EXECUTION

     

     

    

      STRUCTURED
        ASSET SECURITIES CORPORATION, as Depositor,

       

      


      AURORA
        LOAN SERVICES LLC, as Master Servicer,

       

      and

       

      WELLS
        FARGO BANK, N.A.,

       

      as
        Trustee

       

      ___________________________

       

      TRUST
        AGREEMENT

       

      Dated
        as
        of September 1, 2007

      ___________________________

       

      LEHMAN
        MORTGAGE TRUST

      MORTGAGE
        PASS-THROUGH CERTIFICATES

      SERIES
        2007-9

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

      Page

      
        	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                5

              
	 	 
	
                Section
                  1.01. Definitions.

              	
                5

              
	
                Section
                  1.02. Calculations Respecting Mortgage Loans.

              	
                44

              
	 	 
	
                ARTICLE
                  II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

              	
                44

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

              	
                44

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

              	
                48

              
	
                Section
                  2.03. Representations and Warranties of the Depositor.

              	
                50

              
	
                Section
                  2.04. Discovery of Breach.

              	
                52

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

              	
                52

              
	
                Section
                  2.06. Grant Clause.

              	
                54

              
	 	 
	
                ARTICLE
                  III THE CERTIFICATES

              	
                55

              
	 	 
	
                Section
                  3.01. The Certificates.

              	
                55

              
	
                Section
                  3.02. Registration.

              	
                56

              
	
                Section
                  3.03. Transfer and Exchange of Certificates.

              	
                57

              
	
                Section
                  3.04. Cancellation of Certificates.

              	
                63

              
	
                Section
                  3.05. Replacement of Certificates.

              	
                63

              
	
                Section
                  3.06. Persons Deemed Owners.

              	
                64

              
	
                Section
                  3.07. Temporary Certificates.

              	
                64

              
	
                Section
                  3.08. Appointment of Paying Agent.

              	
                64

              
	
                Section
                  3.09. Book-Entry Certificates.

              	
                66

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

              	
                67

              
	 	 
	
                ARTICLE
                  IV ADMINISTRATION OF THE TRUST FUND

              	
                67

              
	 	 
	
                Section
                  4.01. Collection Account.

              	
                67

              
	
                Section
                  4.02. Application of Funds in the Collection Account.

              	
                70

              
	
                Section
                  4.03. Reports to Certificateholders.

              	
                72

              
	
                Section
                  4.04. Certificate Account.

              	
                76

              
	 	 
	
                ARTICLE
                  V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

              	
                77

              
	 	 
	
                Section
                  5.01. Distributions Generally.

              	
                77

              
	
                Section
                  5.02. Distributions from the Certificate Account.

              	
                78

              
	
                Section
                  5.03. Allocation of Realized Losses.

              	
                83

              
	
                Section
                  5.04. Advances by the Master Servicer and the Trustee.

              	
                84

              
	
                Section
                  5.05. Compensating Interest Payments.

              	
                85

              
	 	 
	
                ARTICLE
                  VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

              	
                86

              
	 	 
	
                Section
                  6.01. Duties of Trustee.

              	
                86

              
	
                Section
                  6.02. Certain Matters Affecting the Trustee.

              	
                89

              
	
                Section
                  6.03. Trustee Not Liable for Certificates.

              	
                90

              


      

      



      
        
          
          

        

        
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                Section
                  6.04. Trustee May Own Certificates.

              	
                90

              
	
                Section
                  6.05. Eligibility Requirements for Trustee .

              	
                90

              
	
                Section
                  6.06. Resignation and Removal of Trustee.

              	
                91

              
	
                Section
                  6.07. Successor Trustee.

              	
                92

              
	
                Section
                  6.08. Merger or Consolidation of Trustee.

              	
                93

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

              	
                93

              
	
                Section
                  6.10. Authenticating Agents.

              	
                95

              
	
                Section
                  6.11. Indemnification of Trustee.

              	
                96

              
	
                Section
                  6.12. Fees and Expenses of Trustee and Custodian.

              	
                96

              
	
                Section
                  6.13. Collection of Monies.

              	
                97

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

              	
                97

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

              	
                102

              
	
                Section
                  6.16. Waiver of Defaults.

              	
                102

              
	
                Section
                  6.17. Notification to Holders.

              	
                102

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

              	
                102

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

              	
                103

              
	
                Section
                  6.20. Preparation of Tax Returns and Other Reports.

              	
                103

              
	
                Section
                  6.21. [Reserved]

              	
                111

              
	
                Section
                  6.22. No Merger.

              	
                111

              
	
                Section
                  6.23. Indemnification by the Trustee and Paying Agent.

              	
                111

              
	
                Section
                  6.24. Compliance with Regulation AB.

              	
                111

              
	 	 
	
                ARTICLE
                  VII PURCHASE AND TERMINATION OF THE TRUST FUND

              	
                112

              
	 	 
	
                Section
                  7.01. Termination of Trust Fund Upon Repurchase or Liquidation
                  of All
                  Mortgage Loans.

              	
                112

              
	
                Section
                  7.02. Procedure Upon Termination of Trust Fund.

              	
                114

              
	
                Section
                  7.03. Additional Requirements for any Trust Fund Termination Events
                  or
                  Purchase of the Lower Tier REMIC 1 Uncertificated Regular
                  Interests.

              	
                115

              
	
                Section
                  7.04. Charged-off Loans and Released Mortgage Loans.

              	
                116

              
	 	 
	
                ARTICLE
                  VIII RIGHTS OF CERTIFICATEHOLDERS

              	
                117

              
	 	 
	
                Section
                  8.01. Limitation on Rights of Holders.

              	
                117

              
	
                Section
                  8.02. Access to List of Holders.

              	
                118

              
	
                Section
                  8.03. Acts of Holders of Certificates.

              	
                118

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

              	
                119

              
	 	 
	
                Section
                  9.01. Duties of the Master Servicer.

              	
                119

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

              	
                119

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

              	
                120

              
	
                Section
                  9.04. Power to Act; Procedures.

              	
                120

              
	
                Section
                  9.05. Servicing Agreements Between the Master Servicer and Servicers;
                  Enforcement of Servicers’ Obligations.

              	
                123

              


      

      



      
        
          
          

        

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

              	
                124

              
	
                Section
                  9.07. Termination of Servicing Agreements; Successor
                  Servicers.

              	
                124

              
	
                Section
                  9.08. Master Servicer Liable for Enforcement.

              	
                125

              
	
                Section
                  9.09. No Contractual Relationship Between Servicers and Trustee
                  or
                  Depositor.

              	
                125

              
	
                Section
                  9.10. Assumption of Servicing Agreement by Trustee.

              	
                125

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

              	
                126

              
	
                Section
                  9.12. Release of Mortgage Files.

              	
                126

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

              	
                128

              
	
                Section
                  9.14. Representations and Warranties of the Master
                  Servicer.

              	
                129

              
	
                Section
                  9.15. Closing Certificate and Opinion.

              	
                131

              
	
                Section
                  9.16. Standard Hazard and Flood Insurance Policies.

              	
                131

              
	
                Section
                  9.17. Presentment of Claims and Collection of Proceeds.

              	
                132

              
	
                Section
                  9.18. Maintenance of the Primary Mortgage Insurance
                  Policies.

              	
                132

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

              	
                133

              
	
                Section
                  9.20. Realization Upon Defaulted Mortgage Loans.

              	
                133

              
	
                Section
                  9.21. Compensation to the Master Servicer.

              	
                134

              
	
                Section
                  9.22. REO Property.

              	
                134

              
	
                Section
                  9.23. Notices to the Depositor and the Trustee

              	
                135

              
	
                Section
                  9.24. Reports to the Trustee.

              	
                135

              
	
                Section
                  9.25. Assessment of Compliance and Attestation Reports.

              	
                136

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

              	
                138

              
	
                Section
                  9.27. Merger or Consolidation.

              	
                138

              
	
                Section
                  9.28. Resignation of Master Servicer.

              	
                139

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

              	
                139

              
	
                Section
                  9.30. Limitation on Liability of the Master Servicer and
                  Others.

              	
                139

              
	
                Section
                  9.31. Indemnification; Third-Party Claims.

              	
                140

              
	
                Section
                  9.32. Special Servicing of Delinquent Mortgage Loans.

              	
                141

              
	 	 
	
                ARTICLE
                  X REMIC ADMINISTRATION

              	
                141

              
	 	 
	
                Section
                  10.01. REMIC Administration.

              	
                141

              
	
                Section
                  10.02. Prohibited Transactions and Activities.

              	
                144

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

              	
                144

              
	
                Section
                  10.04. REO Property.

              	
                145

              
	 	 
	
                ARTICLE
                  XI MISCELLANEOUS PROVISIONS

              	
                146

              
	 	 
	
                Section
                  11.01. Binding Nature of Agreement; Assignment.

              	
                146

              
	
                Section
                  11.02. Entire Agreement.

              	
                146

              
	
                Section
                  11.03. Amendment.

              	
                146

              
	
                Section
                  11.04. Voting Rights.

              	
                148

              
	
                Section
                  11.05. Provision of Information.

              	
                148

              
	
                Section
                  11.06. Governing Law.

              	
                148

              
	
                Section
                  11.07. Notices.

              	
                149

              


      

      



      
        
          
          

        

        
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                Section
                  11.08. Severability of Provisions.

              	
                149

              
	
                Section
                  11.09. Indulgences; No Waivers.

              	
                149

              
	
                Section
                  11.10. Headings Not To Affect Interpretation.

              	
                149

              
	
                Section
                  11.11. Benefits of Agreement.

              	
                149

              
	
                Section
                  11.12. Special Notices to the Rating Agencies.

              	
                149

              
	
                Section
                  11.13. Counterparts.

              	
                150

              
	
                Section
                  11.14. Transfer of Servicing.

              	
                150

              
	
                Section
                  11.15. Tax Treatment of the Class P1 and Class P2
                  Certificates.

              	
                152

              


      

      


      Exhibits

      
        	 	 
	
                Exhibit
                  A

              	
                Forms
                  of Certificates

              
	
                Exhibit
                  B-1

              	
                Form
                  of Initial Certification

              
	
                Exhibit
                  B-2

              	
                Form
                  of Interim Certification

              
	
                Exhibit
                  B-3

              	
                Form
                  of Final Certification

              
	
                Exhibit
                  B-4

              	
                Form
                  of Endorsement

              
	
                Exhibit
                  C

              	
                Request
                  for Release of Documents and Receipt

              
	
                Exhibit
                  D-l

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferee)

              
	
                Exhibit
                  D-2

              	
                Form
                  of Residual Certificate Transfer Affidavit (Transferor)

              
	
                Exhibit
                  E

              	
                List
                  of Servicing Agreements

              
	
                Exhibit
                  F

              	
                Form
                  of Rule 144A Transfer Certificate

              
	
                Exhibit
                  G

              	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              
	
                Exhibit
                  H

              	
                Form
                  of ERISA Transfer Affidavit

              
	
                Exhibit
                  I

              	
                Transaction
                  Parties

              
	
                Exhibit
                  J

              	
                [Reserved]

              
	
                Exhibit
                  K

              	
                Custodial
                  Agreements

              
	
                Exhibit
                  L-1

              	
                Additional
                  Form 10-D Disclosure

              
	
                Exhibit
                  L-2

              	
                Additional
                  Form 10-K Disclosure 

              
	
                Exhibit
                  L-3

              	
                Additional
                  Form 8-K Disclosure

              
	
                Exhibit
                  L-4

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  M

              	
                Reserved

              
	
                Exhibit
                  N-1

              	
                Form
                  of Transfer Certificate for Transfer from Restricted Global Security
                  to
                  Regulation S Global Security pursuant to Section
                  3.03(h)(B)

              
	
                Exhibit
                  N-2

              	
                Form
                  of Transfer Certificate for Transfer from Regulation S Global Security
                  to
                  Restricted Global Security pursuant to Section
                  3.03(h)(C)

              
	
                Exhibit
                  O

              	
                Senior
                  Principal Priorities

              
	
                Exhibit
                  P

              	
                Form
                  Certification to be Provided to Depositor and/or Master Servicer
                  by the
                  Trustee

              
	
                Exhibit
                  Q

              	
                Relevant
                  Servicing Criteria to be Addressed in Report on Assessment of
                  Compliance

              
	
                Exhibit
                  R

              	
                Form
                  of Exchange Trust Agreement (including Available Combination
                  Schedule)

              
	
                Exhibit
                  S

              	
                Class
                  Table

              
	
                Exhibit
                  T

              	
                Applicable
                  Fractions Table

              
	
                Exhibit
                  U

              	
                [Reserved]

              
	
                Exhibit
                  V

              	
                Monthly
                  Electronic Data Transmission

              


      

      



      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      


      Mortgage
        Loan Schedules

      


      
        	
                Schedule
                  A

              	
                All
                  Mortgage Loans

              
	
                Schedule
                  B

              	
                [Reserved]

              
	
                Schedule
                  C

              	
                [Reserved]

              
	
                Schedule
                  D

              	
                AX
                  Mortgage Loans

              
	
                Schedule
                  E

              	
                Mortgage
                  Loans with Soft Prepayment Penalties 

              
	
                Schedule
                  F

              	
                Mortgage
                  Loans with Hard Prepayment Penalties


              


      


      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      


      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 WELLS
        FARGO BANK, N.A.,
        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 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 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. The Depositor 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 (excluding the
        Class P1 Distributable Amount and the Class P2 Distributable Amount) be treated
        for federal income tax purposes as comprising three real estate mortgage
        investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II
        and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and
        each Certificate (other than the Exchange and Exchangeable Certificates,
        the
        Class P1, Class P2, Class LT-R and Class R Certificates), represents ownership
        of one or more regular interests in the Upper Tier REMIC for purposes of
        the
        REMIC Provisions. The Class LT-R Certificate represents ownership of the
        sole
        class of residual interest in REMIC I for purposes of the REMIC Provisions.
        The
        Class R Certificate represents ownership of the sole class of residual interest
        in each remaining REMIC for purposes of the REMIC Provisions. 

       

      The
        Upper
        Tier REMIC shall hold as its assets the several Classes of uncertificated
        Lower
        Tier Interests in REMIC II, other than the Class R-2 Interest, and each such
        Lower Tier Interest is hereby designated as a regular interest in REMIC II.
        REMIC II shall hold as its assets the several Classes of uncertificated Lower
        Tier Interests in REMIC I, and each such Lower Tier Interest is hereby
        designated as a regular interest in REMIC I. REMIC I shall hold as its assets
        the property of the Trust Fund other than the Lower Tier Interests in REMIC
        I
        and REMIC II.

       

      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 later (or latest) date provided in the definition of Latest
        Possible Maturity Date.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      REMIC
        I:

       

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

       

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

       

      On
        each
        Distribution Date, the Trustee shall distribute the principal portion of
        the
        Available Distribution Amount among the Lower Tier Interests in REMIC I in
        accordance with the amount of the principal attributable to the Mortgage
        Loan
        corresponding to each such Lower Tier Interests in REMIC I. All losses on
        the
        Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC
        I in
        the same manner that principal distributions are allocated.

       

      On
        each
        Distribution Date, the Trustee shall first pay or charge as an expense of
        REMIC
        I all expenses of the Trust Fund for such Distribution Date.

       

      REMIC
        II

       

      REMIC
        II
        shall hold as assets the REMIC I Regular Interests. REMIC II shall issue
        the
        several classes of uncertificated REMIC II Interests set out below. Each
        such
        REMIC II Interest, other than the Class R-2 Interest, is hereby designated
        as a
        regular interest in REMIC II. The following table specifies the Class
        designation, interest rate, and principal amount for each Class of REMIC
        II
        Interests:

       

      
        	
                REMIC
                  II

                Class

                Designation

              	 	
                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal

                Amount

              	 	
                 

                Corresponding
                  Class of Certificates or Collateral
                  Group

              


      

      
        	
                LTII-1-A1

              	 	
                 

                6.00%

              	 	
                (5)

              	 	
                1-A1

              
	
                LTII-1-A2

              	 	
                6.00%

              	 	
                (5)

              	 	
                1-A2

              
	
                LTII-2-A2

              	 	
                6.50%

              	 	
                (5)

              	 	
                2-A2

              
	
                LTII-2-A3

              	 	
                6.50%

              	 	
                (5)

              	 	
                2-A3

              
	
                LTII-2-A4

              	 	
                7.00%

              	 	
                (5)

              	 	
                2-A4,
                  2-A7

              
	
                LTII-2-A6

              	 	
                0.00%

              	 	
                (5)

              	 	
                2-A6

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  REMIC
                    II

                  Class

                  Designation

                	 	
                  Interest
                    Rate

                	 	
                  Initial
                    Class

                  Principal

                  Amount

                	 	
                   

                  Corresponding
                    Class of Certificates or Collateral
                    Group

                


        

      

      
        	
                LTII-AP

              	 	
                0.00%

              	 	
                (5)

              	 	
                AP

              
	
                LTII-AX

              	 	
                (1)

              	 	
                (1)

              	 	
                AX

              
	
                LTII-1-AR

              	 	
                6.00%

              	 	
                (5)

              	 	
                R

              
	
                LTII-1-GSA

              	 	
                (2)

              	 	
                (6)

              	 	
                Collateral
                  Group 1

              
	
                LTII-1-Pool

              	 	
                (2)

              	 	
                (7)

              	 	
                Collateral
                  Group 1

              
	
                LTII-2-GSA

              	 	
                (3)

              	 	
                (6)

              	 	
                Collateral
                  Group 2

              
	
                LTII-2-Pool

              	 	
                (3)

              	 	
                (7)

              	 	
                Collateral
                  Group 2

              
	
                R-2

              	 	
                (4)

              	 	
                (4)

              	 	
                N/A

              


      

       

        
          

        

      

      
        	 	
                (1)

              	
                The
                  Class LTII-AX Interest does not have a principal balance and is
                  entitled
                  to receive on each Distribution Date a specified portion of the
                  interest
                  payable on the AX Mortgage Loans. Specifically, for each Accrual
                  Period,
                  the Class LTII-AX Interest is entitled to interest accruals on
                  the AX
                  Mortgage Loans at a per annum rate equal to the excess of (i) the
                  weighted
                  average of the Net Mortgage Rates of the AX Mortgage Loans over
                  (ii)
                  6.50%.

              


      

       

      
        	 	
                (2)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for the LTII-1-Pool Interest and the LTII-1-GSA
                  Interest
                  will be a per annum rate equal to the Designated Rate for Collateral
                  Group
                  1.

              


      

       

      
        	 	
                (3)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for the LTII-2-Pool Interest and the LTII-2-GSA
                  Interest
                  will be a per annum rate equal to the Designated Rate for Collateral
                  Group
                  2.

              


      

       

      
        	 	
                (4)

              	
                The
                  Class R-2 Interest does not have a principal balance and does not
                  bear
                  interest.

              


      

       

      
        	 	
                (5)

              	
                The
                  initial principal amount for each of these REMIC II Lower Tier
                  Interests
                  shall be the Initial Class Principal Amount for its Corresponding
                  Class of
                  Certificates in the Upper Tier REMIC (excluding any Interest-Only
                  Certificates).

              


      

       

      
        	 	
                (6)

              	
                Each
                  of these interests shall have an initial principal amount equal
                  to 1% of
                  the Group Subordinate Amount for the related Collateral Group as
                  of the
                  Cut-off Date.

              


      

       

      
        	 	
                (7)

              	
                Each
                  of these interests shall have any initial principal amount equal
                  to 99% of
                  the Group Subordinate Amount for the related Collateral Group as
                  of the
                  Cut-off Date.

              


      

       

       

      On
        each
        Distribution Date, the portion of the Available Distribution Amount
        distributable as interest shall be distributed as interest with respect to
        the
        REMIC II Interests based on the interest rates described above. On each
        Distribution Date, Net Prepayment Shortfalls and Excess Losses sustained
        with
        respect to any Collateral Group are to be allocated among the Classes of
        REMIC
        II Interests related to such Collateral Group based on the relative amounts
        of
        interest otherwise accrued for the related Accrual Period on each such REMIC
        II
        Interest.

       

      On
        each
        Distribution Date, the portion of the Available Distribution Amount
        distributable as principal shall be distributed as principal on REMIC II
        Interests as follows: 

       

      
        	 	
                (1)

              	
                First,
                  to the Class LTII-AP Interest until the balance of such Interest
                  equals
                  that of the Class AP Certificates immediately after the Distribution
                  Date;

              


      

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	 	
                (2)

              	
                Second,
                  from the remaining Available Distribution Amount for Collateral
                  Group 1,
                  to
                  the Class LTII-1-GSA Interest until its principal balance equals
                  one
                  percent of the Group Subordinate Amount for Collateral Group 1
                  after such
                  Distribution Date;

              


      

       

      
        	 	
                (3)

              	
                Third,
                  from the remaining Available Distribution Amount for Collateral
                  Group 2,
                  to
                  the Class LTII-2-GSA Interest until its principal balance equals
                  one
                  percent of the Group Subordinate Amount for Collateral Group 2
                  after such
                  Distribution Date;

              


      

       

      
        	 	
                (4)

              	
                Fourth,
                  from the remaining Available Distribution Amount from each of the
                  Collateral Groups, to the Class LTII-1-GSA and Class LTII-2-GSA
                  Interests,
                  from the remaining Available Distribution Amount for Collateral
                  Group 1
                  and Collateral Group 2, the minimum amount necessary to cause the
                  ratio of
                  the principal balance of each such REMIC II Interest to the principal
                  balance of the other REMIC II Interest to equal the ratio of the
                  Group
                  Subordinate Amount related to such REMIC II Interest to the Group
                  Subordinate Amounts related to the other REMIC II Interest immediately
                  after such Distribution Date;

              


      

       

      
        	 	
                (5)

              	
                Fifth,
                  from the remaining Available Distribution Amount from each of the
                  Collateral Groups, concurrently, as follows -


              


      

       

      
        	 	
                (a)

              	
                To
                  the Class LTII-1-Pool until the sum of (a) its principal balance
                  and (b)
                  the principal balance of the LTII-1-GSA, after taking into account
                  distributions made pursuant to priorities (2) and (4) above, equals
                  the
                  Group Subordinate Amount for Collateral Group 1 immediately after
                  such
                  Distribution Date;

              


      

       

      
        	 	
                (b)

              	
                To
                  the Class LTII-2-Pool until the sum of (a) its principal balance
                  and (b)
                  the principal balance of the LTII-2-GSA, after taking into account
                  distributions made pursuant to priorities (3) and (4) above, equals
                  the
                  Group Subordinate Amount for Collateral Group 2 immediately after
                  such
                  Distribution Date;

              


      

       

      
        	 	
                (6)

              	
                Finally,
                  from the remaining Available Distribution Amount from each of the
                  Collateral Groups to each REMIC II Interest for which there is
                  a
                  Corresponding Class of Certificates (other than the Class LTII-AP
                  Interest) until the principal balance of such REMIC II Interest
                  equals the
                  Class Principal Amount of the Corresponding Class of Certificates
                  immediately after such Distribution
                  Date.

              


      

       

      For
        each
        Distribution Date, Realized Losses, other than Excess Losses, shall be allocated
        among the REMIC II Interests in the same manner that principal is allocated
        among the REMIC II Interests.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      REMIC
        III

       

      Each
        Class of Certificates constituting an interest in the Trust Fund created
        hereunder (other than the Class P1, Class P2, Class LT-R and Class R
        Certificates) is hereby designated (along with each Underlying REMIC
        Certificate) as one or more regular interests in REMIC III. The Class Table
        specifies the Class designation, Certificate Interest Rate, initial Class
        Principal (or Notional) Amount and minimum denomination for (1) each class
        of
        Certificates and (2) for convenience, each Class of Exchange and Exchangeable
        Certificates issued under the Exchange Trust Agreement.

       

      Each
        Class of Underlying REMIC Certificates shall be issued hereunder in
        uncertificated form to the Exchange Trustee, and held in trust pursuant to
        the
        terms of the Exchange Trust Agreement. Classes of Certificates having identical
        characteristics and sharing the same Class designation shall also be issued
        under the Exchange Trust Agreement.

       

      The
        Class
        R Certificate represents ownership of the residual interest in each of REMIC
        II
        and REMIC III and will be issued in a single Certificate representing a 100%
        Percentage Interest in such Class.

       

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

       

      As
        of the
        Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
        of
        $312,489,332.77.

       

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

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01. Definitions.

       

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

       

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

       

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

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      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.

       

      Accretion
        Termination Date:
        None.


       

      Accrual
        Amount:
        None.

       

      Accrual
        Certificate:
        None.

       

      Accrual
        Component:
        None.

       

      Accrual
        Period:
        With
        respect to any Distribution Date and any Class of Certificates or Components
        (other than any LIBOR Certificates and any Class P Component) or Class of
        Lower
        Tier Interests, the calendar month immediately preceding the month in which
        such
        Distribution Date occurs. With respect to any Distribution Date and a Class
        of
        LIBOR Certificates, the period beginning on and including the 25th day of
        the
        month immediately preceding the month in which such Distribution Date occurs
        and
        ending on and including the 24th day of the month in which such Distribution
        Date occurs, assuming a 30 day month. 

       

      Accrued
        Certificate Interest:
        As to
        any interest-bearing Class of Certificates or Components and any
        interest-bearing component and any Distribution Date, the product of (i)
        the
        Certificate Interest Rate for such Class of Certificates divided by 12 and
        (ii)
        the Class Principal Amount (or Class Notional Amount or Component Notional
        Amount) of such Class of Certificates or Components as of the last day of
        the
        related Accrual Period, as reduced by such Class’s or Component’s share of (a)
        the interest portion of any Excess Losses for the related Collateral Group
        for
        such Distribution Date and (b) the interest portion of any Relief Act Reduction
        for the related Collateral Group for such Distribution Date, in each case,
        allocable among the interest-bearing Senior Certificates (and any Class I
        Components) and the related Subordinate Certificates pro
        rata
        based
        (x) in the case of such Senior Certificates and any such Components, on the
        Accrued Certificate Interest otherwise distributable thereto and (y) in the
        case
        of the Subordinate Certificates, on their respective Apportioned Principal
        Balances. 

       

      Interest
        shall accrue on the basis of a 360-day year comprising twelve 30-day
        months.

       

      Act:
        As
        defined in Section 8.03(a).

       

      Additional
        Collateral:
        None.

       

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

       

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

       

      Additional
        Interest Amount:
        None.

       

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

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


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

       

      Adverse
        REMIC Event:
        As
        defined in Section 10.01(f). 

       

      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
        Certificate Insurance Premium:
        None.

       

      Aggregate
        Principal Balance:
        The
        aggregate of the Scheduled Principal Balances for all Mortgage Loans at any
        date
        of determination.

       

      Aggregate
        Subordinate Percentage:
        With
        respect to any Distribution Date, the sum of the Class Principal Amounts
        of the
        Subordinate Certificates immediately prior to such date divided by the Aggregate
        Principal Balances of the Mortgage Loans for the immediately preceding
        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.

       

      AP
        Deferred Amount:
        With
        respect to any Distribution Date through the Credit Support Depletion Date,
        the
        total of all amounts allocable to the Class AP Certificates on such Distribution
        Date in respect of Realized Losses (other than Excess Losses) on the related
        Mortgage Loans and all amounts previously allocated in respect of Realized
        Losses to such Classes of Certificates and not distributed on prior Distribution
        Dates.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      AP
        Principal Distribution Amount:
        For any
        Distribution Date and Collateral Group PO, the sum of the following
        amounts:

       

      (i) the
        related Applicable Fraction of the principal portion of each Scheduled Payment
        (without giving effect to any Debt Service Reduction occurring prior to the
        Bankruptcy Coverage Termination Date) on each Mortgage Loan in such Collateral
        Group due during the related Due Period;

       

      (ii) the
        related Applicable Fraction of each of the following amounts: (1) each Principal
        Prepayment collected on a Mortgage Loan in such Collateral Group during the
        applicable Prepayment Period, (2) each other unscheduled collection, including
        any Subsequent Recovery, Insurance Proceeds and Net Liquidation Proceeds
        (other
        than with respect to any Mortgage Loan in such Collateral Group that was
        finally
        liquidated during the applicable Prepayment Period), representing or allocable
        to recoveries of principal of such Mortgage Loan in such Collateral Group
        received during the applicable Prepayment Period and (3) the principal portion
        of all proceeds of the purchase of any Mortgage Loan in the such Collateral
        Group (or, in the case of a permitted substitution, amounts representing
        a
        principal adjustment) actually received by the Master Servicer with respect
        to
        the applicable Prepayment Period;

       

      (iii) with
        respect to unscheduled recoveries allocable to principal of any Mortgage
        Loan in
        the such Collateral Group that was finally liquidated during the related
        Prepayment Period, the related Applicable Fraction of the related net
        Liquidation Proceeds allocable to principal; and

       

      (iv) any
        amounts described in clauses (i) through (iii) for any previous Distribution
        Date that remain unpaid.

       

      Applicable
        Fractions:
        For
        each Mortgage Loan and the related Collateral Group, such fractions as are
        set
        forth in the Applicable Fraction table attached hereto as Exhibit T;
provided,
        however, notwithstanding any provision herein to the contrary, each Mortgage
        Loan that is modified to reduce its Interest Rate shall be deemed to have
        the
        same Applicable Fraction as was based on the original interest rate of such
        Mortgage Loan.

       

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

       

      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
        Agreement:
        The
        agreement between LBB and the Seller dated as of September 1, 2007, pursuant
        to
        which LBB conveyed the Mortgage Loans to the Seller.

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      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
        the Trustee shall not be responsible for determining whether any such assignment
        is in recordable form.

       

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

       

      Authorized
        Officer:
        Any
        Person who may execute an Officer’s Certificate, as specified in the definition
        thereof, on behalf of the Depositor.

       

      Available
        Distribution Amount:
        As to
        each Collateral Group on any Distribution Date, the sum of the Applicable
        Fractions for each Mortgage Loan contributing to such Collateral Group of
        the
        principal portion of the following amounts with the interest portion thereof
        adjusted to the related Designated Rate, as applicable:

       

      (i) the
        total
        amount of all cash received by the Master Servicer through the Servicer
        Remittance Date applicable to each Servicer and deposited with the Trustee
        by
        the Master Servicer by the Master Servicer Remittance Date for such Distribution
        Date on the Mortgage Loans of such Collateral Group (including proceeds of
        any
        Insurance Policy and any other credit support relating to such Mortgage Loans
        and including any Subsequent Recovery or recoveries through liquidation of
        any
        REO Property), plus all Advances made by the Master Servicer or any Servicer
        (or
        the Trustee in its capacity as successor master servicer) for such Distribution
        Date, any Compensating Interest Payment for such date and Collateral Group
        and
        any amounts paid by any Servicer in respect of Prepayment Interest Shortfalls
        in
        respect of the related Mortgage Loans for such date and any proceeds of any
        purchase of a related Mortgage Loan, but not including:

       

      (A) all
        amounts distributed pursuant to Section 5.02 on prior Distribution
        Dates;

       

      (B) all
        Scheduled Payments of principal and interest collected but due on a date
        subsequent to the Due Period;

       

      (C) all
        Principal Prepayments received or identified by the applicable Servicer after
        the applicable Prepayment Period (together with any interest payments received
        with such prepayments to the extent that they represent the payment of interest
        accrued on the related Mortgage Loans for the period subsequent to the
        applicable Prepayment Period);

       

      (D) any
        other
        unscheduled collection, including Net Liquidation Proceeds and Insurance
        Proceeds, received by the Master Servicer after the applicable Prepayment
        Period;

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      (E) all
        fees
        and amounts due, other than any Prepayment Penalty Amounts (as applicable),
        and
        reimbursable from funds of the Trust Fund to the Master Servicer, the Trustee,
        a
        Custodian or any Servicer pursuant to the terms of this Agreement, a Custodial
        Agreement or the applicable Servicing Agreement; 

       

      (F) any
        Prepayment Interest Excess, to the extent not offset by Prepayment Interest
        Shortfalls; and

       

      (G) such
        portion of each payment in respect of interest representing Retained Interest,
        if any; and

       

      (ii) any
        other
        payment made by the Master Servicer, the Trustee (as successor Master Servicer),
        any Servicer, the Seller, the Depositor, or any other Person with respect
        to
        such Distribution Date (including the Purchase Price with respect to any
        Mortgage Loan purchased by the Seller, the Depositor or any other Person
        and any
        related Substitution Amount) pursuant to this Agreement, a Custodial Agreement
        or a Servicing Agreement.

