AGREEMENT

       

      [SEE
        EXHIBIT 99.6]

       


      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        O

       

      FORM
        OF
        INTEREST RATE CAP AGREEMENT

       

      [SEE
        EXHIBIT 99.7]

       


      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        P

       

      [RESERVED]

       

      


       


      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q-1

       

      ADDITIONAL
        FORM 10-D DISCLOSURE

       

      
        	
                Item
                  on Form 10-D

              	
                Party
                  Responsible

              
	
                Item
                  1: Distribution and Pool Performance Information

                Any
                  information required by 1121 which is NOT included on the Distribution
                  Date Statement

              	
                Master
                  Servicer (as to any Servicer, to the extent provided by such
                  Servicer),

                Trustee
                  (if Paying Agent), Paying Agent and Depositor (to the extent of
                  any
                  additional information that has not already been provided by the
                  Master
                  Servicer)

              
	
                Item
                  2: Legal Proceedings

                per
                  Item 1117 of Reg AB

              	
                (i)
                  All parties to the Trust Agreement (as to themselves), (ii) the
                  Trustee as
                  to the issuing entity, (iii) the Depositor as to the sponsor, any
                  1110(b)
                  originator, any 1100(d)(1) party and (iv) the Master Servicer,
                  as to any
                  Servicer, to the extent provided by such Servicer

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

              	
                Depositor

              
	
                Item
                  4: Defaults Upon Senior Securities

              	
                Trustee

              
	
                Item
                  5: Submission of Matters to a Vote of Security Holders

              	
                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

              	
                Depositor

              
	
                Item
                  7: Significant Enhancement Provider Information

              	
                Depositor

              
	
                Item
                  8: Other Information

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  9: Exhibits

              	
                Depositor
                  

              


      

      



      
        
          
          

        

        
          Q-1-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q-2

       

      ADDITIONAL
        FORM 10-K DISCLOSURE

       

      
        	
                Item
                  on Form 10-K

              	
                Party
                  Responsible

              
	
                Item
                  1B: Unresolved Staff Comments

              	
                Depositor

              
	
                Item
                  9B: Other Information

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Depositor,
                  Servicer, Master Servicer, Subservicer

              
	
                Additional
                  Item:

                Disclosure
                  per Item 1117 of Reg AB

              	
                (i)
                  All parties to the Trust Agreement (as to themselves), (ii) the
                  Trustee
                  and Depositor as to the issuing entity, (iii) the Depositor as
                  to the
                  sponsor, any 1110(b) originator, any 1100(d)(1) party and (iv)
                  the Master
                  Servicer, as to any Servicer, to the extent provided by such
                  Servicer

              
	
                Additional
                  Item:

                Disclosure
                  per Item 1119 of Reg AB

              	
                (i)
                  All parties to the Trust Agreement as to themselves, (ii) the Depositor
                  as
                  to the sponsor, originator, significant obligor, enhancement or
                  support
                  provider and (iii) the Master Servicer, as to any Servicer, to
                  the extent
                  provided by such Servicer

              
	
                Additional
                  Item:

                Disclosure
                  per Item 1112(b) of Reg AB

              	
                Depositor

              
	
                Additional
                  Item:

                Disclosure
                  per Items 1114(b) and 1115(b) of Reg AB

              	
                Depositor

              


      

      



      
        
          
          

        

        
          Q-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q-3

       

      ADDITIONAL
        FORM 8-K DISCLOSURE

       

      
        	
                Item
                  on Form 8-K

              	
                Party
                  Responsible

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

              	
                Any
                  party to the Trust Agreement which is a party to such
                  agreement

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

              	
                Any
                  party to the Trust Agreement which is a party to such
                  agreement

              
	
                Item
                  1.03- Bankruptcy or Receivership

              	
                Depositor

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

              	
                Depositor

              
	
                Item
                  3.03- Material Modification to Rights of Security Holders

              	
                Trustee
                  and Depositor

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

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Trustee

              	
                Master
                  Servicer (as to itself and as to any Servicer, to the extent provided
                  by
                  such Servicer), Trustee (as to itself), Seller

              
	
                Item
                  6.03- Change in Credit Enhancement or External Support

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                Depositor

              
	
                Item
                  8.01

              	
                Depositor

              
	
                Item
                  9.01

              	
                Depositor

              


      

      



      
        
          
          

        

        
          Q-3-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q-4

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

       