       

      AX
        Mortgage Loans:
        Each
        Mortgage Loan in the Mortgage Pool with a Net Mortgage Rate greater than
        6.50%,
        as listed on Schedule D hereto. 

       

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

       

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

       

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

       

      Bankruptcy:
        With
        respect 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 United States Bankruptcy Code of 1986, as amended,
        or
        any other similar state laws.

       

      Bankruptcy
        Coverage Termination Date:
        The
        Distribution Date on which the Bankruptcy Loss Limit has been reduced to
        zero
        (or less than zero).

       

      Bankruptcy
        Loss Limit:
        As of
        the Cut-off Date with respect to the Mortgage Loans in the Mortgage Pool,
        initially, $107,133, which amount shall be reduced from time to time by the
        amount of Bankruptcy Losses allocated to the related Certificates. 

       

      Bankruptcy
        Losses:
        With
        respect to the Mortgage Loans in the related Collateral Group, losses that
        are
        incurred as a result of Deficient Valuations and any reduction, in a bankruptcy
        proceeding, of the amount of the Scheduled Payment on a Mortgage Loan other
        than
        as a result of a Deficient Valuation.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Basis
        Risk Reserve Fund:
        None.

      


      Basis
        Risk Shortfall:
        None.

       

      Blanket
        Mortgage:
        The
        mortgage or mortgages encumbering a Cooperative Property.

       

      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, all of the Classes of Certificates listed
        on the Class Table, other than the Class LT-R and Class R Certificates,
        constitute Book-Entry Certificates. 

       

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

       

      Cap
        Agreements:
        None.

       

      Cap
        Certificate:
        None.

       

      Cap
        Counterparty:
        None.

       

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

       

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

       

      Certificate
        Insurance Premium:
        None.

       

      Certificate
        Insurer:
        None.

       

      Certificate
        Insurer Default:
        Not
        applicable.

       

      Certificate
        Interest Rate:
        With
        respect to each Class of Certificates (other than the Class P Certificates
        and
        any Principal-Only Certificates) and any Class I Components, the applicable
        per
        annum rate formula specified or determined as provided in the Class
        Table.

       

      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) and with respect to Certificates other than Book-Entry Certificates,
        the
        Holder.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      Certificate
        Principal Amount:
        With
        respect to any Certificate (other than a Notional Certificate or any Class
        P
        Certificate), at the time of determination, the maximum specified dollar
        amount
        of principal to which the Holder thereof is then entitled hereunder, such
        amount
        being equal to the initial principal amount set forth on the face of such
        Certificate (1) less the amount of all principal distributions previously
        made with respect to such Certificate, all Realized Losses allocated to such
        Certificate, and, in the case of a Subordinate Certificate, any Subordinate
        Certificate Writedown Amount allocated to such Certificate and (2) as increased,
        in the case of any Accrual Certificate, by such Certificate’s Percentage
        Interest of any Accrual Amount allocated thereto; provided,
        however,
        that on
        any Distribution Date on which a Subsequent Recovery is distributed, the
        Certificate Principal Amount of any Class of Certificates then outstanding
        for
        which any Realized Loss or any Subordinate Certificate Writedown Amount has
        been
        applied 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 (i) the amount the Class
        of
        Certificates has been reduced by any Realized Losses or any Subordinate
        Certificate Writedown Amount which have not been previously increased by
        any
        Subsequent Recovery and (ii) the total amount of any Subsequent Recovery
        distributed on such date to Certificateholders after application (for this
        purpose) to the more senior Classes of Certificates. For purposes of Article
        V
        hereof, unless specifically provided to the contrary, Certificate Principal
        Amounts shall be determined as of the close of business of the immediately
        preceding Distribution Date, after giving effect to all distributions made
        on
        such date. Notional Certificates and Class P 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(e)(iv).

       

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

       

      Charged-off
        Loan:
        As of
        any date of determination, any Mortgage Loan other than a Covered Mortgage
        Loan
        that was delinquent in payment for a period of 180 days or more as of the
        last
        calendar day of the month immediately preceding the month in which such date
        of
        determination occurs, without giving effect to any grace period permitted
        by the
        related Mortgage Note; provided,
        however,
        that
        with respect to any such Mortgage Loan, (i) an equity analysis performed
        by the
        related Servicer supports charge-off over foreclosure, (ii) the related
        Mortgaged Property has not become REO Property, (iii) there are no active
        foreclosure or other loss mitigation activities and (iv) nothing has come
        to the
        attention of the related Servicer indicating that any such Mortgage Loan,
        at the
        time of its origination, violated any applicable federal, state or local
        law or
        regulation, including, without limitation, usury, truth-in-lending, consumer
        credit protection and privacy, equal credit opportunity, disclosure or predatory
        and abusive lending laws, applicable to the origination and servicing of
        such
        Mortgage Loan.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      Class:
        All
        Certificates bearing the same class designation, and, in the case of REMIC
        I and
        REMIC II, all Lower Tier Interests bearing the same designation.

       

      Class
        I Components:
        None.

       

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

       

      Class
        Notional Amount:
        With
        respect to each Class of Notional Certificates, as follows:

       

      · With
        respect to any Distribution Date and the Class AX Certificates, the product
        of
        (1) a fraction, the numerator of which is the weighted average of the Net
        Mortgage Rates of the AX Mortgage Loans minus 6.50% and the denominator of
        which
        is 6.00%, and (2) the total Scheduled Principal Balance of the AX Mortgage
        Loans.

       

      · With
        respect to any Distribution Date and the Class 2-A7 Certificates, the Class
        Principal Amount of the Class 2-A4 Certificates immediately preceding such
        Distribution Date. 

       

      Class
        P Certificate:
        Any of
        the Class P1 and Class P2 Certificates.

       

      Class
        P Components:
        None.

       

      Class
        P1 Distributable Amount:
        With
        respect to each Distribution Date, all Prepayment Penalty Amounts received
        during the related Due Period with respect to Mortgage Loans with Soft
        Prepayment Penalties for which the Seller holds the servicing rights, as
        set
        forth on Schedule E.

       

      Class
        P2 Distributable Amount:
        With
        respect to each Distribution Date, all Prepayment Penalty Amounts received
        during the related Due Period with respect to Mortgage Loans with Hard
        Prepayment Penalties for which the Seller holds the servicing rights, as
        set
        forth on Schedule F.

       

      Class
        Percentage:
        With
        respect to each Class of Subordinate Certificates, for each Distribution
        Date,
        the percentage obtained by dividing the Class Principal Amount of such Class
        immediately prior to such Distribution Date by the sum of the aggregate Class
        Principal Amount of all Classes of Senior Certificates and the aggregate
        Class
        Principal Amount of all Classes of Subordinate Certificates of immediately
        prior
        to such date.

       

      Class
        Principal Amount:
        With
        respect to each Class of Certificates other than any Class of Notional
        Certificates and the Class P Certificates, the aggregate of the Certificate
        Principal Amounts of all Certificates of such Class at the date of
        determination. With respect to each Class of Notional Certificates, zero.
        With
        respect to each Class of Lower Tier Interest and any date of determination,
        the
        initial Class Principal Amount, if any, as set forth in the Preliminary
        Statement as reduced by all distributions of principal and all losses previously
        allocated to such Class.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      Class
        R-2 Interest:
        The
        sole residual interest in REMIC II.

       

      Class
        Table:
        The
        table, attached as Exhibit S hereto, setting forth the characteristics of
        each
        Class of Certificates (and the Exchange and Exchangeable Classes).

       

      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.

       

      Collateral
        Group:
        Any of
        Collateral Groups PO, 1 or 2.

       

      Collateral
        Group PO:
        The
        group of Discount Mortgage Loans (or portions thereof) in Subgroup 1-A that
        have
        been stripped to a Net Mortgage Rate of 0.00%.

       

      Collateral
        Group 1:
        The
        group of Mortgage Loans (or portions thereof) in Subgroup 1-A and Subgroup
        1-B
        that have been stripped to a Net Mortgage Rate of 6.00%.

       

      Collateral
        Group 2:
        The
        group of Mortgage Loans (or portions thereof) in Subgroup 1-B and Subgroup
        1-C
        that have been stripped to a Net Mortgage Rate of 6.50%.

       

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

       

      Commission:
        U.S.
        Securities and Exchange Commission.

       

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

       

      Compensating
        Interest Payment:
        With
        respect to any Distribution Date, an amount equal to the aggregate amount
        of any
        Prepayment Interest Shortfalls required to be paid by the Servicers with
        respect
        to such Distribution Date. The Master Servicer shall not be responsible to
        make
        any Compensating Interest Payment.

       

      Component:
        None.

       

      Component
        Certificate:
        None.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      Component
        Interest Rate:
        None.

       

      Component
        Notional Amount:
        None.

       

      Component
        Principal Amount:
        None.

       

      Component
        Writedown Amount:
        Not
        applicable.

       

      Control:
        The
        meaning specified in Section 8-106 of the UCC.

       

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

       

      Converted
        Mortgage Loan:
        None.

       

      Convertible
        Mortgage Loan:
        None.

       

      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:
        With
        respect to the Trustee, the principal corporate trust office at which, at
        any
        particular time, its corporate trust business shall be administered, which
        office at the date hereof is located at (a) for purposes of presentment,
        exchange and surrender of the Certificates, Wells Fargo Bank, N.A., Sixth
        Street
        and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate
        Trust,
        LMT 2007-9 and (b) for all other purposes, Wells Fargo Bank, N.A., 9062 Old
        Annapolis Road, Columbia, Maryland 21045, Attention: Client Services Manager,
        LMT 2007-9. 

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      Corresponding
        Class:
        With
        respect to any class of REMIC II Interests, the Class of Certificates so
        designated in the Preliminary Statement hereto. With respect to any Class
        of
        Certificates, the class or classes of Lower Tier Interests so designated
        in the
        Preliminary Statement hereto.

       

      Covered
        Mortgage Loan:
        Any
        mortgage loan that is covered by a Primary Mortgage Insurance
        Policy.

       

      Credit
        Score:
        With
        respect to any Mortgage Loan, a numerical assessment of default risk with
        respect to the Mortgagor under such Mortgage Loan, determined on the basis
        of a
        methodology developed by Fair, Isaac & Co., Inc.

       

      Credit
        Support Depletion Date:
        With
        respect to the Mortgage Pool, the Distribution Date on which, giving effect
        to
        all distributions on such date, the aggregate Certificate Principal Amount
        of
        the Subordinate Certificates is reduced to zero. 

       

      Credit
        Support Percentage:
        As to
        any Class of Subordinate Certificates and any Distribution Date, the sum
        of the
        Class Percentages of all related Classes of Certificates that rank lower
        in
        priority than such Class (without giving effect to distributions on such
        Distribution Date).

       

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

       

      Custodian:
        Each
        custodian appointed by the Trustee pursuant to the Custodial Agreement, and
        any
        successor thereto. The initial custodians shall be Wells Fargo Bank, N.A.,
        U.S.
        Bank National Association and LaSalle Bank, National Association.

       

      Cut-off
        Date:
        September 1, 2007.

       

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

       

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

       

      Deceased
        Holder:
        Not
        applicable.

       

      Deferred
        Interest:
        Not
        applicable.

       

      Deficiency
        Amount:
        Not
        applicable.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      Designated
        Agreement:
        Not
        applicable.

       

      Designated
        Mortgage Loan:
        Not
        applicable.

       

      Designated
        Rate:
        For
        Collateral Group 1, 6.00%. For Collateral Group 2, 6.50%. For Collateral
        Group
        PO, 0.00%.

       

      Determination
        Date:
        With
        respect to each Distribution Date and any Servicer, as specified in the
        applicable Servicing Agreement.

       

      Discount
        Mortgage Loan:
        With
        respect to the Mortgage Pool, any Mortgage Loan with a Net Mortgage Rate
        of less
        than 6.00%. 

       

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

       

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

       

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

       

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

       

      Document
        Transfer Event:
        Not
        applicable.

       

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

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      Due
        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.

       

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

       

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

       

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

       

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

       

      (iii) repurchase
        agreements collateralized by Direct Obligations or securities guaranteed
        by
        GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities
        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 ratings of each Rating Agency; provided,
        however,
        that
        securities issued by any particular corporation will not be Eligible Investments
        to the extent that investment therein will cause the then outstanding principal
        amount of securities issued by such corporation and held as part of the Trust
        Fund to exceed 20% of the sum of the Aggregate Principal 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;

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      (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 ratings;

       

      (vi) a
        Qualified GIC;

       

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

       

      (viii) any
        other
        demand, money market fund, common trust fund or time deposit or obligation,
        or
        interest-bearing or other security or investment (including those managed
        or
        advised by the Trustee or any Affiliate thereof), (A) rated in the highest
        rating category by each Rating Agency rating such investment or (B) that
        would
        not adversely affect the then current rating by any Rating Agency of any
        of the
        Certificates. Such investments in this subsection (viii) may include money
        market mutual funds or common trust funds, including any other fund for
        which Wells
        Fargo Bank, N.A. (in
        its commercial capacity), the 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) Wells Fargo Bank, N.A. (in its commercial capacity),
        the
        Trustee,
        the Master Servicer or an affiliate thereof charges and collects fees and
        expenses from such funds for services rendered, (y) Wells Fargo Bank, N.A.
        (in
        its commercial capacity), the
        Trustee,
        the
        Master Servicer or an affiliate thereof charges and collects fees and expenses
        for services rendered pursuant to this Agreement, and (z) services performed
        for
        such funds and pursuant to this Agreement may converge at any time. The
        Trustee or
        an
        affiliate thereof is specifically 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, provided
        that any
        such investment will be a “permitted investment” within the meaning of Section
        860G(a)(5) of the Code.

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      Employee
        Discount Rate:
        Not
        applicable.

       

      Employee
        Mortgage Loan:
        None.

       

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

       

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

       

      ERISA-Restricted
        Certificate:
        Any (1)
        Class B4, Class B5, Class B6, Class P1, Class P2 or Class LT-R Certificate,
        (2)
        until it has been subject to an ERISA-Qualifying Underwriting, any Retained
        Certificate or (3) any Certificate with a rating below the lowest applicable
        rating permitted under the Underwriter’s Exemption.

       

      ERISA-Restricted
        Trust Certificate:
        None.

       

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

       

      Euroclear:
        JPMorgan Chase Bank, Brussels office, as operator of the Euroclear
        System.

       

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

       

      Excess
        Loss:
        Any
        Bankruptcy Loss, or portion thereof, in excess of the then-applicable Bankruptcy
        Loss Limit, any Fraud Loss, or portion thereof, in excess of the then-applicable
        Fraud Loss Limit, and any Special Hazard Loss, or portion thereof, in excess
        of
        the then-applicable Special Hazard Loss Limit.

       

      Exchange
        Act:
        The
        Securities and 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.

       

      Exchange
        Trustee:
        Wells
        Fargo Bank, N.A., in its capacity as trustee under the Exchange Trust
        Agreement.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


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

       

      FHLMC
        or Freddie Mac:
        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.

       

      Final
        Scheduled Distribution Date:
        With
        respect to all Collateral Groups, the Distribution Date in October 2037.
        

       

      Financial
        Asset:
        The
        meaning specified in Section 8-102(a)(9) of the UCC.

       

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

       

      Fitch:
        Fitch
        Ratings or any successor in interest.

       

      FNMA
        or Fannie Mae:
        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.

       

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

       

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

       

      Fraud
        Loss:
        Any
        Realized Loss on a Liquidated Mortgage Loan sustained by reason of a default
        arising from fraud, dishonesty or misrepresentation in connection with such
        Liquidated Mortgage Loan, as reported by a Servicer to the Master
        Servicer.

       

      Fraud
        Loss Limit:
        As of
        the Cut-off Date with respect to the Mortgage Loans in the Mortgage Pool,
        initially, $3,124,893. In addition, on each anniversary of the Cut-off Date,
        the
        Fraud Loss Limit will be reduced as follows: (a) on the first and second
        anniversaries of the Cut-off Date, to an amount equal to the lesser of (1) such
        Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and
        (2)
        1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans,
        as of
        the most recent anniversary of the Cut-off Date, and (b) on the third through
        fifth anniversaries of the Cut-off Date, to an amount equal to the lesser
        of (1)
        such Fraud Loss Limit as of the most recent anniversary of the Cut-off Date
        and
        (2) 0.50% of the aggregate Scheduled Principal Balance of the Mortgage Loans,
        as
        of the most recent anniversary of the Cut-off Date and thereafter, to zero.
        

       

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

       

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

       

      Group
        Subordinate Amount:
        With
        respect to any Collateral Group (other than Collateral Group PO) and any
        Distribution Date, the excess of the Non-AP Pool Balance for the immediately
        preceding Distribution Date for that Collateral Group over the sum of the
        Certificate Principal Amounts of the related Non-AP Senior Certificates
        immediately prior to that Distribution Date.

       


      
        
          
          

        

        
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      Hard
        Prepayment Penalties:
        Any
        Prepayment Penalty Amounts received in connection with any voluntary prepayments
        in full, and certain voluntary prepayments in part, regardless of whether
        such
        prepayments are made concurrently with the sale of the related mortgaged
        property and as identified in Schedule F hereto.

       

      Holder
        or Certificateholder:
        The
        registered owner of any Certificate as recorded on the books of the Certificate
        Registrar except that, solely for the purposes of taking any action or giving
        any consent pursuant to this Agreement, any Certificate registered in the
        name
        of the Depositor, the Trustee, the Master Servicer, any Servicer, any Cap
        Counterparty or any Affiliate thereof shall be deemed not to be outstanding
        in
        determining whether the requisite percentage necessary to effect any such
        consent has been obtained, except that, in determining whether the
        Trustee
        shall be protected in relying upon any such consent, only Certificates which
        a
        Responsible Officer of the
        Trustee
        knows to be so owned shall be disregarded. The Trustee may request and
        conclusively rely on certifications by the Depositor, the Master Servicer
        and
        any Servicer in determining whether any Certificates are registered to an
        Affiliate of the Depositor, the Master Servicer, any Cap Counterparty or
        any
        Servicer. After a Section 7.01(c) Purchase Event other than in Sections 5.02(a)
        through (h) and 11.03(a) and (b) herein, and, except in the case of the Class
        LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.09 and 5.07(c)
        and
        (f) herein, all references in this Agreement to “Holder” or “Certificateholder”
shall be deemed to be references to the LTURI-holder, as recorded on the
        books
        of the Certificate Registrar, as holder of the Lower Tier REMIC 1 Uncertificated
        Regular Interests.

       

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

       

      Independent:
        When
        used with respect to any Accountants, a Person who is “independent” within the
        meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
        respect to any other Person, a Person who (a) is in fact independent of another
        specified Person and any Affiliate of such other Person, (b) does not have
        any
        material direct financial interest in such other Person or any Affiliate
        of such
        other Person, 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.

       

      Individual
        Redemption Certificate:
        Not
        applicable.

       

      Initial
        LIBOR Rate:
        5.13625%.

       

      Initial
        Optional Termination Date:
        As
        defined in Section 7.01(b).

       

      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.

       


      
        
          
          

        

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

       

      Interest
        Distribution Amount:
        Not
        applicable.

       

      Interest
        Shortfall:
        With
        respect to any Class of Certificates (including any interest-bearing Component
        thereof but excluding the Principal-Only Certificates) and any Distribution
        Date, any Accrued Certificate Interest not distributed (or added to principal)
        with respect to any previous Distribution Date, other than due to any Net
        Prepayment Interest Shortfalls.

       

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

       

      Latest
        Possible Maturity Date:
        With
        respect to the Collateral Groups, the Distribution Date in October
        2040.

       

      LBB:
        Lehman
        Brothers Bank, FSB.

       

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

       

      LIBOR:
        (a)
        With respect to the first Accrual Period, the Initial LIBOR Rate. With respect
        to each subsequent Accrual Period, a per annum rate determined on the LIBOR
        Determination Date in the following manner by the Trustee on the basis of
        the
“Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
        for one-month United States dollar deposits, (1) as such rates appear on
        the
        Reuters screen “LIBOR01,” as of 11:00 a.m. (London time) on such LIBOR
        Determination Date or (2) if such rate does not appear on the Reuters screen
        “LIBOR01” as of 11:00 a.m. (London time), the Trustee will obtain such rate from
        the Bloomberg L.P. page “US0001M.”

       

      (b) If
        any
        such rate is not published for such LIBOR Determination Date, LIBOR for such
        date will be the most recently published Interest Settlement Rate as it appears
        on Reuters screen “LIBOR01.” 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, 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
        Certificate whose Certificate Interest Rate adjusts on the basis of
        LIBOR.

       

      LIBOR
        Component:
        None.

       

      LIBOR
        Determination Date:
        For any
        LIBOR Certificate, the second LIBOR Business Day immediately preceding the
        commencement of each Accrual Period other than the first Accrual
        Period.

       

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

       

      Liquidation
        Expenses:
        Expenses that are incurred by the Master Servicer or a Servicer in connection
        with the liquidation of any defaulted Mortgage Loan and are not recoverable
        under the applicable Primary Mortgage Insurance Policy, including, without
        limitation, foreclosure and rehabilitation expenses, legal expenses and
        unreimbursed amounts 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 or otherwise, or the sale of the related Mortgaged Property
        if
        the Mortgaged Property is acquired in satisfaction of the Mortgage Loan,
        including any amounts remaining in the related Escrow Account, together with
        an
        net proceeds received on a monthly basis with respect to any properties acquired
        on behalf of the Holders by foreclosure or deed in lieu of
        foreclosure.

       

      Living
        Holder:
        Not
        applicable.

       

      Loan-to-Value
        Ratio:
        With
        respect to any Mortgage Loan and any date of determination, the ratio, expressed
        as a percentage, of (a) of the principal balance of such Mortgage Loan on
        such
        date, over (b) the Original Value thereof.

       

      London
        Business Day:
        Any day
        on which banks are open for dealing in foreign currency and exchange in London,
        England and New York City.

       

      Lower
        Tier Interest:
        Any one
        of the interests in a Lower Tier REMIC, as described in the Preliminary
        Statement.

       

      Lower
        Tier REMIC:
        REMIC I
        or REMIC II, as described in the Preliminary Statement.

       

      Lower
        Tier REMIC I Uncertificated Regular Interests:
        Lower
        Tier Interests of REMIC I constituting regular interests held in uncertificated
        form. 

       

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

       


      
        
          
          

        

        
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      Maintenance:
        With
        respect to any Cooperative Unit, the rent or fee paid by the Mortgagor to
        the
        Cooperative Corporation pursuant to the Proprietary Lease.

       

      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.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      Mortgage
        Loan:
        A
        Mortgage and the related notes or other evidences of indebtedness secured
        by
        each such Mortgage or a manufactured housing contract 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
        agreement dated as of September 1, 2007, for the sale of the Mortgage Loans
        by
        LBH 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 Mortgage Pool,
        Collateral Group or Groups to which such Mortgage Loan has been assigned,
        (viii)
        the Servicer of such Mortgage Loan, (ix) the term and method of calculation
        of Prepayment Penalty Amounts collected in respect of the Mortgage Loans,
        (x) whether such Mortgage Loan is an Employee Mortgage Loan, (xi) the
        initial Custodian for such Mortgage Loan, and (xii) whether such Mortgage
        Loan
        is a Simple Interest Mortgage Loan. The Depositor shall be responsible for
        providing the Trustee and the Master Servicer with all amendments to the
        Mortgage Loan Schedule.

       


      
        
          
          

        

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

       

      Mortgage
        Pool:
        The
        pool of Mortgage Loans.

       

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

       

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

       

      Mortgagor:
        The
        obligor on a Mortgage Note.

       

      Negative
        Amortization Certificate:
        None.

       

      Net
        Liquidation Proceeds:
        With
        respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds
        net of
        unreimbursed expenses incurred in connection with liquidation or foreclosure
        and
        unreimbursed Advances, Servicing Advances, Servicing Fees and Retained Interest,
        if any, received and retained in connection with the liquidation of such
        Mortgage Loan.

       

      Net
        Mortgage Rate or NMR:
        With
        respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum
        of
        the applicable Servicing Fee Rate, the applicable Retained Interest Rate,
        if
        any, and, if applicable and specified on the Mortgage Loan Schedule, the
        premium
        rate on any lender-provided mortgage insurance. The Net Mortgage Rate of
        any
        Employee Mortgage Loan shall be calculated without regard to any increase
        in the
        Mortgage Rate thereof as a result of the related Mortgagor ceasing to be
        an
        employee of the Underwriter or any of its affiliates.

       

      Net
        Prepayment Interest Shortfall:
        With
        respect to each Collateral Group and any Distribution Date, the excess, if
        any,
        of any Prepayment Interest Shortfalls with respect to the Mortgage Loans
        for
        such date over the sum of any amounts paid by the Servicers with respect
        to such
        shortfalls and any amount that is required to be paid by the Master Servicer
        in
        respect of such shortfalls pursuant to this Agreement.

       


      
        
          
          

        

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

       

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

       

      Non-AP
        Pool Balance:
        For any
        Collateral Group (other than Collateral Group PO) and any Distribution Date,
        the
        sum of the related Applicable Fractions of the Scheduled Principal Balance
        of
        each Mortgage Loan included in such Collateral Group for that Distribution
        Date.


       

      Non-AP
        Senior Certificate:
        Any
        Senior Certificate other than a Notional Certificate and the Class AP
        Certificates.

       

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

       

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

       

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

       

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

       

      Notice
        of Nonpayment:
        Not
        applicable.

       


      
        
          
          

        

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

       

      Notional
        Certificate:
        Any
        Class of Certificates issued with a Class Notional Amount (or Component issued
        with a Component Notional Amount), as identified in the Class
        Table.

       

      Notional
        Principal Contract Value:
        None.

       

      Offering
        Document:
        Each
        private placement memorandum relating to the Privately Offered Certificates,
        or
        the Prospectus.

       

      Offered
        Certificates:
        The
        Certificates other than the Privately Offered Certificates and the Class
        LT-R
        Certificates.

       

      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 or the Depositor, as applicable, and who may be in-house or outside
        counsel to the Depositor, the Master Servicer, the
        Trustee
        or a 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 ERISA, or the taxation, or the
        federal income tax status, of each REMIC. For purpose of Section 2.01(c)(i),
        the
        Opinion of Counsel referred to therein may take the form of a memorandum
        of law
        or other acceptable assurance.

       

      Original
        Credit Support Percentage:
        With
        respect to each Class of Subordinate Certificates, the sum of the Class
        Percentages of all related Classes of Certificates that rank lower in priority
        than such Class on the Closing Date.

       

      Original
        Group Subordinate Amount:
        With
        respect to the Mortgage Pool, the Group Subordinate Amount as of the Cut-off
        Date for the related Collateral Group or Collateral Groups as of the Cut-off
        Date.

       

      Original
        Value:
        With
        respect to any Mortgage Loan, 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.

       

      Originator:
        The
        entity that originated a Mortgage Loan.

       

      PAC
        Certificate:
        None.

       

      PAC
        Principal Amount:
        None.

       


      
        
          
          

        

        
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      PAC
        Principal Amount Schedule:
        None.

       

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

       

      Percentage
        Interest:
        With
        respect to any Certificate and the related Class, such Certificate’s 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 a Notional Certificate, the Percentage
        Interest evidenced thereby shall equal the initial Certificate Principal
        Amount
        (or Component Notional Amount) thereof divided by the initial Class Principal
        Amount (or Component Notional Amount) of all Certificates of the same Class.
        With respect to any Notional Certificate, the Percentage Interest evidenced
        thereby shall equal the initial Class Notional Amount divided by the initial
        Class Notional Amount of all Certificates of the same Class. With respect
        to the
        Class R and Class LT-R Certificates, the Percentage Interest evidenced thereby
        shall be as specified on the face thereof, or otherwise be equal to
        100%.

       

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

       

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

       

      Placement
        Agent:
        Lehman
        Brothers Inc.

       

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

       

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

       

      Preference
        Amount:
        Not
        applicable.

       

      Prepayment
        Interest Excess:
        With
        respect to any Distribution Date and any Principal Prepayment, the excess,
        if
        any, of the amount of interest received on such Mortgage Loan in connection
        with
        such Principal Prepayment over one full month’s interest thereon at the
        applicable Net Mortgage Rate.

       

      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 Mortgage Rate (after
        giving effect to any applicable Relief Act Reduction), as reduced by the
        applicable Servicing Fee Rate, the Master Servicing Fee Rate and the applicable
        Retained Interest Rate, if any, 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
        Penalty Amounts:
        With
        respect to any Distribution Date, all premiums or charges paid by obligors
        due
        to principal prepayments.

       

      Prepayment
        Period:
        With
        respect to any Distribution Date the period specified as such in the related
        Servicing Agreement.

       

      Primary
        Mortgage Insurance Policy:
        Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as
        evidenced by a policy or certificate.

       

      Principal-Only
        Certificates:
        The
        Class AP and Class 2-A6 Certificates.

       

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

       

      Privately
        Offered Certificates:
        The
        Class P1, Class P2, Class B4, Class B5 and Class B6 Certificates.

       

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

       

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

       

      Prospectus:
        The
        prospectus supplement dated September 26, 2007, together with the accompanying
        prospectus dated August 16, 2007, relating to the Offered
        Certificates.

       

      Purchase
        Price:
        With
        respect to the repurchase of a Mortgage Loan 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 Mortgage Rate, from the
        date
        as to which interest was last paid to (but not including) the Due Date
        immediately preceding the related Distribution Date, (c)
        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 (d) any unreimbursed Servicing
        Advances with respect to such Mortgage Loan. The Master Servicer or the
        applicable Servicer (or the Trustee, if applicable) shall be reimbursed from
        the
        Purchase Price for any Mortgage Loan or related REO Property for any Advances
        made with respect to such Mortgage Loan that are reimbursable to the Master
        Servicer, such Servicer or the Trustee under this Agreement or the related
        Servicing Agreement, as well as any unreimbursed Servicing Advances and accrued
        and unpaid Master Servicing Fees or Servicing Fees, as applicable.

       

      QIB:
        As
        defined in Section 3.03(c).

       

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

       


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


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

       

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

       

      (c) provide
        that if at any time the then current credit standing of the obligor under
        such
        guaranteed investment contract is such that continued investment pursuant
        to
        such contract of funds would result in a downgrading of any rating of the
        Certificates, 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;

       

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

       

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

       

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

       

      Qualifying
        Substitute Mortgage Loan:
        In the
        case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage
        Loan
        that, on the date of substitution, (i) has a Scheduled Principal Balance
        (together with that of any other mortgage loan substituted for the same Deleted
        Mortgage Loan) as of the Due Date in the month in which such substitution
        occurs
        not in excess of the Scheduled Principal Balance of the related Deleted Mortgage
        Loan; provided,
        however,
        that,
        to the extent that the Scheduled Principal Balance of such Mortgage Loan
        is less
        than the Scheduled Principal Balance of the related Deleted Mortgage Loan,
        then
        a Substitution Amount shall be paid by the party effecting such substitution
        to
        the Trustee for deposit into the Certificate Account, and shall be treated
        as a
        Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not lower than
        the
        Net Mortgage Rate of the related Deleted Mortgage Loan and a Net Mortgage
        Rate
        within the Net Mortgage Rate parameters of the related Subgroup; (iii) has
        a
        remaining stated term to maturity not more than eighteen months longer than,
        and
        not more than eighteen months shorter than, the remaining term to stated
        maturity of the related Deleted Mortgage Loan; provided,
        however,
        in no
        case shall such substitute Mortgage Loan have a remaining stated term to
        maturity later than the Final Scheduled Distribution Date; (iv) (A) has a
        Loan-to-Value Ratio as of the date of such substitution of not greater than
        80%;
provided,
        however,
        that if
        the related Deleted Mortgage Loan has a Loan-to-Value Ratio of greater than
        80%
        as of the date of substitution, then the Loan-to-Value Ratio of such substitute
        Mortgage Loan may be greater than 80% but shall not be greater than the
        Loan-to-Value Ratio of the related Deleted Mortgage Loan and (B) the addition
        of
        such substitute Mortgage Loan does not increase the weighted average
        Loan-to-Value Ratio, as of the date of substitution of the Mortgage Pool
        by more
        than 5%; (v) will comply with all of the representations and warranties relating
        to Mortgage Loans set forth herein, as of the date as of which such substitution
        occurs; (vi) is not a Cooperative Loan unless the related Deleted Mortgage
        Loan
        was a Cooperative Loan; (vii) if applicable, has the same index as and a
        margin
        not less than that of the related Deleted Mortgage Loan; (viii) has not been
        delinquent for a period of more than 30 days more than once in the twelve
        months
        immediately preceding such date of substitution; (ix) is covered by a Primary
        Mortgage Insurance Policy if the related Deleted Mortgage Loan is so covered,
        and the Loan-to-Value Ratio of such Mortgage Loan is greater than 80%; and
        (x)
        has a Credit Score not greater than 20 points lower than the Credit Score
        of the
        related Deleted Mortgage Loan; provided,
        however,
        that if
        the Deleted Mortgage Loan does not have a Credit Score, then such substitute
        Mortgage Loan shall have a Credit Score equal to or greater than 700. In
        the
        event that either one mortgage loan is substituted for more than one Deleted
        Mortgage Loan or more than one mortgage loan is substituted for one or more
        Deleted Mortgage Loans, then (a) the Scheduled Principal Balance referred
        to in
        clause (i) above shall be determined such that the aggregate Scheduled Principal
        Balance of all such substitute Mortgage Loans shall not exceed the aggregate
        Scheduled Principal Balance of all Deleted Mortgage Loans and (b) each of
        (1)
        the rate referred to in clause (ii) above, (2) the remaining term to stated
        maturity referred to in clause (iii) above, (3) the Loan-to-Value Ratio referred
        to in clause (iv) above and (4) the Credit Score referred to in clause (x)
        above
        shall be determined on a weighted average basis, provided
        that the
        final scheduled maturity date of any Qualifying Substitute Mortgage Loan
        shall
        not exceed the Final Scheduled Distribution Date of any Class of Certificates.
        Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted
        Mortgage Loan pursuant to this Agreement, the party effecting such substitution
        shall certify such qualification in writing to the Trustee. Notwithstanding
        any
        provision herein to the contrary, a Qualifying Substitute Mortgage Loan shall
        be
        deemed to have the same Applicable Fraction as that of the Deleted Mortgage
        Loan
        for which it was substituted.

       


      
        
          
          

        

        
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      Rating
        Agency:
        Each of
        Fitch and S&P.

       

      Realized
        Loss:
        (a)
        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, plus
        (ii) interest at the applicable Net Mortgage Rate from the date as to which
        interest was last paid up to the last day of the month of such liquidation,
        minus (iii) Liquidation Proceeds received, net of amounts that are reimbursable
        to the Master Servicer or the applicable Servicer with respect to such Mortgage
        Loan (other than Advances of principal and interest) including expenses of
        liquidation, and (b) with respect to each Mortgage Loan that has become the
        subject of a Deficient Valuation, the difference between the unpaid principal
        balance of such Mortgage Loan immediately prior to such Deficient Valuation
        and
        the unpaid principal balance of such Mortgage Loan as reduced by the Deficient
        Valuation. In determining whether a Realized Loss on a Liquidated Mortgage
        Loan
        is a Realized Loss of interest or principal, Liquidation Proceeds shall be
        allocated, first, to payment of expenses related to such Liquidated Mortgage
        Loan (including payment of any Retained Interest), then to accrued unpaid
        interest and finally to reduce the principal balance of the Mortgage
        Loan.

       


      
        
          
          

        

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

       

      Record
        Date:
        With
        respect to any Distribution Date and each Class of Certificates (other than
        the
        LIBOR Certificates and the Class 2-A6 Certificates), the close of business
        on
        the last Business Day of the month immediately preceding the month in which
        such
        Distribution Date occurs; and with respect to any Distribution Date and the
        LIBOR Certificates and the Class 2-A6 Certificates, the Business Day immediately
        preceding the related Distribution Date.

       

      Redemption
        Certificate:
        None.

       

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

       

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

       

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

       

      Reimbursement
        Amount:
        Not
        applicable.

       

      Released
        Mortgage Loan:
        As of
        any transfer date as set forth in the related Servicing Agreement, any Mortgage
        Loan other than a Covered Mortgage Loan that was delinquent in payment for
        a
        period of time equal to the later to occur of (i) 210 days or more or (ii)
        30
        days or more after such Mortgage Loan became a Charged-off Loan, in each
        case as
        of the last calendar day of the month immediately proceeding the month in
        which
        such transfer date occurs, without giving effect to any grace period permitted
        by the related Mortgage Note, and for which foreclosure proceedings have
        not
        been initiated.

       

      Released
        Mortgage Transferee:
        The
        Master Servicer.

       

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

       


      
        
          
          

        

        
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      Relevant
        UCC:
        The
        Uniform Commercial Code as in effect in the applicable
        jurisdiction.

       

      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
        Servicemembers Civil Relief Act, as amended, or any similar state law or
        local
        statute, any amount by which interest collectible on such Mortgage Loan for
        the
        Due Date in the related Due 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
        REMIC I, REMIC II and REMIC III, as described in the Preliminary Statement
        hereto.

       

      REMIC
        Provisions:
        The
        provisions of the federal income tax law relating to real estate mortgage
        investment conduits, which appear at sections 860A through 86OG 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.

       

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

       

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

       

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

       

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

       

      Responsible
        Officer or responsible officer:
        When
        used with respect to the Trustee, any Vice President, Assistant Vice President,
        the Secretary, any assistant secretary, any Trust Officer, the Treasurer,
        or any
        assistant treasurer, working in its Corporate Trust Office and having direct
        responsibility for the administration of this Agreement.

       

      Restricted
        Certificate:
        Any
        Class P1, Class P2, Class R, Class LT-R, Class B4, Class B5 or Class B6
        Certificate and any Restricted Global Security.

       

      Restricted
        Global Security:
        The
        meaning specified in Section 3.01(c).

       

      Retained
        Certificate:
        None.

       

      Retained
        Interest:
        Not
        applicable.

       

      Retained
        Interest Mortgage Loan:
        Not
        applicable.

       

      Retained
        Interest Holder:
        Not
        applicable.

       

      Retained
        Interest Rate:
        Not
        applicable.

       

      Retained
        Mortgage File:
        Not
        applicable. 

       


      
        
          
          

        

        
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      Retired
        Subordinate Class:
        None.


       

      Rules:
        As
        defined in Section 6.20(c).

       

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

       

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

       

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

       

      Scheduled
        Certificate:
        None.

       

      Scheduled
        Component:
        None.

       

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

       

      Scheduled
        Principal Amount:
        With
        respect to each Distribution Date and any Collateral Group (other than
        Collateral Group PO), the amount described in clause (i) of the definition
        of
        Senior Principal Distribution Amount for such Collateral Group.

       

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

       


      
        
          
          

        

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

       

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

       

      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:
        LBH or
        any successor in interest, as the context may require.

       

      Senior
        Certificate:
        Any
        Certificate (including any Exchangeable or Exchange Certificate) other than
        a
        Subordinate Certificate or a Class P1, Class P2 or Class LT-R
        Certificate.

       

      Senior
        Percentage:
        With
        respect to each Collateral Group (other than Collateral Group PO) and any
        Distribution Date, the percentage equivalent of a fraction, the numerator
        of
        which is the sum of the Class Principal Amounts of each Class of Non-AP Senior
        Certificates for the such Collateral Group immediately prior to such
        Distribution Date, to the extent that such Classes are outstanding on such
        date,
        and the denominator of which is the related Non-AP Pool Balance as of the
        beginning of the Due Period. 

       

      Senior
        Prepayment Percentage:
        With
        respect to each Collateral Group (other than Collateral Group PO) and any
        Distribution Date occurring during the five years beginning on the first
        Distribution Date, 100%. With respect to each Collateral Group and for any
        Distribution Date occurring on or after the fifth anniversary of the first
        Distribution Date, the related Senior Percentage plus the following percentage
        of the related Subordinate Percentage for such Distribution Date: for any
        Distribution Date in the first year thereafter, 70%; for any Distribution
        Date
        in the second year thereafter, 60%; for any Distribution Date in the third
        year
        thereafter, 40%; for any Distribution Date in the fourth year thereafter,
        20%;
        and for any subsequent Distribution Date, 0%; provided,
        however,
        that if on any of the foregoing Distribution Dates the Senior Percentage
        for
Collateral
        Groups 1 or 2 exceeds
        the initial Senior Percentage for that Collateral
        Group,
        the Senior Prepayment Percentage for Collateral
        Groups 1
        and 2
for
        that Distribution Date shall once again equal 100%.

       

      Notwithstanding
        the foregoing, no decrease in the Senior Prepayment Percentage for any of
        Collateral Group 1 or 2 below the level in effect for the most recent prior
        period set forth in the paragraph above shall be effective on any Distribution
        Date if, as of the first Distribution Date as to which any such decrease
        applies, (i) the average outstanding principal balance on such Distribution
        Date
        and for the preceding five Distribution Dates of all Mortgage Loans in both
        groups that were delinquent 60 days or more (including for this purpose any
        REO
        Property or Mortgage Loans in foreclosure or bankruptcy and Mortgage Loans
        with
        respect to which the related Mortgaged Property has been acquired by the
        Trust
        Fund if the related Mortgage Loan had remained in existence) is greater than
        or
        equal to 50% of the sum of the Group Subordinate Amounts, immediately prior
        to
        such Distribution Date or (ii) cumulative Realized Losses with respect to
        all the Mortgage Loans exceed (a) with respect to the Distribution Date on
        or
        after the fifth anniversary but prior to the sixth anniversary of the first
        Distribution Date, 30% of the Original Group Subordinate Amount, (b) with
        respect to the Distribution Date on or after the sixth anniversary but prior
        to
        the seventh anniversary of the first Distribution Date, 35% of the Original
        Group Subordinate Amount, (c) with respect to the Distribution Date on or
        after
        the seventh anniversary but prior to the eighth anniversary of the first
        Distribution Date, 40% of the Original Group Subordinate Amount, (d) with
        respect to the Distribution Date on or after the eighth anniversary but prior
        to
        the ninth anniversary of the first Distribution Date, 45% of the Original
        Group
        Subordinate Amount and (e) with respect to the Distribution Date on or after
        the
        ninth anniversary of the first Distribution Date or thereafter, 50% of the
        Original Group Subordinate Amount.

       


      
        
          
          

        

        
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      After
        the
        Class Principal Amount of each Class of Senior Certificates for a Collateral
        Group has been reduced to zero, the Senior Prepayment Percentage for such
        Collateral Group shall be 0%.

       

      Senior
        Principal Distribution Amount:
        For any
        Collateral Group (other than Collateral Group PO) and any Distribution Date,
        the
        sum of the following amounts:

       

      (i) the
        product of (a) the related Senior Percentage for such date and (b) the principal
        portion (multiplied by the related Applicable Fraction) of each Scheduled
        Payment (without giving effect to any Debt Service Reduction occurring prior
        to
        the Bankruptcy Coverage Termination Date), on each Mortgage Loan in the related
        Collateral Group due during the Due Period;

       

      (ii) the
        product of (a) the related Senior Prepayment Percentage for such date and
        (b)
        each of the following amounts (multiplied by the related Applicable Fraction):
        (1) each Principal Prepayment on the Mortgage Loans in the related Collateral
        Group collected during the related Prepayment Period, (2) each other unscheduled
        collection, including any Subsequent Recovery, Insurance Proceeds and Net
        Liquidation Proceeds (other than with respect to any Mortgage Loan in the
        related Collateral Group that was finally liquidated during the related
        Prepayment Period) representing or allocable to recoveries of principal received
        during the related Prepayment Period, and (3) the principal portion of all
        proceeds of the purchase of any Mortgage Loan in the related Collateral Group
        (or, in the case of a permitted substitution, amounts representing a principal
        adjustment) actually received by the Trustee during the related Prepayment
        Period;

       

      (iii) with
        respect to unscheduled recoveries allocable to principal of any Mortgage
        Loan in
        the related Collateral Group that was finally liquidated during the related
        Prepayment Period, the lesser of (a) the related net Liquidation Proceeds
        allocable to principal (multiplied by the related Applicable Fraction) and
        (b)
        the product of the related Senior Prepayment Percentage for such date and
        the
        Scheduled Principal Balance (multiplied by the related Applicable Fraction)
        of
        such related Mortgage Loan at the time of liquidation; and

       


      
        
          
          

        

        
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      (iv) any
        amounts described in clauses (i) through (iii) for any previous Distribution
        Date that remain unpaid.

       

      If
        on any
        Distribution Date the Class Principal Amount of the Class or Classes of Non-AP
        Senior Certificates related to any Collateral Group have been reduced to
        zero,
        the Senior Principal Distribution Amount for such Class or Classes of Non-AP
        Senior Certificates for such date (following such reduction) and each subsequent
        Distribution Date shall be zero.

       

      Senior
        Principal Priorities:
        The
        priorities for distribution of principal to the Senior Certificates as set
        forth
        in Exhibit O.

       

      Servicer:
        Any
        Servicer that has entered into any of the Servicing Agreements identified
        on
        Exhibit E hereto, or any successors in interest. The initial Servicers shall
        be
        Aurora Loan Services LLC and PHH Mortgage Corporation.

       

      Servicer
        Remittance Date:
        The day
        in each month on which each Servicer is required to remit payments to the
        account maintained by the Master Servicer, 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 next succeeding Business Day).

       

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

       

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

       

      Servicing
        Agreement:
        Each
        servicing agreement or reconstituted servicing agreement between each Servicer
        and the Seller and acknowledged by the Trustee dated as of September 1, 2007,
        identified on Exhibit E hereto, 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
        criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
        may
        be amended from time to time.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      Simple
        Interest Mortgage Loan:
        Any
        Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached
        hereto as Schedule A.

       

      Soft
        Prepayment Penalties:
        Any
        Prepayment Penalty Amounts received in connection with any voluntary prepayments
        in full, and certain voluntary prepayments in part, except when such prepayments
        are made concurrently with the sale of the related mortgaged property as
        set
        forth on Schedule E.

       

      Special
        Hazard Loss:
        With
        respect to the Mortgage Loans, (x) any Realized Loss arising out of any direct
        physical loss or damage to a Mortgaged Property which is caused by or results
        from any cause, exclusive of any loss covered by a hazard policy or a flood
        insurance policy required to be maintained in respect of such Mortgaged Property
        and any loss caused by or resulting from (i) normal wear and tear, (ii)
        conversion or other dishonest act on the part of the Trustee, the Master
        Servicer, any Servicer or any of their agents or employees, or (iii) errors
        in
        design, faulty workmanship or faulty materials, unless the collapse of the
        property or a part thereof ensues, or (y) any Realized Loss arising from
        or
        related to the presence or suspected presence of hazardous wastes, or hazardous
        substances on a Mortgaged Property unless such loss is covered by a hazard
        policy or flood insurance policy required to be maintained in respect of
        such
        Mortgaged Property, in any case, as reported by any Servicer to the Master
        Servicer.

       

      Special
        Hazard Loss Limit:
        As of
        the Cut-off Date with respect to the Mortgage Loans in the Mortgage Pool,
        initially, $3,400,000, which amount shall be reduced from time to time to
        an
        amount equal on any Distribution Date to the lesser of (a) the greatest of
        (i)
        1.088% of the aggregate of the Scheduled Principal Balances of the related
        Mortgage Loans; (ii) twice the Scheduled Principal Balance of the related
        Mortgage Loan having the highest Scheduled Principal Balance, and (iii) the
        aggregate Scheduled Principal Balances of the related Mortgage Loans secured
        by
        Mortgaged Properties located in the single California postal zip code area
        having the highest aggregate Scheduled Principal Balance of Mortgage Loans
        of
        any such postal zip code area and (b) the related Special Hazard Loss Limit
        as
        of the Closing Date less the amount, if any, of Special Hazard Losses incurred
        with respect to the Mortgage Loans since the Closing Date. 

       


      
        
          
          

        

        
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      Specified
        Rating:
        Not
        applicable.

       

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

       

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

       

      Subgroups:
        Each of
        the subgroupings of Mortgage Loans described below:

       

      “Subgroup
        1-A”:
        The
        Mortgage Loans in the Mortgage Pool with Net Mortgage Rates of less than
        6.00%.

       

      “Subgroup
        1-B”:
        The
        Mortgage Loans in the Mortgage Pool with Net Mortgage Rates of greater than
        or
        equal to 6.00% and less than 6.50%.

       

      “Subgroup
        1-C”:
        The
        Mortgage Loans in the Mortgage Pool with Net Mortgage Rates of greater than
        or
        equal to 6.50%.

       

      Subordinate
        Certificates:
        Any of
        the Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6
        Certificates.

       

      Subordinate
        Certificate Writedown Amount:
        As to
        any Distribution Date and the Subordinate Certificates, the amount by which
        (i)
        the sum of the Class Principal Amounts of the Senior Certificates (after
        giving
        effect to the distribution of principal and the application of Realized Losses
        in reduction of the Certificate Principal Amounts of such Certificates on
        such
        Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans in the related Collateral Group or Groups such Distribution
        Date.

       

      Subordinate
        Class Percentage:
        With
        respect to any Distribution Date and any Class of Subordinate Certificates,
        the
        percentage obtained by dividing the Class Principal Amount of such Class
        immediately prior to such Distribution Date by the aggregate Certificate
        Principal Amount of all Subordinate Certificates immediately prior to such
        Distribution Date. 

       

      Subordinate
        Percentage:
        With
        respect to each Collateral Group (other than Collateral Group PO) and any
        Distribution Date, the difference between 100% and the related Senior Percentage
        for such Distribution Date.

       


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      Subordinate
        Prepayment Percentage:
        With
        respect to each Collateral Group (other than Collateral Group PO) and any
        Distribution Date, the difference between 100% and the related Senior Prepayment
        Percentage for such Distribution Date.

       

      Subordinate
        Principal Distribution Amount:
        For any
        Collateral Group (other than Collateral Group PO) and any Distribution Date,
        the
        sum of the following:

       

      (i) the
        product of (a) the related Subordinate Percentage for such date and (b) the
        principal portion (multiplied by the related Applicable Fraction) of each
        Scheduled Payment (without giving effect to any Debt Service Reduction occurring
        prior to the applicable Bankruptcy Coverage Termination Date) on each Mortgage
        Loan in the related Collateral Group due during the related Due
        Period;

       

      (ii) the
        product of (a) the related Subordinate Prepayment Percentage for such date
        and
        (b) each of the following amounts (multiplied by the related Applicable
        Fraction): (1) each Principal Prepayment on the Mortgage Loans in the related
        Collateral Group collected during the related Prepayment Period, (2) each
        other
        unscheduled collection, including any Subsequent Recovery, Insurance Proceeds
        and Net Liquidation Proceeds (other than with respect to any Mortgage Loan
        in
        the related Collateral Group that was finally liquidated during the related
        Prepayment Period) representing or allocable to recoveries of principal received
        during the related Prepayment Period, and (3) the principal portion of all
        proceeds of the purchase of any Mortgage Loan in the related Collateral Group
        (or, in the case of a permitted substitution, amounts representing a principal
        adjustment) actually received by the Trustee during the related Prepayment
        Period;

       

      (iii) with
        respect to unscheduled recoveries allocable to principal of any Mortgage
        Loan in
        the related Collateral Group that was finally liquidated during the related
        Prepayment Period, the related net Liquidation Proceeds allocable to principal
        (multiplied by the related Applicable Fraction) less any related amount paid
        pursuant to subsection (iii) of the definition of Senior Principal Distribution
        Amount for the related Mortgage Pool; and

       

      (iv) any
        amounts described in clauses (i) through (iii) for any previous Distribution
        Date that remain unpaid.

       

      Subsequent
        Recovery:
        The
        amount, if any, recovered by the related Servicer or the Master Servicer
        with
        respect to a Liquidated Mortgage Loan with respect to which a Realized Loss
        has
        been incurred after liquidation and disposition of such Mortgage
        Loan.

       

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

       

      Substitution
        Amount:
        The
        amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
        Loan exceeds the Scheduled Principal Balance of the related Qualifying
        Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
        applicable, plus
        unpaid
        interest thereon at the applicable Net Mortgage Rate from the date on which
        interest was first paid through the end of the Due Period in which such
        substitution occurs, and any related unpaid Advances or Servicing Advances
        or
        unpaid Servicing Fees, and the amount of any costs and damages incurred by
        the
        Trustee or the Trust Fund associated with a violation of any applicable federal,
        state or local predatory or abusive lending law in connection with the
        origination of such Deleted Mortgage Loan.

       


      
        
          
          

        

        
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      Supplemental
        Interest Trust:
        None.

       

      Supplemental
        Prepayment Trust:
        None.

       

      TAC
        Certificate:
        None.

       

      TAC
        Principal Amount:
        None.

       

      TAC
        Principal Amount Schedule:
        None.

       

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

       

      Termination
        Price:
        As
        defined in Section 7.01 hereof.

       

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

       

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

       

      Transferor:
        Each
        seller of Mortgage Loans to LBB or the Seller, pursuant to a Transfer
        Agreement.

       

      Trust
        Fund:
        The
        corpus of the Lehman Mortgage Trust 2007-9 created pursuant to this Agreement,
        consisting of the Mortgage Loans (other than any Retained Interest), the
        assignment of the Depositor’s rights under the Mortgage Loan Sale Agreement,
        such amounts as shall from time to time be held in the Collection Account,
        the
        Certificate Account, 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).

       

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

       

      Trustee:
        Wells
        Fargo Bank, N.A., and its successors or assigns, not in its individual capacity
        but solely as Trustee, or if any successor trustee or any co-trustee shall
        be
        appointed as herein provided, then such successor trustee and such co-trustee,
        as the case may be. 

       

      UCC:
        The
        Uniform Commercial Code as adopted in the State of New York.

       

      Undercollateralization
        Distribution:
        As
        defined in Section 5.02(i).

       

      Undercollateralized
        Class or Classes:
        With
        respect to any Distribution Date and any Class of Non-AP Senior Certificates
        relating to a Collateral Group as to which the total Certificate Principal
        Amount thereof, after giving effect to distributions pursuant to Sections
        5.02(a) and (b) on such date, is greater than the Non-AP Pool Balance of
        the
        related Collateral Group for such Distribution Date, in the case of the Senior
        Certificates (other than the Notional Certificates).

       


      
        
          
          

        

        
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      Underlying
        REMIC Certificates:
        The
        following Classes of Certificates, issued hereunder in uncertificated form
        to
        the Exchange Trustee: Class 1-A2, Class 2-A3, Class 2-A4, Class 2-A6 and
        Class
        2-A7 Certificates. 

       

      Underwriter:
        Lehman
        Brothers Inc.

       

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

       

      Unpaid
        Basis Risk Shortfall:
        None.

       

      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 until the Class Notional Amount of
        each
        Class of Notional Certificates has been reduced to zero, 1% of all Voting
        Interests shall be allocated to each Class of Notional Certificates and the
        remaining Classes of Certificates (other than the Class LT-R Certificates)
        shall
        be allocated the remaining percentage of all Voting Interests. After the
        Class
        Notional Amount of each Class of Notional Certificate has been reduced to
        zero,
        100% of all Voting Interests shall be allocated to the remaining Classes
        of
        Certificates (other than the Class LT-R Certificates). Voting Interests
        allocated to the Notional Certificates shall be allocated among the Certificates
        of each such Class in proportion to their Notional Amounts. Voting Interests
        shall be allocated among the other Classes of Certificates (and among the
        Certificates of each such Class) in proportion to their Class Principal Amounts
        (or Certificate Principal Amounts). 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. In the case of the purchase by the Master Servicer of the Lower
        Tier REMIC I Uncertificated Regular Interests pursuant to a Section 7.01(c)
        Purchase Event, the LTURI holder shall be allocated 100% of the Voting Interests
        and upon such purchase any provisions in this Agreement which require a vote
        by,
        a direction or notice given by, an action taken by, a request in writing
        by or
        the consent of, any percentage of the Holders of the Certificates or any
        Class
        of Certificates may be exercised by the LTURI holder.

       

      WAC:
        Shall
        have the same meaning as “Average Rate.”

       

      WHFIT:
        Shall
        mean a “widely held fixed investment trust” as that term is defined in Treasury
        Regulations section 1.671-5(b)(22) or successor provisions.

       

      WHFIT
        Regulations:
        Shall
        mean Treasury Regulations section 1.671-5, as amended.

       

      WHMT:
        Shall
        mean a “widely held mortgage trust” as that term is defined in Treasury
        Regulations section 1.671-5(b)(23) or successor provisions. 

       


      
        
          
          

        

        
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      Section
        1.02. Calculations
        Respecting Mortgage Loans.

       

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

       

      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 distributions
        of
        principal and interest received on or with respect to the Mortgage Loans
        on and
        after the Cut-off Date (other than payments of principal and interest due
        on or
        before such date) and all such payments due after such date but received
        prior
        to such date and intended by the related Mortgagors to be applied after such
        date, together with all of the Depositor’s right, title and interest in and to
        the Collection Account and all amounts from time to time credited to and
        the
        proceeds of the Collection Account, the Certificate Account and all amounts
        from
        time to time credited to and the proceeds of the Certificate Account, any
        Basis
        Risk Reserve Fund, any Escrow Account established pursuant to Section 9.06
        hereof and all amounts from time to time credited to and the proceeds of
        any
        such Escrow Account, any REO Property and the proceeds thereof, the Depositor’s
        rights under any Insurance Policies related to the Mortgage Loans, and the
        Depositor’s security interest in any collateral pledged to secure the Mortgage
        Loans, including the Mortgaged Properties and any Additional Collateral,
        and any
        proceeds of the foregoing, to have and to hold, in trust; and the Trustee
        declares that, subject to the review provided for in Section 2.02, it (or
        a
        Custodian on its behalf) has received and shall hold the Trust Fund, as trustee,
        in trust, for the benefit and use of the Holders of the Certificates and
        for the
        purposes and subject to the terms and conditions set forth in this Agreement,
        and, concurrently with such receipt, has caused to be executed, authenticated
        and delivered to or upon the order of the Depositor, in exchange for the
        Trust
        Fund, Certificates in the authorized denominations evidencing the entire
        ownership of the Trust Fund. 

       

      Concurrently
        with the execution and delivery of this Agreement and any Cap 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 Transfer Agreements (other than first payment date
        default or early payment date default rights against the related Transferor)
        to
        the extent assigned under such Mortgage Loan Sale Agreement or the Assignment
        Agreement (as applicable). The Trustee hereby accepts such assignment, and
        shall
        be entitled to exercise all 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 and conveyance does not and is not
        intended to result in creation or assumption by the Trustee of any obligation
        of
        the Depositor, the Seller, or any other Person in connection with the Mortgage
        Loans or any other agreement or instrument relating thereto except as
        specifically set forth herein. The Depositor hereby authorizes and directs
        the
        Trustee, solely in its capacity as Trustee of any Supplemental Interest Trust
        created hereunder, to execute and deliver any Cap Agreement. The Seller,
        the
        Master Servicer, the
        Depositor and the Certificateholders acknowledge and agree that the Trustee
        is
        executing any Cap Agreement solely in its capacity as trustee of the
        Supplemental Interest Trust, and not in its individual capacity. The Trustee
        shall have no duty or responsibility to enter into any other interest rate
        cap
        agreement upon the expiration or termination of any such Cap
        Agreement.

       


      
        
          
          

        

        
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      In
        addition, concurrently with the execution and delivery of this Agreement,
        the
        Depositor does hereby transfer, assign, set over, and otherwise convey to
        the
        Trustee, without recourse, in trust, all right, title and interest of the
        Depositor in and to the Depositor’s right to receive any Prepayment Penalty
        Amounts in respect of (i) the Mortgage Loans and (ii) in respect of any
        Supplemental Prepayment Trust, the Designated Mortgage Loans and all the
        Depositor’s rights in that regard with respect to the Designated Agreement. With
        respect to clause (ii), such conveyance includes all such amounts received
        on or
        after the Cut-off Date. 

       

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

       

      (b) In
        connection with such transfer and assignment, the Depositor does hereby deliver
        and deposit with, or cause to be delivered to and deposited with, the Trustee,
        and/or any Custodian acting on the Trustee’s behalf, if applicable, 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 in Exhibit
        B-4, or
        in blank (in each case, with all necessary intervening endorsements as
        applicable);

       

      (ii) 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 each Mortgage Loan other than a Cooperative Loan, the original
        recorded Mortgage with evidence of recording indicated thereon and the original
        recorded power of attorney, if the Mortgage was executed pursuant to a power
        of
        attorney, with evidence of recording thereon or, if such Mortgage or power
        of
        attorney has been submitted for recording but has not been returned from
        the
        applicable public recording office, has been lost or is not otherwise available,
        a copy of such Mortgage or power of attorney, as the case may be, certified
        to
        be true and complete copy of the original submitted for recording. If, in
        connection with any Mortgage Loan, the Depositor cannot deliver the Mortgage
        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 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, pending delivery of the original thereof, together with an Officer’s
        Certificate of the Depositor certifying that the copy of such Mortgage delivered
        to the Trustee (or the applicable Custodian) is a true copy and that the
        original of such Mortgage has been forwarded to the public recording office,
        or,
        in the case of a Mortgage that has been lost, a copy thereof (certified as
        provided for under the laws of the appropriate jurisdiction) and a written
        Opinion of Counsel acceptable to the Trustee and the Depositor that an original
        recorded Mortgage is not required to enforce the Trustee’s interest in the
        Mortgage Loan;

       


      
        
          
          

        

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

       

      (v) with
        respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, an
        original Assignment of Mortgage, in form and substance acceptable for recording.
        The Mortgage shall be assigned either (A) in blank, without recourse or (B)
        to
“Wells Fargo Bank, N.A., as Trustee of the Lehman Mortgage Trust 2007-9,”
without recourse;

       

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

       

      (vii) the
        original Primary Mortgage Insurance Policy or certificate, if private mortgage
        guaranty insurance is required;

       


      
        
          
          

        

        
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      (viii) with
        respect to each Mortgage Loan other than a Cooperative Loan, the original
        mortgagee title insurance policy or attorney’s opinion of title and abstract of
        title;

       

      (ix) the
        original of any security agreement, chattel mortgage or equivalent executed
        in
        connection with the Mortgage or as to any security agreement, chattel mortgage
        or their equivalent 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 delivered to the Trustee (or the applicable Custodian) is a true
        copy
        and that the original of such document has been forwarded to the public
        recording office;

       

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

       

      (xi) in
        connection with any pledge of Additional Collateral, the original additional
        collateral pledge and security agreement executed in connection therewith,
        assigned to the Trustee; and

       

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

       

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

       

      (c) (i) Assignments
        of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
        Loan shall be recorded; provided,
        however,
        that
        such Assignments of Mortgage need not be recorded if, in the Opinion of Counsel
        (which must be from Independent counsel) (which Opinion of Counsel may be
        in the
        form of a memorandum of law) acceptable to the Trustee and the Rating Agencies,
        recording in such states is not required to protect the Trustee’s interest in
        the related Non-MERS Mortgage Loans. Subject to the preceding sentence, as
        soon
        as practicable after the Closing Date (but in no event more than 3 months
        thereafter except to the extent delays are caused by the applicable recording
        office), the Trustee, 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 Trustee,
        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.