      U.S.
        Bank
        National Association,

      as
        Trustee to Lehman XS Trust Mortgage

      Pass-Through
        Certificates, Series 2007-18N

      One
        Federal Street

      3rd
        Floor

      Boston,
        Massachusetts 02110

       

      RE:
        **Additional Form [10-D][10-K][8-K] Disclosure** Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section [ ] of the Trust Agreement, dated as of September
        1,
        2007, by and among Structured Asset Securities Corporation, as Depositor,
        Aurora
        Loan Services LLC, as Master Servicer, and U.S. Bank National Association,
        as
        Trustee, the undersigned, as [ ], hereby notifies you that certain events
        have
        come to our attention that [will] [may] need to be disclosed on Form
        [10-D][10-K][8-K].

       

      Description
        of Additional Form [10-D][10-K][8-K] Disclosure:

       

      


       

      


       

      List
        of any Attachments hereto to be included in the Additional Form
        [10-D][10-K][8-K] Disclosure:

       

      


       

      


       

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

       

      [NAME
        OF
        PARTY],

      as
        [role]

      


      


      By:                         

      Name:
        

      Title:
        


      
        
          
          

        

        
          Q-4-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R

       

      SERVICING
        CRITERIA TO BE ADDRESSED

      IN
        ASSESSMENT OF COMPLIANCE

       

      Key:
        X
        -
        obligation

       

      


       

      


       

      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 September 1,
        2007
        (the “Trust Agreement”), by and among U.S. Bank National Association, (the
“Trustee”), Aurora Loan Services LLC, as master servicer (the “Master
        Servicer”), and Structured Asset Securities Corporation, as depositor (the
“Depositor”).

       

      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

                (including
                  the Trustee if acting as Paying Agent)

              	
                Trustee

              	
                Master
                  Servicer

              


      

      
        	 	
                General Servicing
                   Considerations

              	 	 	 
	
                1122(d)(1)(i)

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

              	 	 	
                X

              
	
                1122(d)(1)(ii)

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

              	
                If
                  applicable for the transaction participant

              	
                If
                  applicable for the transaction participant

              	
                If
                  applicable for the transaction participant

              
	
                1122(d)(1)(iii)

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

              	 	 	 
	
                1122(d)(1)(iv)

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

              	 	 	
                X

              
	 	
                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

              


      

       

      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                


        

      

      
        	
                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

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	
                X

              	 	 
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	
                X

              	 	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 	 	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the
                  Servicer.

              	 	
                X

              	
                X

              


      

       

      
        
          
          

        

        
          R-2

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                


        

      

      
        	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	 	
                X

              	
                X

              
	
                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.

              	 	 	 


      

       

       

      
        
          
          

        

        
          R-3

          
            

          

        

        
          
          

        

         

        
          


          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Paying
                      Agent

                    (including
                      the Trustee if acting as Paying Agent)

                  	
                    Trustee

                  	
                    Master
                      Servicer

                  


          

        

      

      
        	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	 	 	
                X

              
	
                1122(d)(4)(vii)

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

              	 	 	
                X

              
	
                1122(d)(4)(viii)

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

              	 	 	 
	
                1122(d)(4)(ix)

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

              	 	 	 
	
                1122(d)(4)(x)

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

              	 	 	 
	
                1122(d)(4)(xi)

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

              	 	 	 


      

       

      
        
          
          

        

        
          R-4

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Trustee

                	
                  Master
                    Servicer

                


        

      

      
        	
                1122(d)(4)(xii)

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

              	 	 	 
	
                1122(d)(4)(xiii)

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

              	 	 	 
	
                1122(d)(4)(xiv)

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

              	 	 	
                X

              
	
                1122(d)(4)(xv)

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

              	 	
                X

              	 


      

      



      
        
          
          

        

        
          R-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        S

       

      TRANSACTION
        PARTIES

       

      


       

      SPONSOR
        AND SELLER: LEHMAN BROTHERS HOLDINGS INC.