       


      
        
          
          

        

        
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      (ii) With
        respect to each MERS Mortgage Loan, the applicable Servicer, at the expense
        of
        the Depositor and with the cooperation of the Trustee, shall 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 to the applicable Custodian on behalf of the Trustee, under clause
        (b)(viii) 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 applicable 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 a Servicer in trust for the benefit of the Trustee and the
        Certificateholders.

       

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

       

      (g) The
        issuing entity is hereby named Lehman Mortgage Trust, Series
        2007-9.

       

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

       


      
        
          
          

        

        
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      (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, shall promptly identify the Mortgage Loan to which such Material
        Defect relates in the Interim Certification delivered to the Depositor, the
        Master Servicer and the Trustee. 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, it 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 applicable Transferor or 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 applicable Transferor or the Depositor to cure a Material
        Defect
        if, as determined by the Depositor, upon mutual agreement with the Master
        Servicer 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.

       

      (d) Within
        180 days following the Closing Date, the Trustee, or the applicable Custodian,
        shall deliver to the Trustee, the Depositor, the Servicers and the Master
        Servicer a Final Certification substantially in the form annexed hereto 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.

       


      
        
          
          

        

        
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      (e) Nothing
        in this Agreement shall be construed to constitute an assumption by the Trust
        Fund, the Trustee 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 each Custodian shall perform the applicable
        review of the Mortgage Loans covered by its Custodial Agreement and deliver
        the
        respective certifications thereof as provided in this Section 2.02.


       

      (g) Notwithstanding
        anything to the contrary contained herein, the parties hereto acknowledge
        that
        the functions of the Trustee with respect to the custody, acceptance, inspection
        and release of Mortgage Files, including but not limited to certain insurance
        policies and documents contemplated by this Agreement or the Servicing
        Agreement(s), and preparation and delivery of the certifications shall be
        performed by the Custodians pursuant to the terms and conditions of the
        Custodial Agreements.

       

      (h) The
        Trustee, solely in its capacity as Trustee, is hereby authorized and directed
        by
        the Depositor to execute and deliver, concurrently with the execution of
        this
        Agreement, the Custodial Agreements and Servicing Agreements.

       

      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;

       

      (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;

       


      
        
          
          

        

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

       

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

       

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

       

      (b) The
        representations and warranties of each Transferor with respect to the related
        Mortgage Loans in the applicable Transfer Agreement, which have been assigned
        to
        the Trustee hereunder, were made as of the date specified in the applicable
        Transfer Agreement (or underlying agreement, if such Transfer Agreement is
        in
        the form of an assignment of a prior agreement). To the extent that any fact,
        condition or event with respect to a Mortgage Loan constitutes a breach of
        both
        (i) a representation or warranty of the applicable Transferor under the
        applicable Transfer Agreement and (ii) a representation or warranty of LBH
        under
        the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee
        or of
        any Certificateholder shall be the Trustee’s right to enforce the obligations of
        the applicable Transferor under any applicable representation or warranty
        made
        by it. The Trustee acknowledges that LBH shall have no obligation or liability
        with respect to any breach of a representation or warranty made by it with
        respect to the Mortgage Loans if the fact, condition or event constituting
        such
        breach also constitutes a breach of a representation or warranty made by
        the
        applicable Transferor in the applicable Transfer Agreement, without regard
        to
        whether such Transferor fulfills its contractual obligations in respect of
        such
        representation or warranty. The Trustee further acknowledges that the Depositor
        shall have no obligation or liability with respect to any breach of any
        representation or warranty with respect to the Mortgage Loans under any
        circumstances.

       


      
        
          
          

        

        
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      Section
        2.04. Discovery
        of Breach.

       

      It
        is
        understood and agreed that the representations and warranties (i) of the
        Depositor set forth in Section 2.03 hereof, (ii) of LBH set forth in the
        Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
        hereunder and (iii) of each Transferor, assigned by LBH to the Depositor
        pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee
        by the
        Depositor hereunder, shall each survive delivery of the Mortgage Files and
        the
        Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue
        throughout the term of this Agreement. Upon discovery by any of the Depositor,
        the Master Servicer or a Responsible Officer of the Trustee of a breach of
        any
        of such representations and warranties that adversely and materially affects
        the
        value of the related Mortgage Loan, the party discovering such breach shall
        give
        prompt written notice to the other parties; 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 Loan Services LLC acting in
        any
        capacity other than as Master Servicer hereunder, the Master Servicer shall
        not
        be deemed to have knowledge of any such breach until an officer of the Master
        Servicer has actual knowledge thereof. Within 90 days of the discovery of
        a
        breach of any representation or warranty given to the Trustee by the Depositor,
        any Transferor or LBH and assigned to the Trustee hereunder, the Depositor,
        such
        Transferor or LBH shall either (a) cure such breach in all material respects,
        (b) repurchase such Mortgage Loan or any property acquired in respect thereof
        from the Trustee at the Purchase Price or (c) within the two year period
        following the Closing Date, substitute a Qualifying Substitute Mortgage Loan
        for
        the affected Mortgage Loan. In the event of the discovery of a breach of
        any
        representation and warranty of any Transferor assigned to the Trustee, the
        Trustee shall enforce its rights under the applicable Transfer Agreement
        and the
        Mortgage Loan Sale Agreement for the benefit of the Certificateholders. As
        provided in the Mortgage Loan Sale Agreement, if any Transferor substitutes
        for
        a Mortgage Loan for which there is a breach of any representations and
        warranties in the related Transfer Agreement which adversely and materially
        affects the value of such Mortgage Loan and such substitute mortgage loan
        is not
        a Qualifying Substitute Mortgage Loan, under the terms of the Mortgage Loan
        Sale
        Agreement, LBH will, in exchange for such Substitute Mortgage Loan, either
        (i) provide the applicable Purchase Price for the affected Mortgage Loan or
        (ii) within two years of the Closing Date, substitute such affected
        Mortgage Loan with a Qualifying Substitute Mortgage Loan. 

       

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

       


      
        
          
          

        

        
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      (a) With
        respect to any Mortgage Loan repurchased by the Depositor pursuant to this
        Agreement, by LBH pursuant to the Mortgage Loan Sale Agreement or by any
        Transferor pursuant to the applicable Transfer Agreement, the principal portion
        of the funds received by the Trustee in respect of such repurchase of a Mortgage
        Loan will be considered a Principal Prepayment and the Purchase Price shall
        be
        deposited in the Certificate Account. The Trustee, upon receipt by LBH or
        a
        Transferor of the full amount of the Purchase Price for a Deleted Mortgage
        Loan,
        or upon its receipt of notification from the applicable Custodian that it
        has
        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 reassigned to the Depositor, LBH or the
        applicable 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 or the Trustee (or
        the
        applicable Custodian), 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 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 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 (i) any federal or state tax to be imposed
        on
        the Trust Fund, including without limitation, any federal tax imposed on
        “prohibited transactions” under Section 860F(2) of the Code, or (ii) any REMIC
        created hereunder to fail to qualify as a REMIC at any time that any Certificate
        is outstanding.

       

      (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 applicable
        Transferor or LBH 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 at the direction and with the cooperation of the applicable
        Servicer, shall, with respect to a Qualifying Substitute Mortgage Loan that
        is a
        Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded by
        such
        Servicer if required pursuant to Section 2.01(c)(i), or such Servicer shall,
        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)(ii).

       


      
        
          
          

        

        
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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 has received an Opinion of Counsel
        (at the
        expense of the party seeking to make the substitution) that, under current
        law,
        such substitution will not (A) affect adversely the status of any REMIC
        established hereunder as a REMIC, or of the related “regular interests” as
“regular interests” in any such REMIC, or (B) cause any such REMIC to engage in
        a prohibited transaction or prohibited contribution pursuant to the REMIC
        Provisions.

       

      Section
        2.06. Grant
        Clause.

       

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

       

      (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 will
        be
        maintained as such throughout the term of this Agreement. The Depositor will,
        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
        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
        transferees, including the Trustee, in the Mortgage Loans. In connection
        with
        the transactions contemplated by this Agreement, each of the Seller and the
        Depositor authorizes its transferee to file in any filing office any initial
        financing statements, any amendments to financing statements, any continuation
        statements, or any other statements or filings described in this paragraph
        (b).

       


      
        
          
          

        

        
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      ARTICLE
        III

       

      THE
        CERTIFICATES

       

      Section
        3.01. The
        Certificates.

       

      (a) The
        Certificates shall be issuable in registered form only and shall be securities
        governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
        Certificates will be evidenced by one or more certificates, beneficial ownership
        of which will be held in the dollar denominations in Certificate Principal
        Amount or Notional Amount, as applicable, or in the Percentage Interests,
        specified herein. Each Class of Book-Entry Certificates shall be issued in
        the
        minimum denominations in Certificate Principal Amount (or Notional Amount)
        or
        Percentage Interest specified in the Preliminary Statement hereto and in
        integral multiples of $1 or 5% (in the case of Certificates issued in Percentage
        Interests) in excess thereof. Each Class of Non-Book Entry Certificates other
        than the Residual Certificate shall be issued in definitive, fully registered
        form in the minimum denominations in Certificate Principal Amount (or Notional
        Amount) specified in the Preliminary Statement hereto and in integral multiples
        of $1 in excess thereof. The Residual Certificates shall each 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. One
        Certificate of each Class of Certificates other than any Class of Residual
        Certificates may be issued in any denomination in excess of the minimum
        denomination.

       

      (b) The
        Certificates shall be executed by manual or facsimile signature on behalf
        of the
        Trustee by an authorized signatory. Each Certificate shall, on original issue,
        be authenticated by the Trustee upon the order of the Depositor upon receipt
        by
        the Trustee (or the Custodian on its behalf) 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 signatory 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 Securities Act shall be issued
        initially in the form of one or more permanent global Certificates in
        definitive, fully registered form without interest coupons with the applicable
        legends set forth in Exhibit A added to the forms of such Certificates (each,
        a
“Restricted Global Security”), which, in the case of the Privately Offered
        Certificates, 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
        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.

       

      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, in
        the case of the Privately Offered Certificates, 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.

       

      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, after a Section 7.01(c) Purchase
        Event, the Lower Tier REMIC I Uncertificated Regular Interests, if applicable)
        and shall maintain books for the registration and for the transfer of
        Certificates (and, after a Section 7.01(c) Purchase Event, the Lower Tier
        REMIC
        I Uncertificated Regular Interests, if applicable) (the “Certificate Register”).
        A registration book shall be maintained for the Certificates (and, after
        a
        Section 7.01(c) Purchase Event, the Lower Tier REMIC I Uncertificated Regular
        Interests, if applicable) collectively. The Certificate Registrar may resign
        or
        be discharged or removed and a new successor may be appointed by the Trustee
        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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      Upon
        the
        occurrence of a Section 7.01(c) Purchase Event, the Master Servicer shall
        provide the Trustee with written notice of the identity of any transferee
        of the
        Master Servicer’s interest in the Lower Tier REMIC I Uncertificated Regular
        Interests, which notice shall contain a certification that such transferee
        is
        permitted LTURI holder. The Lower Tier REMIC I Uncertificated Regular Interests
        may only be transferred in whole and not in part to no more than one LTURI
        holder at a time who is either (1) an affiliate of the Master Servicer or
        (2) a
        trustee of a privately placed securitization. The Trustee and the Depositor
        shall treat the Person in whose name the Lower Tier REMIC I Uncertificated
        Regular Interests are registered on the books of the Certificate Registrar
        as
        the LTURI holder for all purposes hereunder.

       

      Section
        3.03. Transfer
        and Exchange of Certificates.

       

      (a) A
        Certificate (other than Book-Entry Certificates 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.

       


      
        
          
          

        

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

      Notwithstanding
        the foregoing, no opinion or certificate shall be required for the initial
        issuance of the ERISA-Restricted Certificates. The Trustee shall have no
        obligation to monitor transfers of Book-Entry Certificates that are
        ERISA-Restricted Certificates and shall have no liability for transfers of
        such
        Certificates in violation of the transfer restrictions. The Trustee shall
        be
        under no liability to any Person for any registration of transfer of any
        ERISA-Restricted Certificate that is in fact not permitted by this Section
        3.03(d)(i) or for making any payments due on such Certificate to the Holder
        thereof or taking any other action with respect to such Holder under the
        provisions of this Agreement so long as the transfer was registered by the
        Trustee in accordance with the foregoing requirements. The Trustee shall
        be
        entitled, but not obligated, to recover from any Holder of any ERISA-Restricted
        Certificate that was in fact a Plan or a Person acting on behalf of a Plan
        any
        payments made on such ERISA-Restricted Certificate at and after either such
        time. Any such payments so recovered by the Trustee shall be paid and delivered
        by the Trustee to the last preceding Holder of such Certificate that is not
        such
        a Plan or Person acting on behalf of a Plan.

       

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

       


      
        
          
          

        

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

       

      To
        the
        extent permitted under applicable law (including, but not limited to, ERISA),
        the Trustee shall not be under any liability to any Person for any registration
        of transfer of any ERISA-Restricted Trust Certificate that is in fact not
        permitted by this Section 3.03(d)(ii) or for making any payments due on such
        Certificate to the Holder thereof or taking any other action with respect
        to
        such Holder under the provisions of this Agreement so long as the transfer
        was
        registered by the Trustee in accordance with the foregoing
        requirements.

       

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

       

      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 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 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, agent or nominee thereof, or Non-permitted Foreign
        Holder. The Trustee shall be entitled to recover from any Holder of a Residual
        Certificate that was a Disqualified Organization, agent or nominee thereof,
        or
        Non-permitted Foreign Holder at the time it became a Holder or any subsequent
        time it became a Disqualified Organization, agent or nominee thereof, or
        Non-permitted Foreign Holder, all payments made on such Residual Certificate
        at
        and after either such times (and all costs and expenses, including but not
        limited to attorneys’ fees, incurred in connection therewith). Any payment (not
        including any such costs and expenses) so recovered by the Trustee shall
        be paid
        and delivered to the last preceding Holder of such Residual
        Certificate.

       


      
        
          
          

        

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

       

      (g) Each
        Holder of a Residual Certificate, by such Holder’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 of the Privately Offered Certificates 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).

       


      
        
          
          

        

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

       

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

       

      (C) Regulation
        S Global Security to Restricted Global Security.
        If a
        holder of a beneficial interest in a Regulation S Global Security deposited
        with
        or on behalf of DTC wishes at any time to transfer its interest in such
        Regulation S Global Security to a Person who wishes to take delivery thereof
        in
        the form of an interest in a Restricted Global Security, such holder may,
        subject to the rules and procedures 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 N-2 hereto
        given by the holder of such beneficial interest and stating, among other
        things,
        that the Person transferring such interest in such Regulation S Global Security
        reasonably believes that the Person acquiring such interest in a Restricted
        Global Security is a QIB, is obtaining such beneficial interest in a transaction
        meeting the requirements of Rule 144A under the Securities Act and in accordance
        with any applicable securities laws of any State of the United States or
        any
        other jurisdiction, then the Trustee, as Certificate Registrar, will reduce
        the
        principal amount of the Regulation S Global Security and increase the principal
        amount of the Restricted Global Security by the aggregate principal amount
        of
        the beneficial interest in the Regulation S Global Security to be transferred
        and the Trustee, as Certificate Registrar, shall instruct DTC, concurrently
        with
        such reduction, to credit or cause to be credited to the account of the Person
        specified in such instructions a beneficial interest in the Restricted Global
        Security equal to the reduction in the principal amount of the Regulation
        S
        Global Security.

       


      
        
          
          

        

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

       

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

       

      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 Certificate Registrar.

       

      Section
        3.05. Replacement
        of Certificates.

       

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

       


      
        
          
          

        

        
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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, 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, 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.

       

      Section
        3.08. Appointment
        of Paying Agent.

       

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

       


      
        
          
          

        

        
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      At
        any time during the period that a Form 10-K is being filed with respect to
        the
        Trust in accordance with the Exchange Act and the rules and regulations of
        the
        Commission, the Trustee shall not appoint a Paying Agent that is not the
        Trustee
        unless that Paying Agent first agrees in writing with the Trustee (i) to
        deliver
        an assessment of compliance and an accountant’s attestation in such manner and
        at such times in compliance with Section 9.25(a) and 9.25(b) of this Agreement,
        (ii) to comply with the provisions of Section 9.25(a), 9.25(b), 6.20(e)(i)
        and
        6.20(e)(iv)of this Agreement and (iii) to indemnify the Depositor and the
        Master
        Servicer, and their respective directors, officers, employees and agents
        and the
        Trust Fund and hold each of them harmless as set forth in Section 6.23. For
        so
        long as the Depositor is subject to Exchange Act reporting requirements with
        respect to the Trust, the Paying Agent (if other than the Trustee) shall
        give
        prior written notice to the Sponsor, the Master Servicer, the Trustee and
        the
        Depositor of the appointment of any Subcontractor by it and a written
        description (in form and substance reasonably satisfactory to the Sponsor
        and
        the Depositor) of the role and function of each Subcontractor utilized by
        the
        Paying Agent, as applicable, specifying (A) the identity of each such
        Subcontractor and (B) which elements of the servicing criteria set forth
        under
        Item 1122(d) of Regulation AB will be addressed in assessments of compliance
        provided by each Subcontractor for
        which
        the Paying Agent does not elect to take responsibility for assessing compliance
        with the Servicing Criteria in accordance with Regulation AB Telephone
        Interpretation 17.06.
        In addition, for so long as the Depositor is subject to Exchange Act reporting
        requirements with respect to the Trust, the Paying Agent (including the Trustee
        in its capacity as Paying Agent, to the extent not already required of the
        Trustee under this Agreement) shall notify the Sponsor, the Master Servicer,
        the
        Trustee and the Depositor within five (5) calendar days of knowledge thereof
        (i)
        of any legal proceedings pending under 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 I hereto or any of their
        affiliates. On or before March 1st
        of each year, the Depositor shall distribute the information in Exhibit I
        to the
        Paying Agent.

       

      Any
        Paying Agent (if other than the Trustee) 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). This indemnification shall survive the termination of this Agreement
        or
        the termination of such Paying Agent hereunder.

       


      
        
          
          

        

        
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      In
        addition, the Paying Agent (if other than the Trustee) (i) may not be an
        originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor
        or
        an affiliate of the Depositor unless the Paying Agent is in an institutional
        trust department of the Paying Agent, (ii) must be authorized to exercise
        corporate trust powers under the laws of its jurisdiction of organization
        and
        (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency that
        has rated the Paying Agent, or the equivalent rating by S&P. If no successor
        Paying Agent shall have been appointed and shall have accepted appointment
        within 60 days after the Paying Agent ceases to be the Paying Agent pursuant
        to
        this Section 3.08, then the Trustee shall perform the duties of the Paying
        Agent
        pursuant to this Agreement. The Trustee shall notify the Rating Agencies
        of any
        change of Paying Agent.

       

      Section
        3.09. Book-Entry
        Certificates.

       

      (i) 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, to be delivered to The Depository Trust Company, or its custodian,
        the initial Clearing Agency, by, or on behalf of, the Depositor. 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):

       

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

       

      (iii) the
        Depositor, the Master Servicer, the Paying Agent, the Certificate 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;

       

      (iv) 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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      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.

       


      
        
          
          

        

        
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      (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 Mortgage Trust Mortgage Pass-Through Certificates, Series 2007-9.” 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 30 days and transfer
        all funds on deposit in such existing Collection Account into such new
        Collection Account.

       

      (c) The
        Master Servicer shall give to the Trustee prior written notice of the name
        and
        address of the depository institution at which the Collection Account is
        maintained and the account number of such Collection Account. No later than
        2:00
        p.m. New York City time on each Master Servicer Remittance Date, the entire
        amount on deposit in the Collection Account (subject to permitted withdrawals
        set forth in Section 4.02), excluding any amounts that are not included in
        the
        Available Distribution Amount for such Distribution Date (other than amounts
        due
        or reimbursable to the Trustee or Custodians pursuant to this Agreement),
        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
        and
        with prior notice to the Trustee, may choose to make daily remittances from
        the
        Collection Account to the Trustee for deposit into the Certificate
        Account.

       

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

       

      (i) all
        payments on account of principal, including Principal Prepayments and late
        collections, as indicated in the Mortgage Loan Schedule, on the Mortgage
        Loans;

       

      (ii) all
        payments on account of interest including Prepayment Penalty Amounts on the
        Mortgage Loans (other than payments due prior to the Cut-off Date), net of
        the
        applicable Servicing Fee and Master 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;

       


      
        
          
          

        

        
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      (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 any unpaid Servicing Fees and Master 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; provided
        that if
        the applicable Servicer is also the Retained Interest Holder with respect
        to any
        Mortgage Loan, payments on account of interest on the Mortgage Loans as to
        which
        such Servicer is the Retained Interest Holder may also be made net of the
        related Retained Interest with respect to each such Mortgage Loan.

       

      (iv) all
        Insurance Proceeds;

       

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

       

      (vi) all
        proceeds of any Mortgage Loan purchased by any Person and any Substitution
        Amounts related to any Qualifying Substitute Mortgage Loan;

       

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

       

      (viii) all
        Prepayment Penalty Amounts received in respect of the Designated Mortgage
        Loans.

       

      (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 the earlier of (a) the Master Servicer Remittance Date or (b) the day
        on
        which the funds in such Collection Account are required to be remitted to
        the
        Trustee for deposit into the Certificate Account, and any such Eligible
        Investment shall not be sold or disposed of prior to its maturity. All such
        Eligible Investments shall be made in the name of the Master Servicer in
        trust
        for the benefit of the Trustee and Holders of the Certificates. All income
        and
        gain realized from any such investment shall be for the benefit of the Master
        Servicer as compensation and shall be subject to its withdrawal on 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 the 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 or assumption fees 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 the Collection Account. 

       


      
        
          
          

        

        
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      Section
        4.02. Application
        of Funds in the Collection Account.

       

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

       

      (i) to
        reimburse itself or any Servicer for Advances made by it or by such Servicer
        pursuant to Section 5.04 or the applicable Servicing Agreement; provided,
        however,
        that the
        Master Servicer’s right to reimburse itself pursuant to this subclause is
        limited to amounts received on or in respect of particular Mortgage Loans
        (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 and
        the
        Master Servicing Fee) of payments of principal or interest respecting which
        any
        such Advance was made; provided,
        further,
        that
        following the final liquidation of a Mortgage Loan, the Master Servicer may
        reimburse itself for previously unreimbursed Advances in excess of Liquidation
        Proceeds or Insurance Proceeds with respect to such Mortgage Loans from any
        funds in the Collection Account, 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 for any Servicing Advances made by it or
        by
        such Servicer 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 Servicing
        Advance was made or from Liquidation Proceeds or Insurance Proceeds with
        respect
        to such Mortgage Loan, it being understood, in the case of any 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(a)
        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 and the Master
        Servicing Fee 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 Section 9.04, 9.05, 9.06,
        9.16
        or 9.22(a) or pursuant to the applicable Servicing Agreement, and to reimburse
        itself for any expenses reimbursable to it pursuant to Section
        10.01(c);

       

      (v) to
        pay to
        the applicable Person, with respect to each Mortgage Loan or REO Property
        acquired in respect thereof that has been repurchased by such Person 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) to
        pay to
        itself income earned on the investment of funds deposited in the Collection
        Account;

       

      (vii) to
        make
        payments to the Trustee for deposit into the Certificate Account in the amounts
        and in the manner provided for in Section 4.01(c);

       

      (viii) to
        make
        distributions of any Retained Interest to the Retained Interest Holder on
        each
        Distribution Date (other than any Retained Interest not deposited into the
        Collection Account in accordance with Section 4.01(d)(iii));

       

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

       

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

       

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

       

      (xii) to
        reimburse the Trustee and a successor Master Servicer (solely in its capacity
        as
        successor Master Servicer), for any fee or advance occasioned by a termination
        of the Master Servicer, and the assumption of such duties by the 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 successor Master Servicer or the Trustee thereto shall be prior
        to
        the rights of the Certificateholders;

       

      (xiii) 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; and

       

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

       


      
        
          
          

        

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

       

      In
        connection with withdrawals pursuant to subclauses (i), (iii), (iv) and (vi)
        above, the Master Servicer’s or Servicer’s entitlement thereto is limited to
        collections or other recoveries on the related Mortgage Loan, except as provided
        herein. 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
        subclauses (i), (iii), (iv) and (vi) above.

       

      Section
        4.03. Reports
        to Certificateholders.

       

      (a) On
        each
        Distribution Date on or prior to a Section 7.01(c) Purchase Event or a Trust
        Fund Termination Event, the Trustee shall prepare (based on information provided
        by the Master Servicer (other than item (xvi) below, which shall be determined
        solely by the Trustee)) and shall make available to each Certificateholder
        and
        each Rating Agency a report (the “Distribution Date Statement”), setting forth
        the following information (on the basis of Mortgage Loan level information
        obtained from the Master Servicer (other than with respect to item (xviii)
        below)):

       

      (i) the
        aggregate amount of the distribution to be made on such Distribution Date
        to the
        Holders of each Class of Certificates, other than any Class of Notional
        Certificates, and in respect of any Component, to the extent applicable,
        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 the Mortgage Pool;

       

      (ii) the
        aggregate amount of the distribution to be made on such Distribution Date
        to the
        Holders of each Class of Certificates, other than the Principal-Only
        Certificates, and in respect of any Component, allocable to interest, including
        any Accrual Amount added to the Class Principal Amount of any Class of Accrual
        Certificates;

       

      (iii) the
        amount, if any, of any distribution to the Holders of a Residual
        Certificate;

       

      (iv) for
        each
        Collateral Group 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 or on behalf of the Master
        Servicer or a Servicer (or the Trustee solely in its capacity as successor
        Master Servicer) with respect to such Distribution Date, (B) the aggregate
        amount of such Advances actually made, and (C) the amount, if any, by which
        (A) above exceeds (B) above;

       


      
        
          
          

        

        
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      (v) the
        Aggregate Principal Balance of the Mortgage Loans and the Non-AP Pool Balance
        of
        the Mortgage Pool for such Distribution Date, 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, and the Component Principal Amount or Component Notional
        Amount, as applicable, of each Component as of such Distribution Date after
        giving effect to payments allocated to principal reported under clause (i)
        above
        (and to the addition of any Accrual Amount in the case of any Class of Accrual
        Certificates), separately identifying any reduction of any of the foregoing
        Certificate Principal Amounts, Component Principal Amounts or Component Notional
        Amounts due to Realized Losses;

       

      (vii) for
        each
        Collateral Group and in the aggregate, any Realized Losses realized with
        respect
        to the Mortgage Loans (x) in the applicable Prepayment Period and (y) in
        the
        aggregate since the Cut-off Date, stating separately the amount of Special
        Hazard Losses, Fraud Losses and Bankruptcy Losses and the aggregate amount
        of
        such Realized Losses, and the remaining Special Hazard Loss Amount, Fraud
        Loss
        Amount and Bankruptcy Loss Amount;

       

      (viii) the
        amount of the Master Servicing Fees and Servicing Fees paid during the Due
        Period to which such distribution relates;

       

      (ix) the
        number and aggregate outstanding principal balance of Mortgage Loans, as
        reported to the Trustee by the Master Servicer, (a) remaining outstanding,
        (b) delinquent 30 to 59 days, (c) delinquent 60 to 89 days,
        (d) delinquent 90 or more days, (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 before the month in which
        that
        Distribution Date occurs, (f) in bankruptcy, (g) that are REO
        Properties, (h) that are Charged-off Loans and (i) that are Released
        Mortgage Loans (the information in this item (ix) will be calculated using
        the
        MBA delinquency method);

       

      (x) the
        deemed principal balance of each 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 any Mortgage Loan that became an REO Property during the preceding
        calendar month, the principal balance of such Mortgage Loan and the number
        of
        such Mortgage Loans 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;

       


      
        
          
          

        

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

       

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

       

      (xiv) the
        Certificate Interest Rate or Component Interest Rate applicable to such
        Distribution Date with respect to each Class of Certificates and each Component,
        respectively;

       

      (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) 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;

       

      (xvii) the
        amounts of any Class P1 Distributable Amount allocated to the Class P1
        Certificates and Class P2 Distributable Amount allocated to the Class P2
        Certificates for that Distribution Date;

       

      In
        addition to the information listed above, for every year in which the Depositor
        is subject to Exchange Act reporting with respect to the Certificates, such
        Distribution Date Statement shall also include, to the extent that the Trustee
        shall have received any such information from the Depositor, the Sponsor,
        the
        Master Servicer or the Servicer, as applicable, no later than four Business
        Days
        prior to the related Distribution Date, 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,
other
        than those data elements specified in Item 1121(a)(11), (12) and (14) for
        as
        long as reports on Form 10-D are required to be filed by the Trustee pursuant
        to
        Section 6.20.

       

      In
        the
        case of information furnished pursuant to subclauses (i), (ii) and (vii)
        above,
        the amounts shall be expressed as a dollar amount per $1,000 of original
        principal amount of Certificates.

       

      On
        any
        Distribution Date after the occurrence of a Section 7.01(c) Purchase Event,
        the
        information required by subclauses (i), (iii), (iv), (v), (vii), (viii),
        (ix),
        (x), (xi), (xii) and (xvi) shall be provided to the Holder of the LT-R
        Certificate and the LTURI Holder with regard to the Lower Tier REMIC I
        Uncertificated Regular Interests in lieu of the Certificates.

       


      
        
          
          

        

        
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      The
        Trustee shall make such report and any additional loan level information
        (and,
        at its option, any additional files containing the same information in an
        alternative format) available each month to the Certificateholders and the
        Rating Agencies via the Trustee’s internet website. The Trustee’s internet
        website shall initially be located at “www.ctslink.com.”
        Assistance in using the website can be obtained by calling the Trustee’s
        customer service desk at 1-866-846-4526. 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
        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 attached hereto as Exhibit V or in such other format
        mutually 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 set forth in Section 9.23(b)) In preparing or furnishing
        Mortgage Loan data to the Trustee, the Master Servicer shall be entitled
        to rely
        conclusively on the accuracy of the information or data regarding the Mortgage
        Loans and the related REO Property that has been provided to the Master Servicer
        by each Servicer, and the Master Servicer shall not be obligated to verify,
        recompute, reconcile or recalculate any such information or data. The Master
        Servicer shall be entitled to conclusively rely on the Mortgage Loan data
        provided by each Servicer and shall have no liability for any errors in such
        Mortgage Loan data. In preparing or furnishing the foregoing information
        to the
        Certificateholders, the Trustee shall be entitled to rely conclusively on
        the
        accuracy and completeness of the information and data regarding the Mortgage
        Loans and the related REO Property, that has been provided to the Trustee
        by the
        Master Servicer and shall have no liability for any errors or omissions in
        such
        Mortgage Loan data. 

       

      (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, (or, to the extent that such information
        or
        documentation is not required to be provided by a Servicer under the applicable
        Servicing Agreement, shall use reasonable efforts to obtain such information
        and
        documentation from such Servicer, and provide) to 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 investment in the Certificates;
        provided,
        however,
        that
        the Master Servicer shall be entitled to be reimbursed by such Certificateholder
        for such Master Servicer’s 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 make available to each Person
        who at any time during the calendar year was a Certificateholder of record,
        a
        report summarizing the items provided to 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. 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 available to the Master Servicer
        pursuant to this Agreement and each Servicing Agreement) as is necessary
        for the
        Trustee to prepare such reports (and the Trustee may rely solely upon such
        information).

       


      
        
          
          

        

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

       

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

       

      Section
        4.04. Certificate
        Account.

       

      (a) The
        Trustee shall establish and maintain in its name, as Trustee, a trust account
        (the “Certificate Account”), entitled “Certificate Account, Wells Fargo Bank,
        N.A., as Trustee, in trust for the benefit of the Holders of Lehman Mortgage
        Trust Mortgage Pass-Through Certificates, Series 2007-9” until disbursed
        pursuant to the terms of this Agreement. The Certificate Account shall be
        an
        Eligible Account. 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 30 calendar days and transfer all funds 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.

       

      (b) The
        Trustee shall 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. 

       

      (c) The
        Trustee shall make withdrawals from the Certificate Account only for the
        following purposes:

       

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

       

      (ii) to
        pay
        itself any investment income earned with respect to funds in the Certificate
        Account invested in Eligible Investments as set forth in subsection (d) below,
        and to make payments to itself or the Custodians prior to making distributions
        pursuant to Section 5.02 for any expenses or other indemnification owing
        to the
        Trustee and others pursuant to any provision of this Agreement or the Custodial
        Agreements;

       


      
        
          
          

        

        
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      (iii) to
        make
        payments of the Master Servicing Fee (to the extent not already withheld
        or
        withdrawn from the Collection Account by the Master Servicer) to the Master
        Servicer;

       

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

       

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

       

      (d) 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 or its affiliates described in
        paragraph (viii) of the definition thereof). 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 for the Trustee and shall be subject to its withdrawal on order
        from time to time. The amount of any losses incurred in respect of any such
        investments shall be paid by the Trustee for deposit in the Certificate Account
        out of its own funds, without any right of reimbursement therefor, immediately
        as realized. Funds held in the Certificate Account that are not invested
        shall
        be held uninvested.

       

      ARTICLE
        V

       

      DISTRIBUTIONS
        TO HOLDERS OF CERTIFICATES

       

      Section
        5.01. Distributions
        Generally.

       

      (a) Subject
        to Section 7.01 respecting (a) the final distribution on the Certificates
        and
        (b) distributions on the Lower Tier REMIC I Uncertificated Regular Interests,
        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 applicable 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 distribution of principal of any
        of the
        Certificates, each Residual Certificate will remain outstanding until the
        termination of each related REMIC and the payment in full of all other amounts
        due with respect to such Residual Certificate and at such time such final
        payment in retirement of any such Residual Certificate will be made only
        upon
        presentation and surrender of such Certificate at the Corporate Trust Office
        of
        the Trustee. If any payment required to be made on the Certificates or the
        Lower
        Tier REMIC I Uncertificated Regular Interests is to be made on a day that
        is not
        a Business Day, then such payment will be made on the next succeeding Business
        Day. 

       


      
        
          
          

        

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

       

      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 Available Distribution Amount
        with respect to each Collateral Group, and shall distribute such amount to
        the
        Holders of record of each Class of Certificates, in the following order of
        priority:

       

      (i) from
        the
        Available Distribution Amount for each Collateral Group, to payment of Accrued
        Certificate Interest on each Class of Senior Certificates (other than the
        Principal-Only Certificates) and any interest bearing Component relating
        to such
        Collateral Group (reduced, in each case, by any Net Prepayment Interest
        Shortfalls relating to such Collateral Group allocated to that Class of
        Certificates or component thereof on that Distribution Date, as described
        herein); provided,
        however,
        that
        any shortfall in available amounts for that Collateral Group shall be allocated
        among the related Classes of Senior Certificates and any such component related
        to that Collateral Group in proportion to the amount of such interest (as
        so
        reduced) that would otherwise be distributable thereon; 

       

      (ii) from
        the
        Available Distribution Amount for each Collateral Group, to payment of any
        outstanding Interest Shortfalls on each Class of Senior Certificates (other
        than
        the Principal-Only Certificates) and any interest-bearing Component thereof
        relating to that Collateral Group; provided,
        however,
        that any
        shortfall in available amounts for that Collateral Group shall be allocated
        among the related Classes of Senior Certificates and any such component related
        to that Collateral Group in proportion to the amount of such interest (as
        so
        reduced) that would otherwise be distributable thereon; 

       

      (iii) from
        the
        remaining Available Distribution Amount for each Collateral Group to the
        Senior
        Certificates (other than any related Notional Certificates) as set forth
        in the
        Senior Principal Priorities attached as Exhibit O hereto;

       

      (iv) to
        the
        Class AP Certificates, to the extent of the remaining Available Distribution
        Amount for all Collateral Groups (other than Collateral Group P), the AP
        Deferred Amount for such Distribution Date; provided,
        however,
        that (x)
        distributions pursuant to this priority (iv) shall not exceed the aggregate
        of
        the Subordinate Principal Distribution Amounts for all Collateral Groups
        (other
        than Collateral Group P) for such date; and (y) such amounts will not reduce
        the
        Class Principal Amount of the Class AP Certificates;

       


      
        
          
          

        

        
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      (v) from
        the
        remaining Available Distribution Amounts for Collateral Groups 1 and 2, to
        the
        Subordinate Certificates, subject to the prior distribution of amounts pursuant
        to Section 5.02(f), in the following order of priority:

       

      (A) to
        the
        Class B1 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (B) to
        the
        Class B1 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (C) to
        the
        Class B1 Certificates, in reduction of the Class Principal Amount thereof,
        such
        Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
        Amount for each such Collateral Group on such Distribution Date, except as
        provided in Section 5.02(d), until the Class Principal Amount thereof has
        been
        reduced to zero;

       

      (D) to
        the
        Class B2 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (E) to
        the
        Class B2 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (F) to
        the
        Class 2B2 Certificates, in reduction of the Class Principal Amount thereof,
        such
        Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
        Amount for each such Collateral Group on such Distribution Date, except as
        provided in Section 5.02(d), until the Class Principal Amount thereof has
        been
        reduced to zero;

       

      (G) to
        the
        Class B3 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (H) to
        the
        Class B3 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (I) to
        the
        Class B3 Certificates, in reduction of the Class Principal Amount thereof,
        such
        Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
        Amount for each such Collateral Group on such Distribution Date, except as
        provided in Section 5.02(d), until the Class Principal Amount thereof has
        been
        reduced to zero;

       

      (J) to
        the
        Class B4 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       


      
        
          
          

        

        
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      (K) to
        the
        Class B4 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (L) to
        the
        Class B4 Certificates, in reduction of the Class Principal Amount thereof,
        such
        Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
        Amount for each such Collateral Group on such Distribution Date, except as
        provided in Section 5.02(d), until the Class Principal Amount thereof has
        been
        reduced to zero;

       

      (M) to
        the
        Class B5 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (N) to
        the
        Class B5 Certificates, any Interest Shortfall for such Class on such
        Distribution Date;

       

      (O) to
        the
        Class B5 Certificates, in reduction of the Class Principal Amount thereof,
        such
        Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
        Amount for each such Collateral Group on such Distribution Date, except as
        provided in Section 5.02(d), until the Class Principal Amount thereof has
        been
        reduced to zero;

       

      (P) to
        the
        Class B6 Certificates, the Accrued Certificate Interest thereon for such
        Distribution Date, as reduced by such Class’s allocable share of any Net
        Prepayment Interest Shortfalls for such Distribution Date;

       

      (Q) to
        the
        Class B6 Certificates, any Interest Shortfall for such Class on such
        Distribution Date; and

       

      (R) to
        the
        Class B6 Certificates, in reduction of the Class Principal Amount thereof,
        such
        Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
        Amount for each such Collateral Group on Distribution Date, except as provided
        in Section 5.02(d), until the Class Principal Amount thereof has been reduced
        to
        zero; and

       

      (b) Net
        Prepayment Interest Shortfalls for each Collateral Group shall be allocated
        among the Senior Certificates related to such Collateral Group (including
        any
        interest-bearing Component thereof and excluding the Principal-Only
        Certificates) and the Subordinate Certificates pro
        rata
        based on
        (i) in the case of the related Non-AP Senior Certificates (and any such
        Component), the Accrued Certificate Interest otherwise distributable thereon,
        and (ii) in the case of the Subordinate Certificates, interest accrued on
        the
        related Apportioned Principal Balances.

       


      
        
          
          

        

        
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      (c) After
        the
        applicable Credit Support Depletion Date, the Senior Distribution Amount
        with
        respect to each Collateral Group (other than Collateral Group PO) remaining
        after distribution of interest to the related Non-AP Senior Certificates
        on such
        date shall be distributed among the related Classes of Senior Certificates
        proportionately, on the basis of their respective Class Principal Amounts
        immediately prior to such Distribution Date, regardless of the priorities
        and
        amounts set forth in Section 5.02(a)(iii).

       

      (d) With
        respect to each Class of Subordinate Certificates (other than the Class B1
        Certificates), if on any Distribution Date the Credit Support Percentage
        for
        that Class is less than the Original Credit Support Percentage for such Class,
        then, notwithstanding anything to the contrary in Section 5.02(a), no
        distribution of amounts described in clauses (ii) and (iii) of the definition
        of
        the Subordinate Principal Distribution Amount will be made to any Subordinate
        Certificates of lower priority. Any such amounts will be distributed
        proportionately to such Class of Subordinate Certificates entitled to
        distributions in respect such clauses (ii) and (iii) of the definition of
        Subordinate Principal Distribution Amount on such date. Any amount not
        distributed in respect of any Class on any Distribution Date pursuant to
        the
        immediately preceding paragraph shall be allocated among the remaining Classes
        of related Subordinate Certificates in proportion to their respective Class
        Principal Amounts.

       

      (e) On
        each
        Distribution Date, the Trustee shall distribute to the Holder of the Class
        R
        Certificate any amounts remaining in REMIC III for such Distribution Date
        after
        application of all amounts described in paragraph (a) of this Section 5.02.
        Any
        distributions pursuant to this paragraph (e) shall not reduce the Class
        Principal Amount of the Class R Certificate.

       

      (f) On
        each
        Distribution Date prior to the Credit Support Depletion Date but after the
        date
        on which the total Certificate Principal Amount of the Non-AP Senior Certificate
        or Certificates relating to either of Collateral Groups 1 or 2 have been
        reduced
        to zero, amounts otherwise distributable as principal on each Class of
        Subordinate Certificates pursuant to Section 5.02(a)(v), in reverse order
        of
        priority, in respect of such Class’s Subordinate Class Percentage of the
        Subordinate Principal Distribution Amount for the Collateral Group relating
        to
        such retired Certificates, shall be distributed as principal to such Non-AP
        Senior Certificates remaining outstanding pursuant to Section 5.02(a)(iii)
        until
        the Class Principal Amounts thereof have been reduced to zero, provided
        that on
        such Distribution Date (a) the Aggregate Subordinate Percentage for Collateral
        Groups 1 and 2 for such Distribution Date is less than 200% of such Subordinate
        Percentage as of the Cut-off Date or (b) the average outstanding principal
        balance of the Mortgage Loans in any of Collateral Groups 1 and 2 that are
        delinquent 60 days or more for the last six months (including for this purpose
        any REO Property or Mortgage Loans in foreclosure or bankruptcy and the
        Scheduled Payments that would have been due on Mortgage Loans with respect
        to
        which the related Mortgaged Property has been acquired by the Trust Fund
        if the
        related Mortgage Loan had remained in existence) as a percentage of the related
        Group Subordinate Amount is greater than or equal to 50%.

       


      
        
          
          

        

        
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      (g) On
        each
        Distribution Date on which the Class Principal Amounts of the Non-AP Senior
        Certificates relating to one Collateral Group has been reduced to zero, any
        amounts distributable pursuant to Sections 5.02(f) will be allocated, as
        to each
        applicable Class of Subordinate Certificates, in proportion to such Class’s
        Subordinate Class Percentage of the Subordinate Principal Distribution Amount
        for the Collateral Group relating to each such retired Senior Certificate.
        On
        each Distribution Date on which the Non-AP Senior Certificates for one or
        more
        Collateral Groups remain outstanding, any amounts distributable pursuant
        to
        Sections 5.02(f) will be distributed in proportion to the aggregate Certificate
        Principal Amount of such Certificates relating to each such Collateral
        Group.

       

      (h) (A) On
        any Distribution Date on which any Non-AP Senior Certificate or Certificates
        relating to either of Collateral Groups 1 or 2 constitute an Undercollateralized
        Class or Classes, all amounts otherwise distributable as principal on the
        Subordinate Certificates, in reverse order of priority (other than amounts
        necessary to pay any related AP Deferred Amounts or unpaid Interest Shortfalls)
        (or, following the applicable Credit Support Depletion Date, such other amounts
        described in the immediately following sentence), will be distributed as
        principal to such Undercollateralized Class or Classes pursuant to Section
        5.02(a)(iii), until the total Class Principal Amount of the Undercollateralized
        Class or Classes equals the Non-AP Pool Balance of the related Collateral
        Group,
        (such distribution, an “Undercollateralization Distribution”). In the event that
        any Non-AP Senior Certificate or Certificates relating to Collateral Groups
        1 or
        2 constitute an Undercollateralized Class or Classes on any Distribution
        Date
        following the Credit Support Depletion Date, related Undercollateralization
        Distributions will be made from any Available Distribution Amount for such
        Collateral Group or Groups not related to an Undercollateralized Class or
        Classes remaining after all required amounts have been distributed to the
        Non-AP
        Senior Certificates related to such other Collateral Groups. In addition,
        the
        amount of any unpaid Interest Shortfalls with respect to an Undercollateralized
        Class on any Distribution Date (including any Interest Shortfalls for such
        Distribution Date) will be distributed to such Undercollateralized Class
        or
        Classes prior to the payment of any related Undercollateralization Distributions
        from amounts otherwise distributable as principal on the Subordinate
        Certificates, in reverse order of priority (or, following the Credit Support
        Depletion Date, as provided in the preceding sentence).

       

      (B) If
        on any Distribution Date the Non-AP Senior Certificates relating to more
        than
        one Collateral Group are Undercollateralized Classes, the distribution described
        in paragraph (A) above will be made in proportion to the amount by which
        the
        total Class Principal Amount of the Non-AP Senior Certificate or Certificates
        relating to each such Collateral Group, after giving effect to distributions
        pursuant to Section 5.02(a) on such Distribution Date, exceeds the Non-AP
        Pool
        Balance for the related Collateral Group for such Distribution
        Date.

       

      (i) On
        each
        Distribution Date occurring after a Section 7.01(c) Purchase Event but on
        or
        prior to a Trust Fund Termination Event, the Trustee (or the Paying Agent
        on
        behalf of the Trustee), shall withdraw from the Certificate Account the
        Available Distribution Amount (to the extent such amount is on deposit in
        the
        Certificate Account), and shall allocate such amount to the interests issued
        in
        respect of the Lower Tier REMIC 1 Uncertificated Regular Interests created
        pursuant to this Agreement and shall distribute such amount first, to the
        Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
        previously reimbursed to the Trustee, second, to the LTURI-holder, any remaining
        Available Distribution Amount to the extent payable on the Lower Tier REMIC
        1
        Uncertificated Regular Interests as provided in the Preliminary Statement,
        and
        third, to the Class LT-R Certificates.

       


      
        
          
          

        

        
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      (j) On
        each
        Distribution Date, the Trustee shall distribute the Class P1 Distributable
        Amount for such date to the Holder of the Class P1 Certificates and the Class
        P2
        Distributable Amount for such date to the Holder of the Class P2
        Certificates.

       

      Section
        5.03. Allocation
        of Realized Losses.

       

      (a) On
        any
        Distribution Date, (i) the related Applicable Fraction of the principal portion
        of each Realized Loss in respect of a Mortgage Loan in Collateral Group PO
        will
        be allocated to and reduce the Certificate Principal Amounts of the Class
        AP
        Certificates, until the Certificate Principal Amounts thereof has been reduced
        to zero; and (ii) the related Applicable Fraction of the principal portion
        of
        each Realized Loss (other than any Excess Loss) in respect of a Mortgage
        Loan,
        shall be allocated in the following order of priority:

       

      first,
        to the
        Class B6 Certificates, in reduction of their Class Principal Amount, until
        the
        Class Principal Amount thereof has been reduced to zero;

       

      second,
        to the
        Class B5 Certificates, in reduction of their Class Principal Amount, until
        the
        Class Principal Amount thereof has been reduced to zero;

       

      third,
        to the
        Class B4 Certificates, in reduction of their Class Principal Amount, until
        the
        Class Principal Amount thereof has been reduced to zero;

       

      fourth,
        to the
        Class B3 Certificates, in reduction of their Class Principal Amount, until
        the
        Class Principal Amount thereof has been reduced to zero; 

       

      fifth,
        to the
        Class B2 Certificates, in reduction of their Class Principal Amount, until
        the
        Class Principal Amount thereof has been reduced to zero;

       

      sixth,
        to the
        Class B1 Certificates, in reduction of their Class Principal Amount, until
        the
        Class Principal Amount thereof has been reduced to zero; and

       

      seventh,
        to the
        related Classes of Non-AP Senior Certificates, pro
        rata,
        in
        accordance with their respective Class Principal Amounts
        provided,
        however,
        that
        any Realized Loss allocated (1) to the Class 1-A1 Certificates shall instead
        be
        allocated to the Class 1-A2 Certificates until the Class Principal Amount
        thereof has been reduced to zero and (2) to the Class 2-A4 and Class 2-A6
        Certificates shall instead be allocated to the Class 2-A3 Certificates until
        the
        Class Principal Amount thereof has been reduced to zero.

       

      In
        addition, any Realized Loss (including any Excess Loss) allocated to an Exchange
        Class shall be proportionately allocated to the related Exchangeable Class
        or
        Classes.

       


      
        
          
          

        

        
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      (b) With
        respect to any Distribution Date, the related Applicable Fraction of the
        principal portion of any Excess Loss in respect of a Mortgage Loan in any
        Collateral Group shall be allocated, pro
        rata,
        to the
        related Subordinate Certificates and related Non-AP Senior Certificate or
        Certificates on the basis of the Apportioned Principal Balances of the Classes
        of Subordinate Certificates and Class Principal Amounts of the related Non-AP
        Senior Certificates (and in the same manner as specified in clause seventh
        of
        subsection (a).

       

      (c) Any
        Realized Losses allocated to a Class of Certificates pursuant to Section
        5.03(a)
        shall be allocated among the Certificates of such Class in proportion to
        their
        respective Certificate Principal Amounts. Any allocation of Realized Losses
        pursuant to this paragraph (c) shall be accomplished by reducing the Certificate
        Principal Amounts of the related Certificates on the related Distribution
        Date
        in accordance with Section 5.03(d). Realized Losses allocated to any Accrual
        Certificates will be allocated on the basis of the lesser of their original
        Class Principal Amount and their current Class Principal Amount.

       

      (d) Realized
        Losses allocated in accordance with this Section 5.03 shall be allocated
        on the
        Distribution Date in the month following the month in which such loss was
        incurred and, in the case of the principal portion thereof, after giving
        effect
        to distributions made on such Distribution Date, except that the aggregate
        amount of Realized Losses to be allocated to the Class AP Certificates on
        such
        Distribution Date will be taken into account in determining distributions
        in
        respect of any related AP Deferred Amount for such date.

       

      (e) On
        each
        Distribution Date, the Subordinate Certificate Writedown Amount for such
        date
        shall effect a corresponding reduction in the Class Principal Amount of the
        lowest ranking Class of outstanding related Subordinate Certificates, which
        reduction shall occur on such Distribution Date after giving effect to
        distributions made on such Distribution Date.

       

      Section
        5.04. Advances
        by the Master Servicer and the Trustee.

       

      (a) Advances
        shall be made in respect of each Master Servicer Remittance Date as provided
        herein. If, on any Determination Date, the Master Servicer determines that
        any
        Scheduled Payments (or in the case of Simple Interest Mortgage Loans, the
        amount
        of any scheduled interest payments) due during the related Due Period (other
        than Balloon Payments) have not been received, the Master Servicer shall,
        or
        cause the applicable Servicer to, advance such amount on the Master Servicer
        Remittance Date immediately following such Determination Date, less an amount,
        if any, to be set forth in an Officer’s Certificate to be delivered to the
        Trustee on such Determination Date, which if advanced the Master Servicer
        or the
        applicable Servicer has determined would not be recoverable from amounts
        received with respect to such Mortgage Loan, including late payments,
        Liquidation Proceeds, Insurance Proceeds or otherwise. If the Master Servicer
        determines that an Advance is required, it shall on the Master Servicer
        Remittance Date immediately following such Determination Date either (i)
        remit
        to the Trustee from its own funds (or funds advanced by the applicable Servicer)
        for deposit in the Certificate Account immediately available funds in an
        amount
        equal to such Advance, (ii) cause to be made an appropriate entry in the
        records
        of the Collection Account that funds in such account being held for future
        distribution or withdrawal have been, as permitted by this Section 5.04,
        used by
        the Master Servicer to make such Advance, and remit such immediately available
        funds to the Trustee for deposit in the Certificate Account or (iii) make
        Advances in the form of any combination of clauses (i) and (ii) aggregating
        the
        amount of such Advance. Any funds being held in the Collection Account for
        future distribution to Certificateholders and so used shall be replaced by
        the
        Master Servicer from its own funds by remittance to the Trustee for deposit
        in
        the Certificate Account on or before any future Master Servicer Remittance
        Date
        to the extent that funds in the Certificate Account on such Master Servicer
        Remittance Date shall be less than payments to Certificateholders required
        to be
        made on the related Distribution Date. 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. The Master Servicer and each
        Servicer shall be entitled to be reimbursed from the Collection Account for
        all
        Advances made by it as provided in Section 4.02.

       


      
        
          
          

        

        
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      (b) In
        the
        event that the Master Servicer fails for any reason to make an Advance required
        to be made pursuant to this Section 5.04, 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 that
        would
        have been deposited in such Certificate Account over (b) the amount of any
        Advance made by the Master Servicer and Servicers 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 Available Distribution
        Amount.

       

      


       


      
        
          
          

        

        
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      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, 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 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 its 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 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 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.

       

      (c) The
        Trustee shall not have any liability arising out of or in connection with
        this
        Agreement, except for its negligence or willful misconduct. No provision
        of this
        Agreement shall be construed to relieve the Trustee from liability for its
        own
        negligent action, its own negligent failure to act or its own willful
        misconduct; provided,
        however,
        that:

       

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

       

      (ii) For
        all
        purposes under this Agreement, the Trustee shall not be deemed to have notice
        of
        any Event of Default unless a Responsible Officer of the Trustee has actual
        knowledge thereof or unless written notice of any event which is in fact
        such a
        default is received by the Trustee at the address provided in Section 11.07,
        and
        such notice references the Holders of the Certificates and this
        Agreement;

       


      
        
          
          

        

        
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      (iii) 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 (i) remit funds (or make Advances) when required to do so or (ii) 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 its
        Corporate Trust Office, and such notice references the Holders of the
        Certificates and this Agreement;

       

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

       

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

       

      (d) The
        Trustee shall have no duty hereunder with respect to any complaint, claim,
        demand, notice or other document it may receive or which may be alleged to
        have
        been delivered to or served upon it by the parties as a consequence of the
        assignment of any Mortgage Loan hereunder; provided,
        however,
        that the
        Trustee shall promptly remit to the Master Servicer upon receipt any such
        complaint, claim, demand, notice or other document (i) which is delivered
        to the
        address of the Trustee provided in Section 11.07 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 the Certificateholders of any Class holding Certificates
        which
        evidence, as to such Class, Percentage Interests aggregating not less than
        25%
        as to the time, method and place of conducting any proceeding for any remedy
        available to the Trustee or exercising any trust or power conferred upon
        the
        Trustee under this Agreement.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      (j) Notwithstanding
        anything in this Agreement to the contrary, neither the Trustee nor any Paying
        Agent shall be liable for special, indirect or consequential losses or damages
        of any kind whatsoever (including, but not limited to, lost profits), even
        if
        the Trustee or such Paying Agent, as applicable, has been advised of the
        likelihood of such loss or damage and regardless of the form of
        action.

       

      (k) For
        so
        long as the Depositor is subject to the Exchange Act reporting with respect
        to
        the Certificates, 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 for
        which
        the Trustee does not elect to take responsibility for assessing compliance
        with
        the Servicing Criteria in accordance with Regulation AB Telephone Interpretation
        17.06.

       


      
        
          
          

        

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

       

      Section
        6.02. Certain
        Matters Affecting the Trustee. 

       

      Except
        as
        otherwise provided in Section 6.01:

       

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

       

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

       

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

       

      (d) Unless
        an
        Event of Default shall have occurred and be continuing, the Trustee shall
        not be
        bound to make any investigation into the facts or matters stated in any
        resolution, certificate, statement, instrument, opinion, report, notice,
        request, consent, order, approval, bond or other paper or document (provided
        the
        same appears regular on its face), unless requested in writing to do so by
        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 the Certificateholders 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;

       

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

       

      (f) The
        Trustee shall not be under any obligation to exercise any of the trusts or
        powers vested in it by this Agreement or to institute, conduct or defend
        any
        litigation hereunder or in relation hereto, in each case at the request,
        order
        or direction of any of the Certificateholders pursuant to the provisions
        of this
        Agreement, unless such Certificateholders 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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      (g) The
        right
        of the Trustee to perform any discretionary act enumerated in this Agreement
        shall not be construed as a duty, and the Trustee shall not be answerable
        for
        other than its negligence or willful misconduct in the performance of such
        act;
        and

       

      (h) The
        Trustee shall not be required to give any bond or surety in respect of the
        execution of the Trust Fund 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 Exchange Trust Agreement or the Certificates (other than the
        certificate of authentication on the Certificates) or the Lower Tier REMIC
        1
        Uncertificated Regular Interests, or of any Mortgage Loan, or related document
        save that the Trustee represents that, assuming due execution and delivery
        by
        the other parties hereto, this Agreement has been duly authorized, executed
        and
        delivered by it and constitutes its valid and binding obligation, enforceable
        against it in accordance with its terms except that such enforceability may
        be
        subject to (A) applicable bankruptcy and insolvency laws and other similar
        laws
        affecting the enforcement of the rights of creditors generally, and (B) general
        principles of equity regardless of whether such enforcement is considered
        in a
        proceeding in equity or at law. The Trustee shall not be accountable for
        the use
        or application by the Depositor of funds paid to the Depositor in consideration
        of the assignment of the Mortgage Loans to the Trust Fund by the Depositor
        or
        for the use or application of any funds deposited into the 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 or the validity, priority,
        perfection or sufficiency of the security for the Certificates or the Lower
        Tier
        REMIC 1 Uncertificated Regular Interests issued or intended to be issued
        hereunder. 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 addition, the Trustee (i) may not be an originator
        of
        Mortgage Loans, the Master Servicer, a Servicer, the Depositor or an affiliate
        of the Depositor unless the Trustee is in an institutional trust department
        of
        the Trustee, (ii) must be authorized to exercise corporate trust powers under
        the laws of its jurisdiction of organization and (iii) must be rated at least
        “A/F1” by Fitch, if Fitch is a Rating Agency that has rated the Trustee, and
“A-1” by S&P, if S&P is a Rating Agency that has rated the Trustee, or
        the equivalent rating by Moody’s. In case at any time the Trustee shall cease to
        be eligible in accordance with provisions of this Section, the Trustee shall
        resign immediately in the manner and with the effect specified in Section
        6.06.

       


      
        
          
          

        

        
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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 and the Master Servicer.
        Upon
        receiving such notice of resignation, the Depositor will promptly appoint
        a
        successor trustee, one copy of which instrument shall be delivered to the
        resigning Trustee, one copy to the successor trustee and one copy to the
        Master
        Servicer. 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, (ii) the Trustee shall become incapable of acting,
        or
        shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee of
        its
        property shall be appointed, or any public officer shall take charge or control
        of the Trustee or of its property or affairs for the purpose of rehabilitation,
        conservation or liquidation, (iii) the Trustee shall fail to observe or perform
        in any material respect any of the covenants or agreements of the Trustee
        contained in this Agreement, including any failure to provide the information,
        reports, assessments or attestations required pursuant to Subsection 9.25(a)
        or
        9.25(b) hereof, (iv) a tax is imposed or threatened with respect to the Trust
        Fund by any state in which the Trustee or the Trust Fund held by the Trustee
        is
        located, (v) the continued use of the Trustee would result in a downgrading
        of
        the rating by any Rating Agency of any Class of Certificates with a rating,
        (vi)
        the Paying Agent shall fail to provide the information required pursuant
        to
        Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace
        the
        Trustee with a successor Trustee, then the Depositor or the Master Servicer
        shall remove the Trustee or the Paying Agent, as applicable, and the Depositor
        shall appoint a successor trustee acceptable to the Master Servicer by written
        instrument, one copy of which instrument shall be delivered to the Trustee
        so
        removed, one copy each to the successor trustee and one copy to the Master
        Servicer.

       


      
        
          
          

        

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

       

      (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
        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 and to its
        predecessor trustee an instrument accepting such appointment hereunder, and
        thereupon the resignation or removal of the predecessor trustee shall become
        effective and such successor trustee without any further act, deed or
        conveyance, shall become fully vested with all the rights, powers, duties
        and
        obligations of its predecessor hereunder, with like effect as if originally
        named as trustee herein. A predecessor trustee shall deliver to the Trustee
        or
        any successor trustee (or assign to the Trustee its interest under the Custodial
        Agreement, to the extent permitted thereunder), all Mortgage Files and documents
        and statements related to each Mortgage File held by it hereunder, and shall
        duly assign, transfer, deliver and pay over to the successor trustee the
        entire
        Trust Fund, together with all necessary instruments of transfer and assignment
        or other documents properly executed necessary to effect such transfer and
        such
        of the records or copies thereof maintained by the predecessor trustee in
        the
        administration hereof as may be requested by the successor trustee and shall
        thereupon be discharged from all duties and responsibilities under this
        Agreement. In addition, the Master Servicer and the predecessor trustee 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
        to
        all Holders of Certificates at their addresses as shown in the Certificate
        Register and to any Rating Agency. The expenses of such mailing shall be
        borne
        by the predecessor trustee.