       

      DEPOSITOR:
        STRUCTURED ASSET SECURITIES CORPORATION

       

      TRUSTEE:
        U.S. BANK NATIONAL ASSOCIATION

       

      MASTER
        SERVICER: AURORA LOAN SERVICES LLC

       

      SERVICERS:
        COUNTRYWIDE HOME LOANS SERVICING LP AND AURORA LOAN SERVICES LLC

       

      TRANSFERORS:
        AMERICAN HOME MORTGAGE CORP., COUNTRYWIDE HOME LOANS, INC., GREENPOINT MORTGAGE
        FUNDING, INC. AND LEHMAN BROTHERS BANK, FSB 

       

      CUSTODIANS:
        DEUTSCHE BANK NATIONAL TRUST COMPANY, U.S. BANK NATIONAL ASSOCIATION AND
        LASALLE
        BANK NATIONAL ASSOCIATION

       

      SWAP
        COUNTERPARTY AND CAP PROVIDER: HSBC BANK USA, NATIONAL ASSOCIATION

      


      


       


      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        T

       

      FORM
        OF
        BACK-UP SARBANES-OXLEY CERTIFICATION

       

      [                ]

       

      [                ]

       

      [                ]

       

      Re: Lehman
        XS
        Trust Mortgage Pass-Through Certificates, Series 2007-18N

       

      [_______],
        the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
        the Master Servicer and the Trustee, and each of their officers, directors
        and
        affiliates that:

       

      (1)
        I
        have reviewed [the servicer compliance statement of the Company provided
        in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
        report on assessment of the Company’s compliance with the Servicing Criteria set
        forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
        accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
        servicing reports, officer’s certificates and other information relating to the
        servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
        by the Company to any of the Depositor, the Master Servicer and the Trustee
        pursuant to the Agreement (collectively, the “Company Servicing
        Information”);

       

      (2)
        Based
        on my knowledge, the Company Servicing Information, taken as a whole, does
        not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3)
        Based
        on my knowledge, all of the Company Servicing Information required to be
        provided by the Company under the Agreement has been provided to the Depositor,
        the Master Servicer and the Trustee;

       

      (4)
        I am
        responsible for reviewing the activities performed by [_______] as [_______]
        under the [_______] (the “Agreement”), and based on my knowledge [and the
        compliance review conducted in preparing the Compliance Statement] and except
        as
        disclosed in [the Compliance Statement,] the Servicing Assessment or the
        Attestation Report, the Company has fulfilled its obligations under the
        Agreement in all material respects; and

       

      (5)
        [The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and] [The] [the] Servicing Assessment and Attestation Report required
        to be provided by the Company and [by any Subservicer or Subcontractor] pursuant
        to the Agreement, have been provided to the Depositor, the Master Servicer
        and
        the Trustee. Any material instances of noncompliance described in such reports
        have been disclosed to the Depositor, the Master Servicer and the Trustee.
        Any
        material instance of noncompliance with the Servicing Criteria has been
        disclosed in such reports.

       


      
        
          
          

        

        
          T-1

          
            

          

        

        
          
          

        

      


      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Trust Agreement, dated as of September 1, 2007 (the “Trust Agreement”) by and
        among Structured Asset Securities Corporation, as Depositor, Aurora Loan
        Services LLC, as Master Servicer and U.S. Bank National Association, as Trustee.
        Capitalized terms used but not defined herein shall have the meanings given
        to
        them in the Trust Agreement.

       

      


      [_______]

      as
        [_______]

      


      


      By:

            Name:
        

            Title:
        

            Date:
        

      


       


      
        
          
          

        

        
          T-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        U

      


      FORM
        OF
        BACK-UP SARBANES-OXLEY CERTIFICATION 

      TO
        BE
        PROVIDED BY THE TRUSTEE

      


       

      
        	
                Re:

              	
                Lehman
                  XS Trust, Series 2007-18N (the “Trust”), Mortgage Pass-Through
                  Certificates, Series 2007-18N, issued pursuant to the Trust Agreement,
                  dated as of September 1, 2007, among Structured Asset Securities
                  Corporation, as Depositor, Aurora Loan Services, LLC,
                  as Master Servicer, and U.S. Bank National Association, as
                  Trustee

              


      

       

      The
        Trustee hereby certifies to the Depositor and the Master Servicer, and their
        respective officers, directors and affiliates, and with the knowledge and
        intent
        that they will rely upon this certification, that:

       

      (1) I
        have
        reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
        Report”), and all reports on Form 10-D required to be filed in respect of period
        covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

       

      (2) To
        my
        knowledge, (a) the Reports, taken as a whole, do not contain any untrue
        statement of a material fact or omit to state a material fact necessary to
        make
        the statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by the Annual
        Report, and (b) the Trustee’s assessment of compliance and related attestation
        report referred to below, taken as a whole, do not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make the
        statements made, in light of the circumstances under which such statements
        were
        made, not misleading with respect to the period covered by such assessment
        of
        compliance and attestation report;