       

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

       


      
        
          
          

        

        
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      Section
        6.08. Merger
        or Consolidation of Trustee. 

       

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

       

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

       

      (a) Notwithstanding
        any other provisions hereof, at any time, the Trustee, the Depositor or the
        Certificateholders evidencing more than 50% of the Class Principal Amount
        (or
        Percentage Interest) of every Class of Certificates shall
        have the power from time to time to appoint one or more Persons, approved
        by the
        Trustee, 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 hereof shall not be affected or assigned by the
        appointment of a co-trustee. Notwithstanding the foregoing, if such co-custodian
        or co-trustee is determined to be a Servicing Function Participant no such
        co-custodian or co-trustee shall be vested with any powers, rights and remedies
        under this Agreement unless such party has agreed to comply with all Regulation
        AB requirements set forth under this Agreement or the related Custodial
        Agreement, as applicable.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      (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.

       


      
        
          
          

        

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

       

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

       

      Section
        6.10. Authenticating
        Agents. 

       

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

       

      (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 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 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 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 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 its part, arising out of, or in connection with, the
        acceptance or administration of the trusts created hereunder or in connection
        with the performance of its duties hereunder or under the Exchange Trust
        Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any
        Servicing Agreement or the Custodial Agreements, 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 a
        Responsible Officer of the Trustee shall have knowledge thereof provided
        that the
        failure to provide such prompt written notice shall not affect the Trustee’s
        right to indemnification hereunder;

       

      (ii) while
        maintaining control over its own defense, the Trustee shall cooperate and
        consult fully with the Depositor and the Master Servicer 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 and the Master Servicer, which consent shall
        not
        be unreasonably withheld.

       

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

       

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

       

      Section
        6.12. Fees
        and Expenses of Trustee and Custodian. 

       

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

       


      
        
          
          

        

        
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      Section
        6.13. Collection
        of Monies. 

       

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

       

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

       

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

       

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

       

      (ii) Any
        failure by the Master Servicer to duly perform, within the required time
        period
        and without notice, its obligations to provide any certifications required
        pursuant to Sections 9.25 or 9.26; or

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      (xi) The
        Master Servicer has notice or actual knowledge that any Servicer at any time
        is
        not either a Fannie Mae- or Freddie Mac- approved Seller/Servicer, and the
        Master Servicer has not terminated the rights and obligations of such Servicer
        under the applicable Servicing Agreement and replaced such Servicer with
        a
        Fannie Mae- or Freddie Mac -approved servicer within 60 days of the date
        the
        Master Servicer receives such notice or acquires such actual
        knowledge.

       


      
        
          
          

        

        
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      (xii) After
        receipt of notice from the Trustee, any failure of the Master Servicer to
        deposit into the Certificate Account any payment required to be made for
        the
        benefit of Certificateholders under the terms of this Agreement, including
        any
        Advance, on the Master Servicer Remittance Date immediately preceding the
        related Distribution Date which such failure continues unremedied for a period
        of one Business Day after the date upon which notice of such failure shall
        have
        been given to the Master Servicer by the Trustee.

       

      If
        an
        Event of Default described in clauses (i) through (xi) of this Section shall
        occur, then, in each and every case, subject to applicable law, so long as
        any
        such Event of Default shall not have been remedied within any period of time
        prescribed by this Section, the Trustee, by notice in writing to the Master
        Servicer may, and shall, if so directed by Certificateholders evidencing
        more
        than 50% of the Class Principal Amount of each Class of Certificates, terminate
        all of the rights and obligations of the Master Servicer hereunder and in
        and to
        the Mortgage Loans and the proceeds thereof. If an Event of Default described
        in
        clause (xii) of this Section shall occur, then, in each and every case, subject
        to applicable law, so long as such Event of Default shall not have been remedied
        within the time period prescribed by clause (xii) of this Section 6.14, the
        Trustee, by notice in writing to the Master Servicer, shall promptly terminate
        all of the rights and obligations of the Master Servicer hereunder and in
        and to
        the Mortgage Loans and the proceeds thereof. On or after the receipt by the
        Master Servicer of such written notice, all authority and power of the Master
        Servicer, and only in its capacity as Master Servicer under this Agreement,
        whether with respect to the Mortgage Loans or otherwise, shall pass to and
        be
        vested in the Trustee; provided,
        however,
        the
        parties acknowledge that notwithstanding the preceding sentence there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of the
        Master Servicing obligations to the Trustee. The Trustee is hereby authorized
        and empowered to execute and deliver, on behalf of the defaulting Master
        Servicer as attorney-in-fact or otherwise, any and all documents and other
        instruments, and to do or accomplish all other acts or things necessary or
        appropriate to effect the purposes of such notice of termination, whether
        to
        complete the transfer and endorsement or assignment of the Mortgage Loans
        and
        related documents or otherwise. The defaulting Master Servicer agrees to
        cooperate with the Trustee in effecting the termination of the defaulting
        Master
        Servicer’s responsibilities and rights hereunder as Master Servicer including,
        without limitation, notifying Servicers of the assignment of the master
        servicing function and providing the Trustee or its designee all documents
        and
        records in electronic or other form reasonably requested by it to enable
        the
        Trustee or its designee to assume the defaulting Master Servicer’s functions
        hereunder and the transfer to the Trustee (or its designee) for administration
        by it of all amounts which shall at the time be or should have been deposited
        by
        the defaulting Master Servicer 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 reasonable costs and expenses of a master servicing
        transfer, including but not limited to those of the Trustee reasonably allocable
        to specific employees and overhead, legal fees and expenses, accounting and
        financial consulting fees and expenses, and costs of amending the Agreement,
        if
        necessary.

       

      The
        Trustee shall be entitled to be reimbursed from the Master Servicer (or by
        the
        Trust Fund, if the Master Servicer is unable to fulfill its obligations
        hereunder) for all costs associated with the transfer of 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
        therefore, such reimbursement shall be an expense of the Trust and the Trustee
        shall be entitled to withdraw such reimbursement from amounts on deposit
        in the
        Certificate Account pursuant to Section 4.04; provided
        that the
        terminated Master Servicer shall reimburse the Trust for any such expense
        incurred by the Trust; and provided,
        further,
        that
        the Trustee shall decide whether and to what extent it is in the best interest
        of the Certificateholders to pursue any remedy against any party obligated
        to
        make such reimbursement.

       


      
        
          
          

        

        
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      Notwithstanding
        the termination of its activities as Master Servicer, each terminated Master
        Servicer shall continue to be entitled to reimbursement to the extent provided
        in Section 4.02 to the extent such reimbursement relates to the period prior
        to
        such Master Servicer’s termination.

       

      If
        any
        Event of Default shall occur, the Trustee, upon a Responsible Officer of
        the
        Trustee becoming aware of the occurrence thereof, shall promptly notify each
        Rating Agency of the nature and extent of such Event of Default. The Trustee
        shall immediately give written notice to the Master Servicer upon the Master
        Servicer’s failure to remit funds to the Trustee on the Master Servicer
        Remittance Date.

       

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

       


      
        
          
          

        

        
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      (c) Notwithstanding
        the above, the Trustee may, if it shall be unwilling to continue to so act,
        or
        shall, if it is unable to so act, petition a court of competent jurisdiction
        to
        appoint, or appoint on its own behalf any established housing and home finance
        institution servicer, master servicer, servicing or mortgage servicing
        institution having a net worth of not less than $15,000,000 and meeting such
        other standards for a successor master servicer as are set forth in this
        Agreement, as the successor to such Master Servicer in the assumption of
        all of
        the responsibilities, duties or liabilities of the Master Servicer hereunder.
        Any entity designated by the Trustee as a successor master servicer may be
        an
        Affiliate of the Trustee; provided,
        however,
        that,
        unless such Affiliate meets the net worth requirements and other standards
        set
        forth herein for a successor master servicer, the Trustee, in its individual
        capacity shall agree, at the time of such designation, to be and remain liable
        to the Trust Fund for such Affiliate’s actions and omissions in performing its
        duties hereunder. In connection with such appointment and assumption, the
        Trustee may make such arrangements for the compensation of such successor
        out of
        payments on Mortgage Loans as it and such successor shall agree; provided,
        however,
        that no
        such compensation shall be in excess of that permitted to the Master Servicer
        hereunder. The Trustee and such successor shall take such actions, consistent
        with this Agreement, as shall be necessary to effectuate any such succession
        and
        may make other arrangements with respect to the servicing to be conducted
        hereunder which are not inconsistent herewith. The Master Servicer shall
        cooperate with the Trustee and any successor master servicer in effecting
        the
        termination of the Master Servicer’s responsibilities and rights hereunder
        including, without limitation, notifying Mortgagors of the assignment of
        the
        master servicing functions and providing the Trustee and successor master
        servicer, as applicable, all documents and records in electronic or other
        form
        reasonably requested by it to enable it to assume the Master Servicer’s
        functions hereunder and the transfer to the Trustee or such successor master
        servicer, as applicable, all amounts which shall at the time be or should
        have
        been deposited by the Master Servicer in the Collection Account and any other
        account or fund maintained with respect to the Certificates or the Lower
        Tier
        REMIC 1 Uncertificated Regular Interests or thereafter be received with respect
        to the Mortgage Loans. Neither the Trustee nor any other successor master
        servicer shall be deemed to be in default hereunder by reason of any failure
        to
        make, or any delay in making, any distribution hereunder or any portion thereof
        caused by (i) the failure of the Master Servicer to deliver, or any delay
        in
        delivering, cash, documents or records to it, (ii) the failure of the Master
        Servicer to cooperate as required by this Agreement, (iii) the failure of
        the
        Master Servicer to deliver the Mortgage Loan data to the Trustee as required
        by
        this Agreement or (iv) restrictions imposed by any regulatory authority having
        jurisdiction over the Master Servicer. 

       

      Notwithstanding
        anything herein to the contrary, in no event shall the Trustee be liable
        for any
        Master Servicing Fee or Servicing Fee or for any differential in the amount
        of
        the Master Servicing Fee or Servicing Fee paid hereunder or under the applicable
        Servicing Agreement and the amount necessary to induce any successor master
        servicer or successor servicer to act as successor master servicer or successor
        servicer under this Agreement or the applicable Servicing Agreement and the
        transactions set forth or provided for herein.

       


      
        
          
          

        

        
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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 the Certificateholders (including the
        institution and prosecution of all judicial, administrative and other
        proceedings and the filings of proofs of claim and debt in connection
        therewith). Except as otherwise expressly provided in this Agreement, no
        remedy
        provided for by this Agreement shall be exclusive of any other remedy, and
        each
        and every remedy shall be cumulative and in addition to any other remedy,
        and no
        delay or omission to exercise any right or remedy shall impair any such right
        or
        remedy or shall be deemed to be a waiver of any Event of Default.

       

      Section
        6.16. Waiver
        of Defaults. 

       

      More
        than
        50% of the Aggregate Voting Interests of Certificateholders 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.
        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 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 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 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, unless such Certificateholders 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 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 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.

       

      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. If the Trustee determines
        that
        a state tax return or other return is required, then, at its sole expense,
        the
        Trustee shall prepare and file such state income tax returns and such other
        returns as may be required by applicable law relating to the Trust Fund,
        and, if
        required by state law, and shall file any other documents to the extent required
        by applicable state tax law (to the extent such documents are in the Trustee’s
        possession). The Trustee shall forward copies to the Depositor of all such
        returns and supplemental tax information and such other information within
        the
        Trustee’s control as the Depositor may reasonably request in writing. The
        Trustee shall furnish to each Certificateholder, such forms and such information
        within the control of the Trustee as are required by the Code and the REMIC
        Provisions to be furnished to them (other than any Form 1099s). The Master
        Servicer will indemnify the Trustee for any liability of or assessment against
        the Trustee resulting from any error in any of such tax or information returns
        directly resulting from or arising out of errors in the information provided
        by
        such Master Servicer.

       

      In
        addition, the Trustee shall prepare, sign and file all of the tax returns
        in
        respect of the grantor trusts referred to in Section 11.15. The expenses
        of
        preparing and filing such returns shall be borne by the Trustee without any
        right of reimbursement therefor. 

      


      (b) The
        Trustee shall treat each of the Supplemental Prepayment Trust, if any, and
        the
        grantor trust described in Section 11.15, as a WHFIT that is a WHMT. The
        Trustee
        shall report as required under the WHFIT Regulations to the extent such
        information as is reasonably necessary to enable the Trustee to do so is
        provided to the Trustee on a timely basis. For this purpose, the Trustee
        may
        assume that DTC is the only middleman listed as the registered Holder for
        the
        related Certificates. The Trustee shall not be liable for any tax reporting
        penalties that may arise under the WHFIT Regulations as a result of the
        Depositor incorrectly determining the status of the Supplemental Prepayment
        Trust as a WHFIT.

       


      
        
          
          

        

        
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      The
        Trustee shall report required WHFIT information using the accrual method.
        The
        Trustee shall make available WHFIT information to holders annually. In addition,
        the Trustee shall not be responsible or liable for providing subsequently
        amended, revised or updated information to any holder, unless requested by
        the
        holder.

      


      The
        Trustee shall not be liable for failure to meet the reporting requirements
        of
        the WHFIT Regulations nor for any penalties thereunder if such failure is
        due
        to: (i) the lack of reasonably necessary information being provided to the
        Trustee, (ii) incomplete, inaccurate or untimely information being provided
        to
        the Trustee or (iii) the inability of the Trustee, after good faith efforts,
        to
        alter its existing information reporting systems to capture information
        necessary to fully comply with the WHFIT Regulations for the 2007 calendar
        year.
        Each owner of Certificate representing, in whole or in part, beneficial
        ownership of an interest in a WHFIT, by acceptance of its interest in such
        Certificate, will be deemed to have agreed to provide the Trustee with
        information regarding any sale of such Certificate, including the price,
        amount
        of proceeds and date of sale. Absent receipt of such information, and unless
        informed otherwise by the Depositor, the Trustee may assume there is no
        secondary market trading of WHFIT interests.

      


      To
        the
        extent required by the WHFIT Regulations, the Trustee shall use reasonable
        efforts to publish on an appropriate website the CUSIPs for the Certificates
        that represent ownership of a WHFIT. The CUSIPs so published will represent
        the
        Rule 144A CUSIPs. The Trustee shall make reasonable good faith efforts to
        keep
        the website accurate and updated to the extent CUSIPs have been received.
        Absent
        the receipt of a CUSIP, the Trustee shall use a reasonable identifier number
        in
        lieu of a CUSIP. The Trustee shall not be liable for investor reporting delays
        that result from the receipt of inaccurate or untimely CUSIP
        information

       

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

       

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

       

      (e) Reports
        Filed on Form 10-D.

       


      
        
          
          

        

        
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      (i) Within
        15
        days after each Distribution Date (subject to permitted extensions under
        the
        Exchange Act), the Trustee shall prepare and file on behalf of the Trust
        Fund
        any Form 10-D required by the Exchange Act, in form and substance as required
        by
        the Exchange Act. The Trustee shall file each Form 10-D with a copy of the
        related Distribution Date Statement. 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.

      


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

      


      (iii) After
        preparing the Form 10-D, the Trustee shall forward electronically a copy
        of the
        Form 10-D to the Exchange Act Signing Party for review and approval. If the
        Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
        Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
        distributed to the Depositor for review and approval. The Trustee will make
        available to the Exchange Act Signing Party the monthly statement to
        certificateholders containing the information with respect to exchanges required
        to be included in such report for each Distribution Date and the Exchange
        Act
        Signing Party shall have the right to ask the Trustee reasonable questions
        regarding any information reported in a certificateholder statement regarding
        any exchange. The Exchange Act Signing Party shall have the right to rely
        on any
        such information provided to it by the Trustee. No later than two Business
        Days
        prior to the 15th
        calendar
        day after the related Distribution Date, a duly authorized representative
        of the
        Exchange Act Signing Party shall sign the Form 10-D and return an electronic
        or
        fax copy of such signed Form 10-D (with an original executed hard copy to
        follow
        by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time
        or if
        a previously filed Form 10-D needs to be amended, the Trustee will follow
        the
        procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly
        (but
        no later than one Business Day) after the deadline for filing such report
        with
        the Commission, the Trustee will make available on its internet website a
        final
        executed copy of each Form 10-D prepared and filed by the Trustee. Each party
        to
        this Agreement acknowledges that the performance by the Trustee of its duties
        under this Section 6.20(d) related to the timely preparation and filing of
        Form
        10-D is contingent upon such parties strictly observing all applicable deadlines
        in the performance of their duties under this Section 6.20(d). The Trustee
        shall
        have no liability for any loss, expense, damage, claim arising out of or
        with
        respect to any failure to properly prepare and/or timely file such Form 10-D,
        where such failure results from the Trustee’s inability or failure to obtain or
        receive, on a timely basis, any information from any other party hereto needed
        to prepare, arrange for execution or file such Form 10-D, not resulting from
        its
        own negligence, bad faith or willful misconduct.


      
        
          
          

        

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

      


      (f) Reports
        Filed on Form 10-K.

       

      (i) Within
        90
        days after the end of each fiscal year of the Trust Fund for which the Trust
        Fund is subject to Exchange Act reporting requirements 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-10K in an Edgar-compatible format. Each
        such
        Form 10-K shall include the following items, in each case to the extent they
        have been delivered to the Trustee within the applicable time frames set
        forth
        in this Agreement and in the related Servicing Agreements and Custodial
        Agreement, (A) an annual compliance statement for each Servicer, each Additional
        Servicer and the Master Servicer, as described under Section 9.26 hereof
        and in
        each Servicing Agreement, (B)(I) the annual reports on assessment of compliance
        with servicing criteria for each Servicer, the Custodian, each Additional
        Servicer, the Master Servicer, 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 each Servicing
        Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report
        on assessment of compliance with servicing criteria described under Section
        9.25(a) hereof or in any 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
        any
        Servicing Agreement or Custodial Agreement is not included as an exhibit
        to such
        Form 10-K, disclosure that such report is not included and an explanation
        why
        such report is not included, (C)(I) the registered public accounting firm
        attestation report for each Reporting Servicer, as described under Section
        9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and
        (II)
        if any registered public accounting firm attestation report described under
        Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement
        identifies any material instance of noncompliance, disclosure identifying
        such
        instance of noncompliance, or if any such registered public accounting firm
        attestation report is not included as an exhibit to such Form 10-K, disclosure
        that such report is not included and an explanation why such report is not
        included, and (D) a Sarbanes-Oxley Certification. Any disclosure or information
        in addition to (A) through (D) above that is required to be included on Form
        10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and
        at the direction of the Depositor pursuant to the following paragraph and
        the
        Trustee will have no duty or liability for any failure hereunder to determine
        or
        prepare any Additional Form 10-K Disclosure, except as set forth in the next
        paragraph. 


      
        
          
          

        

        
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      (ii) As
        set
        forth on Exhibit L-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 transaction contemplated hereby shall be required
        to
        provide to the Trustee and the Depositor, to the extent known by a responsible
        officer (or with respect to the Trustee, 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
        L-4,
        and (B) the Depositor will approve, as to form and substance, or disapprove,
        as
        the case may be, the inclusion of the Additional Form 10-K Disclosure on
        Form
        10-K. The Trustee has no duty under this Agreement to monitor or enforce
        the
        performance by the parties listed on Exhibit L-2 of their duties under this
        paragraph or proactively solicit or procure from such parties any Form 10-K
        Disclosure Information. The Sponsor will be responsible for any reasonable
        fees
        and expenses assessed or incurred by the Trustee in connection with including
        any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
        

      


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


      
        
          
          

        

        
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      (iv) Each
        Form
        10-K shall include the Sarbanes-Oxley Certification. The Trustee, 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, 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 P (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, 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 (if other than the Trustee)
        or
        any Servicing Function Participant engaged by such parties is terminated
        or
        resigns pursuant to the terms of this Agreement, such party or Servicing
        Function Participant shall provide a Back-Up Certification to the Certifying
        Person pursuant to this Section 6.20(e)(iv) with respect to the period of
        time
        it was subject to this Agreement.

      


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

      


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


      
        
          
          

        

        
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      (g) Reports
        Filed on Form 8-K.

       

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

      


      (ii) As
        set
        forth on Exhibit L-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 transaction contemplated hereby shall be required to provide
        to
        the Trustee and the Depositor, to the extent known by a responsible officer
        thereof (or, with respect to the Trustee, 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
        L-4,
        and (B) the Depositor will approve, as to form and substance, or disapprove,
        as
        the case may be, the inclusion of the Form 8-K Disclosure Information. The
        Trustee has no duty under this Agreement to monitor or enforce the performance
        by the parties listed on Exhibit L-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 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 (g) 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 prepared and filed by it pursuant to this Section 6.20(f).
        The
        parties to this Agreement acknowledge that the performance by the Trustee
        of its
        duties under this Section 6.20(f) related to the timely preparation and filing
        of Form 8-K is contingent upon such parties strictly observing all applicable
        deadlines in the performance of their duties under this Section 6.20(f).
        The
        Trustee shall have no liability for any loss, expense, damage, 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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      (h) Suspension
        of Reporting Obligation; Amendments; Late Filings.

       

      (i) On
        or
        before January 30th
        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 promptly
        notify the Depositor. In the case of Form 10-D and 10-K, the parties to this
        Agreement and each Servicer will cooperate to prepare and file a Form 12b-25
        and
        a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
        Act.
        In the case of Form 8-K, the Trustee will, upon receipt of all required Form
        8-K
        Disclosure Information and upon the approval and direction of the Depositor,
        include such disclosure information on the next Form 10-D. In the event that
        any
        previously filed Form 8-K, 10-D or 10-K needs to be amended with respect
        to an
        additional disclosure item, the Trustee will notify the Depositor and any
        applicable party affected thereby and such parties will cooperate to prepare
        any
        necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
        to
        Form 8-K, 10-D or 10-K shall be signed by a senior officer or a duly authorized
        representative, as applicable, of the Exchange Act Signing Party. The parties
        to
        this Agreement acknowledge that the performance by the Trustee of its duties
        under this Section 6.20(g) related to the timely preparation and filing of
        Form
        15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
        upon
        each such party performing its duties under this Section. The Trustee shall
        have
        no liability for any loss, expense, damage, claim arising out of or with
        respect
        to any failure to properly prepare and/or timely file any such Form 15, Form
        12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results
        from the Trustee’s inability or failure to obtain or receive, on a timely basis,
        any information from any other party hereto needed to prepare, arrange for
        execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K,
        10-D
        or 10-K, not resulting from its own negligence, bad faith or willful
        misconduct.


      
        
          
          

        

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

      


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

      


      Section
        6.21. [Reserved]

       

      Section
        6.22. No
        Merger. 

       

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

       

      Section
        6.23. Indemnification
        by the Trustee and Paying Agent. 

       

      The
        Trustee (including in its capacity as Paying Agent) and any Paying Agent
        other
        than the Trustee each 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 by it of any Subcontractor in
        violation of Section 6.01(k) or any failure by it to deliver any assessment
        of
        compliance, information, report or certification when and as required under
        Sections 6.20 or 9.25(a).

       

      Section
        6.24. Compliance
        with Regulation AB.

       

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

       


      
        
          
          

        

        
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      ARTICLE
        VII

       

      PURCHASE
        AND TERMINATION

      OF
        THE
        TRUST FUND

       

      Section
        7.01. Termination
        of Trust Fund Upon Repurchase or Liquidation of All 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 as set forth in Section 7.02, the obligation
        of
        the Trustee to make payments as set forth in Section 5.06 (relating to the
        Supplemental Prepayment Trust), the obligation of the Master Servicer to
        make a
        final remittance to the Trustee for deposit into the Certificate Account
        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 upon the occurrence
        of the earlier of (i) the final payment or other liquidation of the last
        Mortgage Loan remaining in the Trust Fund and the disposition of all REO
        Property, (ii) the sale of the property held by the Trust Fund in accordance
        with Section 7.01(b) and (iii) the Latest Possible Maturity Date (each, a
“Trust
        Fund Termination Event”); provided,
        however,
        that in
        no event shall the Trust Fund or Supplemental Prepayment Trust 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 or beyond the
        Latest Possible Maturity Date. Upon the occurrence of a Trust Fund Termination
        Event, each REMIC shall be terminated in a manner that shall qualify as a
        “qualified liquidation” under the REMIC Provisions.

       

      (b) On
        any
        Distribution Date occurring after the date on which the aggregate Scheduled
        Principal Balance of the Mortgage Loans is less than 10% of the Cut-off Date
        Aggregate Principal Balance (the “Initial Optional Termination Date”), the
        Master Servicer or LTURI-holders, as applicable, may, upon written direction
        to
        the Trustee (delivered no later than 30 days prior to the anticipated sale
        date), cause (i) the Trustee to sell (or arrange for the sale of) in
        consultation with the Master Servicer or LTURI-holders, as applicable, the
        assets of the Trust Fund and (ii) the Trust Fund to adopt a plan of complete
        liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property.
        The property of the Trust Fund shall be sold at a price (the “Termination
        Price”) equal to the sum of: (i) 100% of the unpaid principal balance of each
        Mortgage Loan on the day of such purchase plus interest accrued thereon at
        the
        applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date
        in
        the Due Period immediately preceding the related Distribution Date to the
        date
        of such repurchase, (ii) the fair market value of any REO Property and any
        other
        property held by any REMIC, such fair market value to be determined by an
        appraiser or appraisers appointed by the Master Servicer and reasonably
        acceptable to the Trustee (reduced, in the case of REO Property, by (1)
        reasonably anticipated disposition costs (as determined by the Master Servicer
        plus interest accrued thereon at the applicable Net Mortgage Rate to the
        date of
        purchases) and (2) any amount by which the fair market value as so reduced
        exceeds the outstanding principal balance of the related Mortgage Loan) and
        (iii) any unreimbursed Servicing Advances with respect to each Mortgage Loan.
        The Master Servicer, each Servicer, the Trustee and each Custodian shall
        be
        reimbursed from the Termination Price for any Mortgage Loan or related REO
        Property for any Advances made or other amounts advanced with respect to
        the
        Mortgage Loans that are reimbursable to any such entity under this Agreement,
        the applicable Servicing Agreement or the applicable Custodial Agreement,
        together with any accrued and unpaid compensation and any other amounts due
        to
        the Master Servicer or the Trustee hereunder or the Servicers or the
        Custodians.

       


      
        
          
          

        

        
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      (c) On
        any
        Distribution Date occurring on or after the Initial Optional Termination
        Date,
        the Master Servicer, with the prior written consent of the Seller, which
        consent
        shall not be unreasonably withheld, has the option to purchase all of the Lower
        Tier REMIC 1 Uncertificated Regular Interests. Upon exercise of such option,
        the
        Lower Tier REMIC 1 Uncertificated Regular Interests shall be sold to the
        Master
        Servicer at a price (the “Lower Tier REMIC 1 Uncertificated Regular Interests
        Purchase Price”) equal to the sum of (i) 100% of the unpaid principal balance of
        each Mortgage Loan on the day of such purchase plus interest accrued thereon
        at
        the applicable Mortgage Rate with respect to any Mortgage Loan to the Due
        Date
        in the Collection Period immediately preceding the related Distribution Date
        to
        the date of such repurchase and (ii) the fair market value of any REO Property
        and any other property held by any REMIC, such fair market value to be
        determined by an independent appraiser or appraisers mutually agreed upon
        by the
        Master Servicer and the Trustee (reduced, in the case of REO Property, by
        (1)
        reasonably anticipated disposition costs and (2) any amount by which the
        fair
        market value as so reduced exceeds the outstanding principal balance of the
        related Mortgage Loan plus interest accrued thereon at the applicable Net
        Mortgage Rate to the date of such purchase). If the Master Servicer elects
        to
        exercise such option, each REMIC created pursuant to this Agreement (other
        than
        REMIC I) shall be terminated in such a manner so that the termination of
        each
        such REMIC shall qualify as a “qualified liquidation” under the REMIC Provisions
        and the Lower Tier REMIC 1 Uncertificated Regular Interests and the Class
        LT-R
        Certificates will evidence the entire beneficial interest in the property
        of the
        Trust Fund. Following a purchase of the Lower Tier REMIC 1 Uncertificated
        Regular Interests pursuant to this subsection, the Trust Fund (and REMIC
        I) will
        remain outstanding and final payment on the Certificates (other than the
        Class
        LT-R Certificates) will be made in accordance with Sections 7.03(a)(iii)
        and
        5.02. The Trust Fund will terminate upon the occurrence of a Trust Fund
        Termination Event, in accordance with Section 7.01(a).

       


      
        
          
          

        

        
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      Section
        7.02. Procedure
        Upon Termination of Trust Fund. 

       

      (a) Notice
        of
        any Trust Fund Termination Event and notice of the purchase of the Lower
        Tier
        REMIC 1 Uncertificated Regular Interests, specifying the Distribution Date
        upon
        which the final distribution to the Certificates (other than the Class LT-R
        Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
        Regular Interests) shall be made, shall be given promptly by the Trustee
        by
        first class mail to Certificateholders mailed no later than 5 Business Days
        after the Trustee has received notice from the Master Servicer of its election
        to cause (x) the sale of all of the property of the Trust Fund pursuant to
        Section 7.01(b), (y) the purchase of the Lower Tier REMIC 1 Uncertificated
        Regular Interests pursuant to Section 7.01(c) or (z) upon the final payment
        or
        other liquidation of the last Mortgage Loan or REO Property in the Trust
        Fund.
        In the case of a Trust Fund Termination Event, the Trustee shall also give
        notice to the Certificate Registrar (if the Trustee and the Certificate
        Registrar are not the same person) at the time notice is given to Holders
        of the
        Certificates.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      Section
        7.03. Additional
        Requirements for any Trust Fund Termination Events or Purchase of the Lower
        Tier
        REMIC 1 Uncertificated Regular Interests. 

       

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

       

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


       


      
        
          
          

        

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

       

      (iii) On
        the
        date specified for final payment of the Certificates (other than the Class
        LT-R
        Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
        Regular Interests), the Trustee shall make final distributions of principal
        and
        interest on such Certificates in accordance with Section 5.02. In the case
        of a
        Trust Fund Termination Event, and, after payment of, or provision for any
        outstanding expenses, the Trustee shall distribute or credit, or cause to
        be
        distributed or credited, to the Holders of the Residual Certificates all
        cash on
        hand after such final payment (other than cash retained to meet claims),
        and the
        Trust Fund (and each REMIC) shall terminate at that time; and

       

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

       

      (b) By
        its
        acceptance of a Residual Certificate, each Holder thereof hereby (i) authorizes
        the Trustee to take the action described in paragraph (a) above and (ii)
        agrees
        to take such other action as may be necessary to facilitate liquidation of
        each
        REMIC created under this Agreement, which authorization shall be binding
        upon
        all successor Residual Certificateholders.

       

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

       

      Section
        7.04. Charged-off
        Loans and Released Mortgage Loans.

       

      Notwithstanding
        anything to the contrary contained in this Agreement, each Charged-off Loan
        that
        becomes a Released Mortgage Loan shall be released from the Trust Fund as
        soon
        as practicable after becoming a Released Mortgage Loan and shall no longer
        be an
        asset of any REMIC. Each Released Mortgage Loan shall be transferred to the
        Released Mortgage Transferee, without recourse. The Trustee, upon receipt
        of
        certification from the Master Servicer that a Charged-off Loan has become
        a
        Released Mortgage Loan, shall execute such instruments of transfer, assignment
        or release, in each case, without recourse, as shall be provided by the Master
        Servicer and necessary to transfer such Released Mortgage Loan. Thereafter
        (i)
        the Released Mortgage Transferee shall be entitled to any amounts subsequently
        received in respect of any such Released Mortgage Loans, (ii) the Released
        Mortgage Transferee may designate any Servicer to service any such Released
        Mortgage Loan and (iii) the Released Mortgage Transferee may sell any such
        Released Mortgage Loan to a third party. For purposes of compliance with
        the
        REMIC Provisions, any such Released Mortgage Loan transferred to the Released
        Mortgage Transferee pursuant to this Section 7.04 and having any value as
        of the
        date of such transfer shall be treated as having been transferred by the
        related
        REMIC as additional compensation for services provided to such
        REMIC.

       


      
        
          
          

        

        
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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) of Certificates of each Class 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.

       


      
        
          
          

        

        
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      Section
        8.02. Access
        to List of Holders. 

       

      (a) If
        the
        Trustee is not acting as Certificate Registrar, the Certificate Registrar
        will
        furnish or cause to be furnished to the Trustee, 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.

       

      (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 neither the Depositor, the Master
        Servicer, the Certificate Registrar nor the Trustee shall be held accountable
        by
        reason of the disclosure of any such information as to the names and addresses
        of the Certificateholders hereunder, regardless of the source from which
        such
        information was derived.

       

      Section
        8.03. Acts
        of Holders of Certificates. 

       

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

       


      
        
          
          

        

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

       

      (c) The
        ownership of Certificates or Lower Tier REMIC I Uncertificated Regular Interests
        (whether or not such Certificates or Lower Tier REMIC I Uncertificated Regular
        Interests shall be overdue and notwithstanding any notation of ownership
        or
        other writing thereon made by anyone other than the Trustee) shall be proved
        by
        the Certificate Register, and none of the Trustee, the Master Servicer, or
        the
        Depositor shall be affected by any notice to the contrary.

       

      (d) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Certificate or Lower Tier REMIC I Uncertificated
        Regular Interests shall bind every future Holder of the same Certificate
        and the
        Holder of every Certificate or Lower Tier REMIC I Uncertificated Regular
        Interests issued upon the registration of transfer thereof or in exchange
        therefor or in lieu thereof, in respect of anything done, omitted or suffered
        to
        be done by the Trustee or the Master Servicer in reliance thereon, whether
        or
        not notation of such action is made upon such Certificate or Lower Tier REMIC
        I
        Uncertificated Regular Interests.

       

      ARTICLE
        IX

       

      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

      BY
        THE
        MASTER SERVICER

       

      Section
        9.01. Duties
        of the Master Servicer. 

       

      The
        Certificateholders, by their purchase and acceptance of the Certificates
        or
        Lower Tier REMIC I Uncertificated Regular Interests, appoint Aurora Loan
        Services LLC, as Master Servicer. For and on behalf of the Depositor, the
        Trustee and the Certificateholders, the Master Servicer shall master service
        the
        Mortgage Loans in accordance with the provisions of this Agreement and the
        provisions of 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 Fidelity Bond
        and an
        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 Errors and Omissions Insurance
        Policy and the Fidelity Bond shall be in such form and amount that would
        meet
        the requirements of FNMA or FHLMC if it were the purchaser of the Mortgage
        Loans. The Master Servicer shall (i) require each Servicer to maintain an
        Errors
        and Omissions Insurance Policy and a 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 the certificates and notices referred to in clause (ii) to the Trustee
        upon
        its 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 any 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 each
        Rating Agency and the Depositor a copy of the annual audited financial
        statements of its corporate parent on or prior to March 31st of each year
        commencing on March 31, 2008.  Such financial statements shall include
        comparative balance sheets, income statements, statement of changes in
        shareholder's equity, statements of cash flows, a consolidating schedule
        showing
        consolidated subsidiaries and any related notes required pursuant to generally
        accepted accounting principles, certified by a nationally recognized firm
        of
        Independent Accountants to the effect that such financial statements were
        examined and prepared in accordance with generally accepted accounting
        principles applied on a basis consistent with that of the preceding
        year.

       

      Section
        9.04. Power
        to Act; Procedures. 

       

      (a) The
        Master Servicer shall master service the Mortgage Loans and shall have full
        power and authority, subject to the REMIC Provisions and the provisions of
        Article X hereof, and each Servicer shall have full power and authority (to
        the
        extent provided in the applicable Servicing Agreement) to do any and all
        things
        that it may deem 

       


      
        
          
          

        

        
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      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,
        the Trustee or the Certificateholders in any Mortgage Loan or the rights
        and
        interests of the Depositor, the Trustee and the Certificateholders under
        this
        Agreement. The Master Servicer further is authorized and empowered by the
        Trustee, on behalf of the Certificateholders and the Trustee, in its own
        name or
        in the name of any Servicer, 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 any REMIC formed hereby to fail to qualify as a REMIC or result
        in
        the imposition of any tax under Section 860F(a) or Section 860G(d) of the
        Code.
        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 by the Master Servicer under the
        applicable Servicing Agreement, is hereby authorized and empowered by the
        Trustee when the Master Servicer or applicable 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 (and
        reasonably acceptable to it) by the Master Servicer empowering the Master
        Servicer or any Servicer to execute and deliver instruments of satisfaction
        or
        cancellation, or of partial or full release or discharge, and to foreclose
        upon
        or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
        in
        any court action relating to the Mortgage Loans or the Mortgaged Property,
        in
        accordance with the applicable Servicing Agreement and this Agreement, and
        the
        Trustee shall execute and deliver such other documents, as the Master Servicer
        may request, necessary or appropriate to enable the Master Servicer to master
        service the Mortgage Loans and carry out its duties hereunder, and allow
        each
        Servicer to service the Mortgage Loans in each case in accordance with Accepted
        Servicing Practices (and the Trustee shall have no liability for misuse of
        any
        such powers of attorney by the Master Servicer or any Servicer). If the Master
        Servicer or the Trustee has been advised that it is likely that the laws
        of the
        state in which action is to be taken prohibit such action if taken in the
        name
        of the Trustee or that the Trustee would be adversely affected under the
“doing
        business” or tax laws of such state if such action is taken in its name, then
        upon request of the Trustee, the Master Servicer shall join with the Trustee
        in
        the appointment of a co-trustee pursuant to Section 6.09 hereof. In 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. The Master
        Servicer shall indemnify the Trustee for any and all costs, liabilities and
        expenses incurred by the Trustee in connection with the negligent or willful
        misuse of such powers of attorney by the Master Servicer.

       


      
        
          
          

        

        
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      (b) In
        master
        servicing and administering the Mortgage Loans, the Master Servicer shall
        employ
        procedures and exercise the same care that it customarily employs and exercises
        in master servicing and administering loans for its own account, giving due
        consideration to Accepted Servicing Practices where such practices do not
        conflict with this Agreement. Consistent with the foregoing, the Master Servicer
        may, and may permit any Servicer to, in its discretion (i) waive any late
        payment charge or any prepayment charge or penalty interest in connection
        with
        the prepayment of a Mortgage Loan 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 Final Scheduled Distribution Date. In the
        event
        of any such modification, the Servicer or Master Servicer shall calculate
        the
        Scheduled Payment for such Mortgage Loan based on the modified terms of such
        Mortgage Loan and shall only be required to make Advances pursuant to Section
        5.04 to the extent of such new Scheduled Payment. Notwithstanding
        anything to the contrary in this Agreement, the Master Servicer shall not
        make
        or knowingly permit any modification, waiver or amendment of any material
        term
        of any Mortgage Loan unless: (1) such Mortgage Loan is in default or default
        by
        the related Mortgagor is, in the reasonable judgment of the Master Servicer
        or
        the applicable
        Servicer, reasonably foreseeable, (2) in the case of a waiver of a Prepayment
        Penalty Amount (a) if such waiver would maximize recovery of total proceeds
        taking into account the value of such Prepayment Penalty Amount and the related
        Mortgage Loan or (b) if the prepayment is not the result of a refinance by
        a
        Servicer or any of its affiliates (i) the collection of the Prepayment Penalty
        Amount would be in violation of applicable laws or (ii) the collection of
        such
        Prepayment Penalty Amount 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. 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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      Section
        9.05. Servicing
        Agreements Between the Master Servicer and Servicers; Enforcement of Servicers’
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 such actions
        taken
        or to be taken by a Servicer pursuant to a Servicing Agreement. Any fees,
        costs
        and expenses and other amounts payable to such Servicers shall be deducted
        from
        amounts remitted to the Master Servicer by the applicable Servicer (to the
        extent permitted by the applicable Servicing Agreement) and shall not be
        an
        obligation of the Trust Fund, the Trustee or the Master Servicer.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      (b) Costs
        incurred by the Master Servicer or by 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 by the Master Servicer pursuant to Section
        4.02(v).

       

      Section
        9.07. Termination
        of Servicing Agreements; Successor Servicers.

       

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

       


      
        
          
          

        

        
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      (b) If
        the
        Master Servicer acts as 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 respect of the related Mortgage Loans, 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.

       

      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 Agreement or
        arrangements. 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 such Servicer in the performance
        by a Servicer of its obligations under the related Servicing
        Agreement.

       

      Section
        9.09. No
        Contractual Relationship Between Servicers and Trustee or Depositor.


       

      Any
        Servicing Agreement that may be entered into 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
        related Seller and the Master Servicer, and except to the extent expressly
        provided therein the Trustee and the Depositor shall not be deemed parties
        thereto and shall have no claims, rights, obligations, duties or liabilities
        with respect to such Servicer except as set forth in Section 9.10
        hereof.

       

      Section
        9.10. Assumption
        of Servicing Agreement by Trustee.

       

      (a) In
        the
        event the Master Servicer shall for any reason no longer be the Master Servicer
        (including by reason of any Event of Default under this Agreement), after
        a
        period not to exceed ninety days after the issuance of any notice of termination
        pursuant to Section 6.14 or Section 9.28, as applicable, the Trustee shall,
        in
        accordance with Section 6.14, thereupon assume all of the rights and obligations
        of such Master Servicer hereunder and enforce the rights 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 (or its designee) 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.

       


      
        
          
          

        

        
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      (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
        to
        the extent provided in this Agreement, deliver to the assuming party all
        documents and records relating to each Servicing Agreement and the related
        Mortgage Loans and an accounting of amounts collected and held by it and
        otherwise use its best efforts to effect the orderly and efficient transfer
        of
        each Servicing Agreement to the assuming party.

       

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

       

      (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 collectibility of, such Mortgage
        Loan would not be materially adversely affected thereby. Any fee collected
        by
        the Master Servicer or the related Servicer for processing such a request
        will
        be retained by the Master Servicer or the 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 applicable Servicer of a notification that payment in full has been
        or
        will be escrowed in a manner customary for such purposes, the Master Servicer
        will, or will 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 or to be received in
        connection with such payment that are required to be deposited in the Collection
        Account maintained by the Master Servicer pursuant to Section 4.01 have been
        or
        will be so deposited) of a Servicing Officer and shall request the Trustee
        or
        the applicable Custodian, to deliver to the applicable Servicer the related
        Mortgage File. In lieu of sending a hard copy certification of a Servicing
        Officer, the Master Servicer may, or may cause a Servicer to, deliver the
        request for release in a mutually agreeable electronic format. To the extent
        that such a request, on its face, originates from a Servicing Officer, no
        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 applicable Servicer and neither the Trustee nor the applicable
        Custodian shall have any further responsibility with regard to such Mortgage
        File. The Master Servicer is authorized, and each Servicer, to the extent
        such
        authority is delegated to the Servicer by the Master Servicer under the
        applicable Servicing Agreement, is authorized, to give, as agent for the
        Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan,
        an
        instrument of satisfaction (or assignment of mortgage without recourse)
        regarding the Mortgaged Property subject to the Mortgage, which instrument
        of
        satisfaction or assignment, as the case may be, shall be delivered to the
        Person
        or Persons entitled thereto against receipt therefor of such payment, it
        being
        understood and agreed that no expenses incurred in connection with such
        instrument of satisfaction or assignment, as the case may be, shall be
        chargeable to the Collection Account.

       


      
        
          
          

        

        
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      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of, or other
        legal
        proceedings relating to, any Mortgage Loan and in accordance with Accepted
        Servicing Practices and the applicable Servicing Agreement, the Trustee shall
        execute such pleadings, request for trustee’s sale or other documents as shall
        be prepared and furnished to the Trustee by the Master Servicer, or by a
        Servicer (in form reasonably acceptable to the Trustee) and as are necessary
        to
        the prosecution of any such proceedings. The Trustee or the applicable
        Custodian, shall, upon request of the Master Servicer, or of a Servicer,
        and
        delivery to the Trustee or the applicable Custodian, of a trust receipt signed
        by a Servicing Officer substantially in the form annexed hereto as Exhibit
        C or
        in the form annexed to the applicable Custodial Agreement as 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 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 herein above specified, the trust receipt
        shall be released by the Trustee or the applicable Custodian, as applicable,
        to
        the Master Servicer (or the applicable Servicer) or (ii) the Mortgage File
        has
        been delivered directly or through a Servicer to an attorney, or to a public
        trustee or other public official as required by law, for purposes of initiating
        or pursuing legal action or other proceedings for the foreclosure of the
        Mortgaged Property either judicially or non-judicially, and the Master Servicer
        has delivered directly or through a Servicer to the Trustee a certificate
        of a
        Servicing Officer certifying as to the name and address of the Person to
        which
        such Mortgage File or such document was delivered and the purpose or purposes
        of
        such delivery.

       


      
        
          
          

        

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

       

      (a) The
        Master Servicer shall transmit, or cause the applicable Servicer to transmit,
        to
        the Trustee such documents and instruments coming into the possession of
        the
        Master Servicer or such Servicer from time to time as are required by the
        terms
        hereof to be delivered to the Trustee. 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 by 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 applicable Servicing Agreement. The Master Servicer shall, and shall
        (to
        the extent provided in the applicable Servicing Agreement) cause a Servicer
        to,
        provide access to information and documentation regarding the Mortgage Loans
        (i)
        to the Trustee, its agents and accountants at any time upon reasonable request
        and during normal business hours, and (ii) to Certificateholders that are
        savings and loan associations, banks or insurance companies, the Office of
        Thrift Supervision, the FDIC and the supervisory agents and examiners of
        such
        Office and Corporation or examiners of any other federal or state banking
        or
        insurance regulatory authority if, in each case to the extent so required
        by
        applicable regulations of the Office of Thrift Supervision or such other
        regulatory authority, such access to be afforded without charge but only
        upon
        reasonable request in writing and during normal business hours at the offices
        of
        the Master Servicer designated by it. In fulfilling such a request the Master
        Servicer shall not be responsible for determining the sufficiency of such
        information.

       

      (b) All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
        from
        the collection of principal and interest payments or from 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 either
        Seller
        to the Depositor not to constitute a sale, the Trustee shall have a security
        interest in either Mortgage Loans and in all Mortgage Files representing
        such
        Mortgage Loans and in all funds 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 such 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 a 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 laws.

       


      
        
          
          

        

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

       

      Section
        9.14. Representations
        and Warranties of the Master Servicer. 

       

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

       


      
        
          
          

        

        
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      (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 an FNMA- and FHLMC
        approved seller/servicer;

       

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

       

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

       

      (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.

       

      (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 resulting from
        any
        claim, demand, defense or assertion based on or grounded upon, or resulting
        from, a breach of the Master Servicer’s representations and warranties contained
        in Section 9.14(a). 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). 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. 

       


      
        
          
          

        

        
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      Any
        cause
        of action against the Master Servicer relating to or arising out of the breach
        of any representations and warranties made in this Section shall accrue upon
        discovery of such breach by either the Depositor, the Master Servicer or
        the
        Trustee or notice thereof by any one of such parties to the other
        parties.

       

      (c) It
        is
        understood and agreed that the representations and warranties of the Depositor
        set forth in Sections 2.03(a) through (f) 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) through (f) 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 of the Master Servicer respecting a breach by the Depositor
        of
        the representations and warranties in Sections 2.03(a) through (f)
        hereof.

       

      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) through (f) 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. Closing
        Certificate and Opinion. 

       

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


       

      Section
        9.16. Standard
        Hazard and Flood Insurance Policies. 

       

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

       


      
        
          
          

        

        
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      Pursuant
        to Section 4.01, any amounts collected by the Master Servicer, or by any
        Servicer, under any insurance policies maintained pursuant to this Section
        9.16
        (other than amounts to be applied to the restoration or repair of the property
        subject to the related Mortgage or released to the Mortgagor in accordance
        with
        the Master Servicer’s or a Servicer’s normal servicing procedures and Accepted
        Servicing Practices) 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(v).

       

      Section
        9.17. Presentment
        of Claims and Collection of Proceeds. 

       

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

       

      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 non-coverage under any applicable Primary Mortgage Insurance Policy of
        any
        loss which, but for the actions of such Master Servicer or Servicer, would
        have
        been covered thereunder. To the extent that coverage is available, the Master
        Servicer shall use its best reasonable efforts to keep in force and effect,
        or
        to cause each Servicer to keep in force and effect (to the extent that the
        Mortgage Loan requires the Mortgagor to maintain such insurance), primary
        mortgage insurance applicable to each Mortgage Loan in accordance with the
        provisions of this Agreement and the related Servicing Agreement, as applicable.
        The Master Servicer shall not, and shall not 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 as required by applicable law or in accordance
        with
        the provisions of this Agreement and the related Servicing Agreement, as
        applicable.

       


      
        
          
          

        

        
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      (b) The
        Master Servicer agrees to present, or 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 pursuant to the Custodial Agreement),
        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 any Custodian,
        as directed by the Trustee) 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 to be delivered
        to the Trustee (or the applicable Custodian pursuant to the Custodial
        Agreement), 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 from time to
        time.

       

      Section
        9.20. Realization
        Upon Defaulted Mortgage Loans. 

       

      The
        Master Servicer shall use its reasonable best efforts to, or to cause a Servicer
        to, foreclose upon, repossess or otherwise comparably convert the ownership
        of
        Mortgaged Properties securing such of the Mortgage Loans as come into and
        continue in default and as to which no satisfactory arrangements can be made
        for
        collection of delinquent payments, all in accordance with the applicable
        Servicing Agreement. Alternatively, the Master Servicer may take, or authorize
        any Servicer to take, other actions in respect of a defaulted Mortgage Loan,
        which may include (i) accepting a short sale (a payoff of the Mortgage Loan
        for
        an amount less than the total amount contractually owed in order to facilitate
        a
        sale of the Mortgaged Property by the Mortgagor) or permitting a short
        refinancing (a payoff of the Mortgage Loan for an amount less than the total
        amount contractually owed in order to facilitate refinancing transactions
        by the
        Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging
        for a
        repayment plan or (iii) agreeing to a modification in accordance with Section
        9.04. In connection with such foreclosure or other conversion or action,
        the
        Master Servicer shall, consistent with Section 9.18, follow such practices
        and
        procedures as it shall reasonably determine to be in the best interests of
        the
        Trust Fund 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).

       


      
        
          
          

        

        
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      Section
        9.21. Compensation
        to the Master Servicer. 

       

      The
        Master Servicer shall be entitled to withdraw from the Collection Account,
        the
        Master Servicing Fee and any other amount pursuant to Section 4.02(vi).
        Servicing compensation in the form of assumption fees, if any, late payment
        charges, as collected, if any, or otherwise 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. The Master
        Servicer shall be required to pay all expenses incurred by it in connection
        with
        its activities hereunder and shall not be entitled to reimbursement therefor
        except as provided in this Agreement. Pursuant to Section 4.01(e), all income
        and gain realized from any investment of funds in the Collection Account
        shall
        be for the benefit of the Master Servicer as additional compensation. The
        provisions of this Section 9.21 are subject to the provisions of Section
        6.14(b).

       

      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, to the extent provided
        in the
        applicable Servicing Agreement, cause the applicable Servicer to sell, any
        REO
        Property as expeditiously as possible and in accordance with the provisions
        of
        this Agreement and the related Servicing Agreement, as applicable, but in
        all
        events within the time period, and subject to the conditions set forth in
        Article X hereof. Pursuant to its efforts to sell such REO Property, the
        Master
        Servicer shall protect and conserve, or cause the applicable Servicer to
        protect
        and conserve, such REO Property in the manner and to such extent required
        by the
        applicable Servicing Agreement, subject to Article X hereof.

       

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

       

      (c) The
        Master Servicer and the applicable Servicer, upon the final disposition of
        any
        REO Property, shall be entitled to reimbursement for any related 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 Master Servicing Fees or Servicing Fees may be reimbursed or paid,
        as
        the case may be, prior to final disposition, out of any net rental income
        or
        other net amounts derived from such REO Property.

       


      
        
          
          

        

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

       

      Section
        9.23. Notices
        to the Depositor and the Trustee 

       

      (a) The
        Master Servicer shall promptly notify the Trustee, the Sponsor and the Depositor
        (i) of any legal proceedings pending against the Master Servicer of the type
        described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master
        Servicer shall become (but only to the extent not previously disclosed) at
        any
        time an affiliate of any of the parties listed on Exhibit I to this Agreement.
        On or before March 1st
        of each
        year, the Depositor shall distribute the information in Exhibit I to the
        Master
        Servicer.

       

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

       

      Section
        9.24. Reports
        to the Trustee. 

       

      (a) Not
        later
        than 30 days after each Distribution Date, the Master Servicer shall forward
        to
        the Trustee a statement, deemed to have been certified by a Servicing Officer,
        setting forth the status of the Collection Account maintained by the Master
        Servicer as of the close of business on the related Distribution Date,
        indicating that all distributions required by this Agreement to be made by
        the
        Master Servicer have been made (or if any required distribution has not been
        made by the Master Servicer, specifying the nature and status thereof) and
        showing, for the period covered by such statement, the aggregate of deposits
        into and withdrawals from the Collection Account maintained by the Master
        Servicer. Copies of such statement shall be provided by the Master Servicer
        to
        the Depositor, Attention: Contract Finance, and, upon request, any
        Certificateholders (or by the Trustee at the Master Servicer’s expense if the
        Master Servicer shall fail to provide such copies (unless (i) the Master
        Servicer shall have failed to provide the Trustee with such statement or
        (ii)
        the Trustee shall be unaware of the Master Servicer’s failure to provide such
        statement)).

       


      
        
          
          

        

        
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      (b) Not
        later
        than two Business Days following each Distribution Date, the Master Servicer
        shall deliver to the 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 (including information
        on any Net Prepayment Interest Shortfalls), to the extent that such information
        has been provided to the Master Servicer by the Servicers or by the
        Depositor.

       

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

       

      Section
        9.25. Assessment
        of Compliance and Attestation Reports. 

       

      (a) Assessment
        of Compliance

       

      (i) By
        March
        15 of each year, commencing in March 2008, the Master Servicer, the Paying
        Agent
        (if other than the Trustee) and the Trustee, each at its own expense, shall
        furnish, and shall cause any Servicing Function Participant engaged by it
        to
        furnish, each at its own expense, to the Sponsor, the Depositor, the Master
        Servicer and the Trustee, a report on an assessment of compliance with the
        Relevant Servicing Criteria that contains (A) a statement by such party of
        its
        responsibility for assessing compliance with the Relevant Servicing Criteria,
        (B) a statement that such party used the Servicing Criteria to assess compliance
        with the Relevant Servicing Criteria, (C) such party’s assessment of compliance
        with the Relevant Servicing Criteria as of and for the fiscal year covered
        by
        the Form 10-K required to be filed pursuant to Section 6.20(e), including,
        if
        there has been any material instance of noncompliance with the Relevant
        Servicing Criteria, a discussion of each such failure and the nature and
        status
        thereof, and (D) a statement that a registered public accounting firm has
        issued
        an attestation report on such party’s assessment of compliance with the Relevant
        Servicing Criteria as of and for such period. 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.

       


      
        
          
          

        

        
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      (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, such parties will also at such time include the assessment
        (and
        attestation pursuant to subsection (b) of this Section 9.25) of each Servicing
        Function Participant engaged by it and shall indicate to the Trustee what
        Relevant Servicing Criteria will be addressed in any such reports prepared
        by
        any such Servicing Function Participant.

       

      (iii) Promptly
        after receipt of each 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 Criteria) for each party as set forth on Exhibit Q and on any similar
        exhibit set forth in each Servicing Agreement in respect of each Servicer,
        and
        each Custodial Agreement in respect of each Custodian, and 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
        Q
        and on any similar exhibit set forth in the Servicing Agreement and Custodial
        Agreement 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) By
        March
        15 of each year, commencing in March 2008, the Master Servicer, the Paying
        Agent
        (if other than the Trustee) and the Trustee, each at its own expense, shall
        cause, and each such party shall cause any Servicing Function Participant
        engaged by it to cause, each at its own expense, a registered public accounting
        firm (which may also render other services to the Master Servicer, the Paying
        Agent and the Trustee, as the case may be) that is a member of the American
        Institute of Certified Public Accountants to furnish a report to the Sponsor,
        the Depositor, the Master Servicer and the Trustee, to the effect that (A)
        it
        has obtained a representation regarding certain matters from the management
        of
        such party, which includes an assertion that such party has complied with
        the
        Relevant Servicing Criteria, and (B) on the basis of an examination conducted
        by
        such firm in accordance with standards for attestation engagements issued
        or
        adopted by the PCAOB, it is expressing an opinion as to whether such party’s
        compliance with the Relevant Servicing Criteria was fairly stated in all
        material respects, or it cannot express an overall opinion regarding such
        party’s assessment of compliance with the Relevant Servicing Criteria. 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. In the event that an overall opinion cannot
        be
        expressed, such registered public accounting firm shall state in such report
        why
        it was unable to express such an opinion. Such report must be available for
        general use and not contain restricted use language.

       

      (ii) Promptly
        after receipt of such report from the Master Servicer, the 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.

       


      
        
          
          

        

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

       

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

       

      (a) The
        Master Servicer shall deliver (and the Master Servicer shall cause any
        Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
        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.

       

      Copies
        of
        such statements shall be provided to any Certificateholder upon request,
        by the
        Master Servicer or by the Trustee at the Master Servicer’s expense if the Master
        Servicer failed to provide such copies (unless (i) the Master Servicer shall
        have failed to provide the Trustee with such statement or (ii) the Trustee
        shall
        be unaware of the Master Servicer’s failure to provide such
        statement).

       

      (b) The
        Master Servicer shall give prompt written notice to the Trustee, the Sponsor
        and
        the Depositor of the appointment of any Subcontractor by it and a written
        description (in form and substance satisfactory to the Trustee, the Sponsor
        and
        the Depositor) of the role and function of each Subcontractor utilized by
        the
        Master Servicer, specifying (A) the identity of each such Subcontractor and
        (B)
        which elements of the Servicing Criteria set forth under Item 1122(d) of
        Regulation AB will be addressed in assessments of compliance provided by
        each
        such Subcontractor for
        which
        the Master Servicer does not elect to take responsibility for assessing
        compliance with the Servicing Criteria in accordance with Regulation AB
        Telephone Interpretation 17.06.

       

      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 FNMA or FHLMC
        and
        shall have a net worth of not less than $15,000,000.

       


      
        
          
          

        

        
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      Section
        9.28. Resignation
        of Master Servicer. 

       

      Except
        as
        otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer
        shall
        not resign from the obligations and duties hereby imposed on it unless it
        determines that the Master Servicer’s duties hereunder are no longer permissible
        under applicable law or are in material conflict by reason of applicable
        law
        with any other activities carried on by it and cannot be cured. Any such
        determination permitting the resignation of the Master Servicer shall be
        evidenced by an Opinion of Counsel that shall be Independent to such effect
        delivered to the Trustee. No such resignation shall become effective until
        the
        Trustee shall have assumed, or a successor master servicer acceptable to
        the
        Trustee shall have been appointed by the Trustee and until such successor
        shall
        have assumed, the Master Servicer’s responsibilities and obligations under this
        Agreement. Notice of such resignation shall be given promptly by the Master
        Servicer and the Depositor to the Trustee.

       

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

       

      Except
        as
        expressly provided herein, the Master Servicer shall not assign or transfer
        any
        of its rights, benefits or privileges hereunder to any other Person, or delegate
        to or subcontract with, or authorize or appoint any Subservicer, Subcontractor
        or 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, the Depositor or the Rating Agencies 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 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.

       

      The
        Master Servicer shall not permit a Subservicer to perform any master servicing
        responsibilities hereunder with respect to the Mortgage Loans unless that
        Subservicer first agrees in writing with such Master Servicer to deliver
        an
        assessment of compliance and an accountant’s attestation in such manner and at
        such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this
        Agreement.

       

      Section
        9.30. Limitation
        on Liability of the Master Servicer and Others. 

       


      
        
          
          

        

        
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      (a) The
        Master Servicer undertakes to perform such duties and only such duties as
        are
        specifically set forth in this Agreement. 

       

      (b) No
        provision of this Agreement shall be construed to relieve the Master Servicer
        from liability for its own negligent action, its own negligent failure to
        act or
        its own willful misconduct; provided,
        however,
        that
        the duties and obligations of the Master Servicer shall be determined solely
        by
        the express provisions of this Agreement, the Master Servicer shall not be
        liable except for the performance of such duties and obligations as are
        specifically set forth in this Agreement; no implied covenants or obligations
        shall be read into this Agreement against the Master Servicer and, in absence
        of
        bad faith on the part of the Master Servicer, the Master Servicer may
        conclusively rely, as to the truth of the statements and the correctness
        of the
        opinions expressed therein, upon any certificates or opinions furnished to
        the
        Master Servicer and conforming to the requirements of this
        Agreement.

       

      (c) None
        of
        the Master Servicer, the Seller or the Depositor or any of the directors,
        officers, employees or agents of any of them shall be under any liability
        to the
        Trustee or the Certificateholders for any action taken or for refraining
        from
        the taking of any action in good faith pursuant to this Agreement, or for
        errors
        in judgment; provided,
        however,
        that
        this provision shall not protect the Master Servicer, the Seller or the
        Depositor or any such person against any liability that would otherwise be
        imposed by reason of willful misfeasance, bad faith or negligence in its
        performance of its duties or by reason of reckless disregard for its obligations
        and duties under this Agreement. The Master Servicer, the Seller and the
        Depositor and any director, officer, employee or agent of any of them shall
        be
        entitled to indemnification by the Trust Fund and will be held harmless against
        any loss, liability or expense incurred in connection with any legal action
        relating to this Agreement or the Certificates other than any loss, liability
        or
        expense incurred by reason of willful misfeasance, bad faith or negligence
        in
        the performance of his or its duties hereunder or by reason of reckless
        disregard of his or its obligations and duties hereunder. The Master Servicer,
        the Seller and the Depositor and any director, officer, employee or agent
        of any
        of them may rely in good faith on any document of any kind prima facie properly
        executed and submitted by any Person respecting any matters arising hereunder.
        The Master Servicer shall be under no obligation to appear in, prosecute
        or
        defend any legal action that is not incidental to its duties to master service
        the Mortgage Loans in accordance with this Agreement and that in its opinion
        may
        involve it in any expenses or liability; provided,
        however,
        that the
        Master Servicer may in its sole discretion undertake any such action that
        it may
        deem necessary or desirable in respect to this Agreement and the rights and
        duties of the parties hereto and the interests of the Certificateholders
        hereunder. In such event, the legal expenses and costs of such action and
        any
        liability resulting therefrom shall be expenses, costs and liabilities of
        the
        Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
        out of the Collection Account it maintains as provided by Section
        4.02.