       

      (3) To
        my
        knowledge, the distribution information required to be provided by the Trustee
        under the Trust Agreement for inclusion in the Reports is included in the
        Reports;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Trustee under the
        Trust Agreement, and based on my knowledge and the compliance review conducted
        in preparing the assessment of compliance of the Trustee required by the
        Trust
        Agreement, and except as disclosed in the Reports, the Trustee has fulfilled
        its
        obligations under the Trust Agreement in all material respects; and

       

      (5) The
        report on assessment of compliance with servicing criteria applicable to
        the
        Trustee for asset-backed securities of the Trustee and each Subcontractor
        utilized by the Trustee and related attestation report on assessment of
        compliance with servicing criteria applicable to it required to be included
        in
        the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
        Act
        Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
        Any material instances of non-compliance are described in such report and
        have
        been disclosed in the Annual Report.

       


      
        
          
          

        

        
          U-1

          
            

          

        

        
          
          

        

      


      In
        giving
        the certifications above, the Trustee has reasonably relied on information
        provided to it by the following unaffiliated parties: [names of servicer(s),
        master servicer, subservicer(s), depositor, trustee, custodian(s)]

       

      


      Date:      

      


      U.S.
        Bank
        National Association, as Trustee

      


      


                          

      [Signature]

      [Title]

      


      


       


      
        
          
          

        

        
          U-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        V-1

       

      FORM
        OF TRANSFER CERTIFICATE

      FOR
        TRANSFER FROM RESTRICTED GLOBAL SECURITY

      TO
        REGULATION S GLOBAL SECURITY

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

      of
        the Agreement)

       

      Re: Lehman
        XS
        Trust, Series 2007-18N 

      


      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, and U.S. Bank National Association, as Trustee, dated as of September
        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).

      


       

      


       

       

      


       


      
        
          
          

        

        
          V-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:             
                             ,
                   


      
        
          
          

        

        
          V-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        V-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: Lehman
        XS
        Trust, Series 2007-18N 

      


      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, and U.S. Bank National Association, as Trustee, dated as of September
        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:             
                             ,
              

      


       


      
        
          
          

        

        
          V-2-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      


       

      MORTGAGE
        LOAN SCHEDULE

       

      


       

      On
        file
        at the offices of:

       

      Dechert
        LLP

      Cira
        Centre

      2929
        Arch
        Street

      Philadelphia,
        Pennsylvania 19104-2808

      Attn:
        Steven J. Molitor

      Telephone:
        (215) 994-2777

      Telecopier:
        (215) 994-2222

       


      
        
          
          

        

        
          Sch
            A-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

       

      SWAP
        AGREEMENT SCHEDULED NOTIONAL AMOUNTS AND RATES OF PAYMENT

       

      


       

      
        	
                Distribution
                  Date

              	
                Scheduled
                  Notional Amount ($)

              	
                Rate
                  of Payment (%)

              


      

      
        	 	 	 
	
                October
                  25, 2007

              	
                0.00

              	
                0.00

              
	
                November
                  25, 2007

              	
                481,796,962.00

              	
                5.32

              
	
                December
                  25, 2007

              	
                469,006,976.00

              	
                5.38

              
	
                January
                  25, 2008

              	
                456,561,230.00

              	
                4.93

              
	
                February
                  25, 2008

              	
                444,450,341.00

              	
                4.72

              
	
                March
                  25, 2008

              	
                432,665,183.00

              	
                4.54

              
	
                April
                  25, 2008

              	
                421,196,881.00

              	
                4.51

              
	
                May
                  25, 2008

              	
                410,036,805.00

              	
                4.45

              
	
                June
                  25, 2008

              	
                399,176,566.00

              	
                4.39

              
	
                July
                  25, 2008

              	
                388,608,001.00

              	
                4.39

              
	
                August
                  25, 2008

              	
                378,323,174.00

              	
                4.38

              
	
                September
                  25, 2008

              	
                368,314,370.00

              	
                4.36

              
	
                October
                  25, 2008

              	
                358,574,081.00

              	
                4.36

              
	
                November
                  25, 2008

              	
                349,095,011.00

              	
                4.36

              
	
                December
                  25, 2008

              	
                339,870,061.00

              	
                4.36

              
	
                January
                  25, 2009

              	
                330,892,329.00

              	
                4.38

              
	
                February
                  25, 2009

              	
                322,155,102.00

              	
                4.39

              
	
                March
                  25, 2009

              	
                313,651,852.00

              	
                4.41

              
	
                April
                  25, 2009

              	
                305,376,230.00

              	
                4.44

              
	
                May
                  25, 2009

              	
                297,322,060.00

              	
                4.46

              
	
                June
                  25, 2009

              	
                289,483,339.00

              	
                4.49

              
	
                July
                  25, 2009

              	
                281,854,225.00

              	
                4.52

              
	
                August
                  25, 2009

              	
                274,429,039.00

              	
                4.55

              
	
                September
                  25, 2009

              	
                267,201,180.00

              	
                4.57

              
	
                October
                  25, 2009

              	
                260,164,679.00

              	
                4.60

              
	
                November
                  25, 2009

              	
                253,311,851.00

              	
                4.63

              
	
                December
                  25, 2009

              	
                246,642,105.00

              	
                4.65

              
	
                January
                  25, 2010

              	
                240,149,511.00

              	
                4.67

              
	
                February
                  25, 2010

              	
                233,829,591.00

              	
                4.69

              
	
                March
                  25, 2010

              	
                227,677,479.00

              	
                4.71

              
	
                April
                  25, 2010

              	
                221,687,182.00

              	
                4.73

              
	
                May
                  25, 2010

              	
                215,852,014.00

              	
                4.75

              
	
                June
                  25, 2010

              	
                210,159,078.00

              	
                4.78

              
	
                July
                  25, 2010

              	
                204,617,351.00

              	
                4.80

              
	
                August
                  25, 2010

              	
                199,221,498.00

              	
                4.82

              
	
                September
                  25, 2010

              	
                193,963,603.00

              	
                4.84

              
	
                October
                  25, 2010

              	
                176,174,355.00

              	
                4.86

              
	
                November
                  25, 2010

              	
                171,556,993.00

              	
                4.89

              
	
                December
                  25, 2010

              	
                167,058,636.00

              	
                4.92

              


      

      



      
        
          
          

        

        
          Sch
            B-1

          
            

          

        

        
          
          

        

      


      
         

        
          	
                  Distribution
                    Date

                	
                  Scheduled
                    Notional Amount ($)

                	
                  Rate
                    of Payment (%)

                


        

      

      
        	
                January
                  25, 2011

              	
                162,670,967.00

              	
                4.94

              
	
                February
                  25, 2011

              	
                158,397,841.00

              	
                4.97

              
	
                March
                  25, 2011

              	
                154,231,131.00

              	
                4.99

              
	
                April
                  25, 2011

              	
                150,173,997.00

              	
                5.00

              
	
                May
                  25, 2011

              	
                146,223,543.00

              	
                5.02

              
	
                June
                  25, 2011

              	
                142,377,129.00

              	
                5.03

              
	
                July
                  25, 2011

              	
                138,630,249.00

              	
                5.04

              
	
                August
                  25, 2011

              	
                134,980,992.00

              	
                5.05

              
	
                September
                  25, 2011

              	
                131,405,903.00

              	
                5.06

              
	
                October
                  25, 2011

              	
                127,889,826.00

              	
                5.06

              
	
                November
                  25, 2011

              	
                124,427,759.00

              	
                5.08

              
	
                December
                  25, 2011

              	
                121,003,786.00

              	
                5.09

              
	
                January
                  25, 2012

              	
                117,637,833.00

              	
                5.10

              
	
                February
                  25, 2012

              	
                39,551,428.00

              	
                5.11

              
	
                March
                  25, 2012

              	
                38,517,089.00

              	
                5.13

              
	
                April
                  25, 2012

              	
                37,505,788.00

              	
                5.14

              
	
                May
                  25, 2012

              	
                36,471,422.00

              	
                5.15

              
	
                June
                  25, 2012

              	
                35,463,529.00

              	
                5.17

              
	
                July
                  25, 2012

              	
                34,450,550.00

              	
                5.18

              
	
                August
                  25, 2012

              	
                33,456,902.00

              	
                5.19

              
	
                September
                  25, 2012

              	
                32,485,834.00

              	
                5.21

              
	
                October
                  25, 2012 and thereafter

              	
                0.00

              	
                0.00

              


      

      



      
        
          
          

        

        
          Sch
            B-2