       

      Section
        9.31. Indemnification;
        Third-Party Claims. 

       


      
        
          
          

        

        
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      The
        Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee,
        and their respective officers, directors, agents and affiliates, and hold
        each
        of them harmless against any and all claims, losses, penalties, fines,
        forfeitures, reasonable legal fees and related costs, judgments, and any
        other
        costs, liability, fees and expenses that the Depositor, the Sponsor or the
        Trustee may sustain as a result of (a) any material breach by the Master
        Servicer of any if its obligations hereunder, including particularly its
        obligations to provide any reports under Section 9.25(a), Section 9.25(b),
        Section 9.26 or any information, data or materials required to be included
        in
        any Exchange Act report, (b) any material misstatement or omission in any
        information, data or materials provided by the Master Servicer, or (c) the
        negligence, bad faith or willful misconduct of the Master Servicer in connection
        with its performance hereunder, 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. The Depositor, the Sponsor 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. Notwithstanding anything to the contrary contained
        herein, the Master Servicer shall not settle any claim involving any of the
        other parties hereto without such party’s prior written consent unless such
        settlement involves a complete and absolute release of such party from any
        and
        all liability in connection with such claim. This indemnification shall survive
        the termination of this Agreement or the termination of the Master Servicer
        as a
        party to this Agreement.

       

      Section
        9.32. Special
        Servicing of Delinquent Mortgage Loans. 

       

      If
        permitted under the terms of a 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 and the Trustee, a special Servicer
        (the
“Special Servicer”) to special service any Distressed Mortgage Loans. Any
        applicable termination fee related to the termination of a Servicer and the
        appointment of any Special Servicer shall be paid by the Mortgage Loan Seller
        from its own funds, without right of reimbursement from the Trust Fund. Any
        fees
        paid to any such Special Servicer shall not exceed the Servicing Fee
        Rate.

       

      ARTICLE
        X

       

      REMIC
        ADMINISTRATION

       

      Section
        10.01. REMIC
        Administration. 

       

      (a) As
        set
        forth in the Preliminary Statement hereto, the Trustee shall elect REMIC
        status
        in accordance with the REMIC Provisions with respect to each of the REMICs.
        The
        Trustee shall make such elections 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. For the purposes of such
        elections, each of the Interests in REMIC I, other than the Class LT-R
        Certificate, is hereby designated as a regular interest in REMIC I; each
        of the
        interests in REMIC II, other than the Class R-2 Interest, is hereby designated
        as a regular interest in REMIC II; and each Underlying REMIC Certificate
        and
        each Certificate (other than the Exchange Certificates and the Exchangeable
        Certificates, and the Class P, Class LT-R and Class R Certificates) are hereby
        designated as regular interests in REMIC III. In addition, the Class R-2
        Interest is hereby designated as the sole residual interest in REMIC II and
        the
        Class R Certificate evidences ownership of the Class R-2 Interest, and is
        also
        hereby designated as the sole residual interest in REMIC III.

       


      
        
          
          

        

        
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      (b) The
        Closing Date is hereby designated as the “Startup Day” of each REMIC within the
        meaning of section 86OG(a)(9) of the Code. The latest possible maturity date
        for
        purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible
        Maturity Date.

       

      (c) The
        Trustee shall pay any and all tax related expenses (not including taxes)
        of each
        REMIC, including but not limited to any professional fees or expenses related
        to
        audits or any administrative or judicial proceedings with respect to such
        REMIC
        that involve the Internal Revenue Service or state tax authorities, but only
        to
        the extent that (i) such expenses are ordinary or routine expenses, including
        expenses of a routine audit but not expenses of litigation (except as described
        in (ii)); or (ii) such expenses or liabilities (including taxes and penalties)
        are attributable to the negligence or willful misconduct of the Trustee in
        fulfilling its duties hereunder (including its duties as tax return preparer).
        The Trustee shall be entitled to reimbursement of expenses to the extent
        provided in clause (i) above from the Certificate Account, provided,
        however,
        the
        Trustee shall not be entitled to reimbursement for expenses incurred in
        connection with the preparation of tax returns and Form SS-4 as required
        by
        Section 6.20 and this Section 10.01.

       

      (d) The
        Trustee shall prepare, sign and file all of each REMIC’s federal and applicable
        state tax and information returns as such REMIC’s direct representative. As used
        in the previous sentence, “applicable state tax and information returns” shall
        mean such returns as may be required by the laws of any state, the applicability
        of which to the Trust Fund shall have been confirmed to the Trustee in writing
        either (i) by the delivery to the Trustee of an Opinion of Counsel to such
        effect, or (ii) by delivery to the Trustee of a written notification to such
        effect by the taxing authority of such state. The expenses of preparing and
        filing such returns shall be borne by the Trustee. If any Disqualified
        Organization acquires any Ownership Interest in a Residual Certificate, then
        the
        Trustee will upon request provide to the Internal Revenue Service, and to
        the
        persons specified in Sections 860E(e)(3) and (6) of the Code, such information
        as required in Section 860D(a)(6)(B) of the Code needed to compute the tax
        imposed under Section 860E(e) of the Code on transfers of residual interests
        to
        disqualified organizations. The Trustee shall be entitled to additional
        compensation from such person for the cost of providing such
        information.

       

      (e) The
        Trustee shall perform on behalf of each REMIC all reporting and other tax
        compliance duties that are the responsibility of such REMIC under the Code,
        the
        REMIC Provisions, or other compliance guidance issued by the Internal Revenue
        Service or any state or local taxing authority. Among its other duties, if
        required by the Code, the REMIC Provisions, or other such guidance, the Trustee
        shall provide (i) to the Treasury or other governmental authority such
        information as is necessary for the application of any tax relating to the
        transfer of a Residual Certificate to any disqualified person or organization
        and (ii) to the Certificateholders such information or reports as are required
        by the Code or the REMIC Provisions.

       


      
        
          
          

        

        
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      If,
        after
        the Closing Date, as a result of any changes to the Code, the REMIC Provisions,
        or other compliance guidance issued by the Internal Revenue Service or any
        state
        or local taxing authority, the Trustee shall have additional duties or
        obligations pursuant to this subsection (e), the Trustee shall be entitled
        to
        receive reasonable compensation for the performance of its duties under this
        subsection (e); provided,
        however,
        that
        such compensation shall not exceed $5,000 per year.

       

      (f) The
        Trustee, the Master Servicer and the Holders of Certificates shall take any
        action within their respective control and scope of its duties or cause each
        REMIC to take any action necessary to create or maintain the status of such
        REMIC as a REMIC under the REMIC Provisions and shall assist each other as
        necessary to create or maintain such status. None of the Trustee, the Master
        Servicer or the Holder of any Residual Certificate shall take any action
        within
        their respective control, cause any REMIC to take any action or fail to take
        (or
        fail to cause to be taken) any action within its control and in the scope
        of its
        duties that, under the REMIC Provisions, if taken or not taken, as the case
        may
        be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in
        the imposition of a tax upon any REMIC (including but not limited to the
        tax on
        prohibited transactions as defined in Code Section 860F(a)(2) and the tax
        on
        prohibited contributions set forth on Section 860G(d) of the Code) (either
        such
        event, an “Adverse REMIC Event”) unless the Trustee 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 endanger such
        status
        or result in the imposition of such a tax. 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
        and
        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 or the Master Servicer has advised
        it in writing that an Adverse REMIC Event could occur.

       

      (g) Each
        Holder of a Residual Certificate shall pay when due any and all taxes imposed
        on
        the related REMIC by federal or state governmental authorities. To the extent
        it
        has actual knowledge that such taxes were 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 such REMIC or, if no such amounts are available, out of other
        amounts held in the Certificate Account, and shall reduce amounts otherwise
        payable to holders of regular interests in such REMIC, as the case may
        be.

       


      
        
          
          

        

        
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      (h) The
        Trustee shall, for federal income tax purposes, maintain books and records
        with
        respect to each REMIC on a calendar year and on an accrual basis.

       

      (i) No
        additional contributions of assets shall be made to any REMIC, except as
        expressly provided in this Agreement with respect to eligible 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, the Trustee shall deliver to such Rating Agency
        an
        Officer’s Certificate stating, without regard to any actions taken by any party
        other than the Trustee, the Trustee’s compliance with the provisions of this
        Section 10.01 applicable to it.

       

      Section
        10.02. Prohibited
        Transactions and Activities. 

       

      None
        of
        the Depositor, the Master Servicer or the Trustee shall sell, dispose of,
        or
        substitute for any of the Mortgage Loans, except in a disposition pursuant
        to
        (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
        Fund,
        (iii) the termination of each REMIC pursuant to Article VII of this Agreement,
        (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
        of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
        assets for any REMIC, nor sell or dispose of any investments in the Certificate
        Account for gain, nor accept any contributions to any REMIC after the Closing
        Date, unless it has received an Opinion of Counsel (at the expense of the
        party
        causing such sale, disposition, or substitution) that such disposition,
        acquisition, substitution, or acceptance will not (a) affect adversely the
        status of such REMIC as a REMIC or of the Certificates, other than the Residual
        and Class P Certificates, as the regular interests therein, (b) affect the
        distribution of interest or principal on the Certificates, (c) result in
        the
        encumbrance of the assets transferred or assigned to the Trust Fund (except
        pursuant to the provisions of this Agreement) or (d) cause such REMIC to
        be
        subject to a tax on prohibited transactions or prohibited contributions pursuant
        to the REMIC Provisions.

       

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

       

      In
        the
        event that a REMIC fails to qualify as a REMIC, loses its status as a REMIC,
        or
        incurs federal, state or local taxes as a result of a prohibited transaction
        or
        prohibited contribution under the REMIC Provisions due to the negligent
        performance by the Trustee of its duties and obligations set forth herein,
        the
        Trustee shall indemnify the Holder of the Residual Certificate 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, a Servicer, the Depositor, or the Holder
        of
        such Residual Certificate, as applicable, or for any such Losses resulting
        from
        misinformation provided by the Holder of such Residual Certificate on which
        the
        Trustee has relied. The foregoing shall not be deemed to limit or restrict
        the
        rights and remedies of the Holder of such Residual Certificate now or hereafter
        existing at law or in equity. Notwithstanding the foregoing, however, in
        no
        event shall the Trustee have any liability (1) for any action or omission
        that
        is taken in accordance with and in compliance with the express terms of,
        or
        which is expressly permitted by the terms of, this Agreement, (2) for any
        Losses
        other than arising out of a negligent performance by the Trustee 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).

       


      
        
          
          

        

        
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      Section
        10.04. REO
        Property. 

       

      (a) Notwithstanding
        any other provision of this Agreement, the Master Servicer, acting on behalf
        of
        the Trustee hereunder, shall not (except to the extent provided in the
        applicable Servicing Agreement) permit any Servicer to, rent, lease, or
        otherwise earn income on behalf of any REMIC with respect to any REO Property
        which might cause such REO Property to fail to qualify as “foreclosure” property
        within the meaning of section 860G(a)(8) of the Code or result in the receipt
        by
        any REMIC of any “income from non-permitted assets” within the meaning of
        section 860F(a)(2) of the Code or any “net income from foreclosure property”
which is subject to tax under the REMIC Provisions unless the Master Servicer
        has advised, or has caused the applicable Servicer to advise, the Trustee
        in
        writing to the effect that, under the REMIC Provisions, such action would
        not
        adversely affect the status of any REMIC as a REMIC and any income generated
        for
        any REMIC by the REO Property would not result in the imposition of a tax
        upon
        such REMIC.

       

      (b) The
        Master Servicer shall make, or shall cause the applicable Servicer 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 from the end
        of the
        calendar year 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 and any relevant proposed legislation
        and under applicable state law, the REMIC may hold REO Property for a longer
        period without adversely affecting the REMIC status of such REMIC or causing
        the
        imposition of a Federal or state tax upon such REMIC. If such an extension
        has
        been received, then (a) the Master Servicer shall provide a copy of such
        extension to the Trustee and (b) the Master Servicer, acting on behalf of
        the
        Trust Fund, shall, or shall cause the applicable Servicer to, continue to
        attempt to sell the REO Property for its fair market value for such period
        longer than three years as such extension permits (the “Extended Period”). If
        the Master Servicer has not received such an extension, or the Master Servicer
        is acting on behalf of the Trust Fund hereunder, or the applicable Servicer
        is
        unable to sell the REO Property within 33 months after its acquisition by
        the
        Trust Fund or if an extension has been received and the Master Servicer acting
        on behalf of the Trust Fund hereunder, is unable to sell the REO Property
        within
        the period ending three months before the close of the Extended Period, the
        Master Servicer shall, or shall cause the applicable Servicer to, before
        the end
        of the three year period or the Extended Period, as applicable, (i) purchase
        such REO Property at a price equal to the REO Property’s fair market value or
        (ii) auction the REO Property to the highest bidder (which may be the Master
        Servicer) in an auction reasonably designed to produce a fair price prior
        to the
        expiration of the three-year period or the Extended Period, as the case may
        be.

       


      
        
          
          

        

        
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      ARTICLE
        XI

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        11.01. Binding
        Nature of Agreement; Assignment. 

       

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

       

      Section
        11.02. Entire
        Agreement. 

       

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

       

      Section
        11.03. Amendment.
        

       

      (a) On
        or
        prior to a Section 7.01(c) Purchase Event, this Agreement may be amended
        from
        time to time by the Depositor, the Master Servicer and the Trustee, 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,
        (iii) to make any other provisions with respect to matters or questions arising
        under this Agreement or with the provisions of any Servicing Agreement (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, adversely affect the status of any REMIC created
        pursuant to this Agreement, 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 may require an Opinion of Counsel
        (at
        the expense of the party requesting such amendment) to the effect that such
        amendment is permitted under this paragraph. Any such amendment shall be
        deemed
        not to adversely affect in any material respect any Holder if the Trustee
        receives written confirmation from each Rating Agency that such amendment
        will
        not cause such Rating Agency to reduce, qualify or withdraw 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). 

       

      (b) On
        or
        prior to a Section 7.01(c) Purchase Event, this Agreement may also be amended
        from time to time by the Depositor, the Master Servicer and the Trustee with
        the
        consent of 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,
        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 Class Notional
        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)
        of each
        Class of Certificates affected thereby. For purposes of this paragraph,
        references to “Holder” or “Holders” shall be deemed to include, in the case of
        any Class of Book-Entry Certificates, the related Certificate
        Owners.

       


      
        
          
          

        

        
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      (c) After
        a
        Section 7.01(c) Purchase Event but on or prior to a Trust Fund Termination
        Event, this Agreement may be amended from time to time by the Depositor,
        the
        Master Servicer, the
        Trustee,
        the LTURI holder and the Trustee. Prior to entering into any amendment without
        the consent of Holders pursuant to this paragraph, the Trustee
        shall be provided with an Opinion of Counsel addressed to the Trustee
        (at the expense of the party requesting such amendment) to the effect that
        such
        amendment is permitted under this Section and will not result in an Adverse
        REMIC Event.

       

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

       

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

       

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

       

      (g) Notwithstanding
        anything to the contrary in this Section 11.03, this Agreement may be amended
        from time to time by the Depositor, the Master Servicer and the Trustee to
        the
        extent necessary, in the judgment of the Depositor and its counsel, to comply
        with the Rules.

       


      
        
          
          

        

        
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      (h) Prior
        to
        the execution of any amendment to this Agreement, the Trustee shall be entitled
        to receive and rely upon an Opinion of Counsel addressed to it stating that
        the
        execution of such amendment is authorized or permitted by this Agreement.
        The
        Trustee may, but shall not be obligated to, enter into any such amendment
        which
        affects the Trustee’s own rights, duties or immunities under this
        Agreement.

       

      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 Notional Amount),
        Certificates owned by the Depositor, the Master Servicer, the Trustee or
        any
        Servicer or Affiliates thereof are not to be counted so long as such
        Certificates are owned by the Depositor, the Master Servicer, the Trustee
        or any
        Servicer or Affiliates 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 and the Trustee agree to cooperate with each other to provide to
        any
        Certificateholders and to any prospective purchaser of Certificates designated
        by such Certificateholder, upon the request of such Certificateholder 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 will make available to any person to whom a Prospectus was delivered,
        upon the request of such person specifying the document or documents requested,
        (i) a copy (excluding exhibits) of any report on Form 8-K or Form 10-K filed
        with the Securities and Exchange Commission pursuant to Section 6.20(c) and
        (ii)
        a copy of any other document incorporated by reference in the Prospectus
        to the
        extent in the possession of 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 deliver or cause to be delivered by
        first
        class mail or make available on its website to the Depositor, Attention:
        Contract Finance, a copy of the report delivered to Certificateholders pursuant
        to Section 4.03.

       

      Section
        11.06. Governing
        Law. 

       

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

       


      
        
          
          

        

        
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      Section
        11.07. Notices.
        

       

      All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given when delivered to such party at the relevant
        address, facsimile number or electronic mail address set forth below (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): (a) in the case of the Depositor, Structured Asset Securities
        Corporation, 745 Seventh Avenue, 13th
        Floor,
        New York, New York 10019, Attention:
        Mortgage Finance, LMT 2007-9,
        (b) in
        the case of the Trustee, its Corporate Trust Office and (c) in the case of
        the
        Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows Drive, Littleton,
        Colorado 80124; Attention: Master Servicing, or as to each party such other
        address as may hereafter be furnished by such party to the other parties
        in
        writing. Any notice required or permitted to be mailed to a Holder shall
        be
        given by first class mail, postage prepaid, at the address of such Holder
        as
        shown in the Certificate Register. Any notice so mailed within the time
        prescribed in this Agreement shall be conclusively presumed to have been
        duly
        given, whether or not the Holder receives such notice.

       

      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. 

       

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

       

      Section
        11.11. Benefits
        of Agreement. 

       

      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
        and 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 Sections 11.14 and 11.15.

       

      Section
        11.12. Special
        Notices to the Rating Agencies. 

       


      
        
          
          

        

        
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      (a) The
        Depositor shall give prompt notice to the Rating Agencies 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;
        and

       

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

       

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

       

      If
        to
        S&P, to:

       

      Standard
        & Poor’s Ratings Services

      55
        Water
        Street, 41st Floor

      New
        York,
        New York 10041

      Attention:
        Residential Mortgage Surveillance

       

      If
        to Fitch, to:

      


      Fitch
        Ratings

      One
        State
        Street Plaza

      New
        York,
        New York 10004

      Attention:
        Residential Mortgages

       

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

       

      Section
        11.13. 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
        11.14. Transfer
        of Servicing.

       


      
        
          
          

        

        
          150

          
            

          

        

        
          
          

        

      


      The
        Seller agrees that it shall provide written notice to the Trustee and the
        Master
        Servicer thirty days prior to any transfer or assignment by the Seller of
        its
        rights under any Servicing Agreement or of the servicing thereunder or
        delegation of its rights or duties thereunder or any portion thereof to any
        Person other than the initial Servicer under any Servicing Agreement;
provided,
        that
        (i) 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 or (ii) LBH or LBB shall be
        required to provide notice of any transfer of servicing rights by either
        of them
        to the other. In addition, the ability of the Seller to transfer or assign
        its
        rights and delegate its duties under any Servicing Agreement (other than
        a
        transfer of servicing rights between LBH and LBB) or to transfer the servicing
        thereunder to a successor servicer shall be subject to the following
        conditions:

       

      (i) Such
        successor servicer must be qualified to service loans for FNMA or
        FHLMC;

       

      (ii) Such
        successor servicer must satisfy a 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;

       

      (iii) 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 a Servicer under the applicable
        Servicing Agreement 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 each Servicing Agreement already in effect with
        each
        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 each Servicing Agreement;

       

      (iv) If
        the
        successor servicer is not a Servicer of Mortgage Loans at the time of transfer,
        there must be delivered to the Trustee 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

       

      (v) The
        Seller shall, at its cost and expense, take such steps, or cause the terminated
        Servicer to take such steps, as may be necessary or appropriate to effectuate
        and evidence the transfer of the servicing of the Mortgage Loans to such
        successor servicer, including, but not limited to, the following: (A) to
        the
        extent required by the terms of the Mortgage Loans and by applicable federal
        and
        state laws and regulations, the Seller shall cause the prior Servicer to
        timely
        mail to each obligor under a Mortgage Loan any required notices or disclosures
        describing the transfer of servicing of the Mortgage Loans to the successor
        servicer; (B) prior to the effective date of such transfer of servicing,
        the
        Seller shall cause the prior Servicer to transmit to any related insurer
        notification of such transfer of servicing; (C) on or prior to the effective
        date of such transfer of servicing, the Seller shall cause the prior Servicer
        to
        deliver to the successor servicer all Mortgage Loan Documents and any related
        records or materials; (D) on or prior to the effective date of such transfer
        of
        servicing, the Seller shall cause the prior Servicer to transfer to the
        successor servicer, or, if such transfer occurs after a Servicer Remittance
        Date
        but before the next succeeding Master Servicer Remittance Date, to the Master
        Servicer, all funds held by the applicable Servicer in respect of the Mortgage
        Loans; (E) on or prior to the effective date of such transfer of servicing,
        the
        Seller shall cause the prior Servicer to, after the effective date of the
        transfer of servicing to the successor servicer, continue to forward to such
        successor servicer, within one Business Day of receipt, the amount of any
        payments or other recoveries received by the prior Servicer, and to notify
        the
        successor servicer of the source and proper application of each such payment
        or
        recovery; and (F) the Seller shall cause the prior Servicer to, after the
        effective date of transfer of servicing to the successor servicer, continue
        to
        cooperate with the successor servicer to facilitate such transfer in such
        manner
        and to such extent as the successor servicer may reasonably
        request.

       


      
        
          
          

        

        
          151

          
            

          

        

        
          
          

        

      


      Section
        11.15. Tax
        Treatment of the Class P1 and Class P2 Certificates.

       

      It
        is the
        intent of the parties hereto that the segregated pool of assets consisting
        of
        any collections in respect of the Class P1 Distributable Amount payable to
        Class
        P1 Certificates and the Class P2 Distributable Amount payable to the Class
        P2
        Certificates constitutes, for federal income tax purposes, a grantor trust
        as
        described in Subpart E of Part I of Subchapter J of the Code and Treasury
        Regulation §301.7701-4(c)(2). The Trustee shall prepare, sign and file all of
        the tax returns in respect of such grantor trust. The expenses of preparing
        and
        filing such returns shall be borne by the Trustee without any right of
        reimbursement therefor. The Trustee shall comply with each such requirement
        by
        filing Form 1041.

      
 

      
        
          
            
            

          

          
            152

            
              

            

          

          
            
            

          

        

      

      


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

       

      


       

      STRUCTURED
        ASSET SECURITIES CORPORATION, as Depositor

       

      By:  /s/Michael
        Hitzmann            

      Name:
        Michael Hitzmann

      Title:
        Senior Vice President

       

      WELLS
        FARGO BANK, N.A.,

      as
        Trustee

       

      By:   /s/
        Martin Reed                               
        

      Name: Martin
        Reed 

      Title:
        Vice
        President

       

      AURORA
        LOAN SERVICES LLC, 

      as
        Master
        Servicer

       

      By:   /s/
        Michele Olds         

      Name:
        Michele Olds

      Title:
        Vice President

       

       

      


      


      Solely
        for purposes of Sections 6.11 and 11.14, 

      accepted
        and agreed to by:

       

      LEHMAN
        BROTHERS HOLDINGS INC.

       

      By:  /s/
        Ellen V. Kiernan              

      Name:
        Ellen V. Kiernan

      Title:
        Authorized Signatory

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      FORMS
        OF
        CERTIFICATES

       

      


       


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-1

       

      FORM
        OF INITIAL CERTIFICATION

       

                      

      [Date]

       

      Wells
        Fargo Bank, N.A.

      P.O.
        Box 98

      Columbia,
        Maryland 21046

      Attention:
        Client Services Manager, LMT 2007-9

      (or
        in the case of overnight deliveries, 

      9062
        Old Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Services Manager, LMT 2007-9)

      


      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 13th Floor

      New
        York, New York 10019

       

      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      
        	
                RE:

              	
                Trust
                  Agreement dated as of September 1, 2007, (the “Trust Agreement”), among
                  Structured Asset Securities Corporation, as Depositor, Aurora Loan
                  Services LLC, as Master Servicer, and Wells Fargo Bank, N.A., as
                  Trustee,
                  with respect to

                Lehman
                  Mortgage Trust Mortgage Pass-Through Certificates, Series
                  2007-9

              


      

       

      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 on behalf of the Trustee,
        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],
        on behalf of

      Wells
        Fargo Bank, N.A.,

      as
        Trustee

       

      By:
        ________________________

        
        Name: 


      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      


        
        Title:

       


      
        
          
          

        

        
          B-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-2

       

      FORM
        OF INTERIM CERTIFICATION

       

                  

      [Date]

      Wells
        Fargo Bank, N.A.

      P.O.
        Box 98

      Columbia,
        Maryland 21046

      Attention:
        Client Services Manager, LMT 2007-9

      (or
        in the case of overnight deliveries, 

      9062
        Old Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Services Manager, LMT 2007-9)

       

      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 13th Floor

      New
        York, New York 10019

       

      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      
        	
                RE:

              	
                Trust
                  Agreement dated as of September 1, 2007, (the “Trust Agreement”), among
                  Structured Asset Securities Corporation, as Depositor, Aurora Loan
                  Services LLC, as Master Servicer, and Wells Fargo Bank, N.A., as
                  Trustee, with respect toLehman
                  Mortgage Trust Mortgage Pass-Through Certificates, Series
                  2007-9

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02(b) 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 the attachment 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 the attachment
        hereto, it has reviewed the documents listed above 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],
        on behalf of

      Wells
        Fargo Bank, N.A.,

      as
        Trustee

       

      By:_______________________________


      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      


      Name:

      Title:


      
        
          
          

        

        
          B-2-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-3

       

      FORM
        OF FINAL CERTIFICATION

       

      
                    

        [Date]
Wells
        Fargo Bank, N.A.

      P.O.
        Box 98

      Columbia,
        Maryland 21046

      Attention:
        Client Services Manager, LMT 2007-9

      (or
        in the case of overnight deliveries, 

      9062
        Old Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Services Manager, LMT 2007-9)

       

      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 13th Floor

      New
        York, New York 10019

       

      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      
        	
                Re:

              	
                Trust
                  Agreement dated as of September 1, 2007, (the “Trust Agreement”), among
                  Structured Asset Securities Corporation, as Depositor, Aurora Loan
                  Services LLC, as Master Servicer, and Wells Fargo Bank, N.A., as
                  Trustee, with respect toLehman
                  Mortgage Trust Mortgage Pass-Through Certificates, Series
                  2007-9

              


      

       

      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 the attachment hereto) it has received the applicable
        documents listed in Section 2.02(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 above and has determined that
        each
        such document appears to be complete and, based on an examination of such
        documents, the information set forth in items (i) through (vi) of the definition
        of Mortgage Loan Schedule is correct.

       

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

       

      [Custodian],
        on behalf of

      Wells
        Fargo Bank, N.A., 

      as
        Trustee

       

      By:________________________________


      
        
          
          

        

        
          B-3-1

          
            

          

        

        
          
          

        

      


      Name:

      Title:


      
        
          
          

        

        
          B-3-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-4

       

      FORM
        OF
        ENDORSEMENT

       

      Pay
        to
        the order of
        Wells Fargo Bank, N.A.,
        as
        trustee (the “Trustee”) under the Trust
        Agreement dated as of September 1, 2007, (the “Trust Agreement”), among
        Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
        LLC,
        as Master Servicer, and Wells Fargo Bank, N.A. as Trustee,
        relating
        to Lehman Mortgage Trust Mortgage Pass-Through Certificates, Series 2007-9,
        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, (the “Trust Agreement”), among
        Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
        LLC,
        as Master Servicer, and you,
        as
        Trustee (the “Trust Agreement”), the undersigned Master Servicer hereby requests
        a release of the Mortgage File held by you as Trustee, or Custodian, as
        applicable, 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 Master Servicer hereby certifies that all amounts
        received in connection with the loan have been or will be credited to the
        Collection Account or the Certificate Account (whichever is applicable) pursuant
        to the Trust Agreement.)

       

      2. The
        Mortgage Loan is being foreclosed.

       

      3. Mortgage
        Loan substituted. (The Master 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 Master Servicer hereby certifies that the Purchase
        Price
        has been credited to the Collection Account or the Certificate Account
        (whichever is applicable) pursuant to the Trust Agreement.)

       

      5. Other.
        (Describe)

       

      The
        undersigned acknowledges that the above Mortgage File will be held by the
        undersigned in accordance with the provisions of the Trust Agreement and
        will be
        returned to you within ten (10) days of our receipt of the Mortgage File,
        except
        if the Mortgage Loan has been paid in full, or repurchased or substituted
        for a
        Qualifying Substitute Mortgage Loan (in which case the Mortgage File will
        be
        retained by us permanently).

       


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


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

       

      _____________________________________

      [Name
        of
        Master 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. 

       

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

       

      5. That
        the
        Purchaser hereby acknowledges that under the terms of the Trust Agreement
        (the
“Agreement”) dated
        as of September 1, 2007, among Structured Asset Securities Corporation, as
        Depositor, Aurora Loan Services LLC, as Master Servicer and Wells Fargo Bank,
        N.A., as Trustee,
        no
        transfer of a Residual Certificate shall be permitted to be made to any person
        unless the Depositor and the Certificate Registrar have received a certificate
        from such transferee containing the representations in paragraphs 3, 4 and
        5
        hereof.

       


      
        
          
          

        

        
          D-1-1

          
            

          

        

        
          
          

        

      


      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 Certificate Registrar
        a written statement substantially in the form of Exhibit G 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 a 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 Certificate
        Registrar with an effective Internal Revenue Service Form W-8 ECI (Certificate
        of Foreign Person’s Claim for exception 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. “Non-U.S.
        Person” means any person other than (i) a citizen or resident of the United
        States; (ii) a corporation (or entity treated as a corporation for tax purposes)
        created or organized in the United States or under the laws of the United
        States
        or of any state thereof, including, for this purpose, the District of Columbia;
        (iii) a partnership (or entity treated as a partnership for tax purposes)
        organized in the United States or under the laws of the United States or
        of any
        state thereof, including, for this purpose, the District of Columbia (unless
        provided otherwise by future Treasury regulations); (iv) an estate whose
        income
        is includible in gross income for United States income tax purposes regardless
        of its source; (v) 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 U.S. Persons have authority to control all substantial decisions of
        the
        trust; (vi) and, to the extent provided in Treasury regulations, certain
        trusts
        in existence prior to 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

       

      FORM
        OF
        RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

       

      __________________

      Date

       

      
        	
                Re:

              	
                Lehman
                  Mortgage Trust Mortgage Pass-Through Certificates
                  Series 2007-9

              
	 	 
	 	 


      

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

       

      Very
        truly yours,

       

      _______________________________

                                          Name:

                                          Title:

       


      
        
          
          

        

        
          D-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

       

      LIST
        OF
        SERVICING AGREEMENT(S)

      


      (a) Servicing
        Agreement dated as of September 1, 2007, by and among Holdings, as seller,
        and
        Aurora Loan Services LLC, in its capacity as Servicer and its capacity as
        Master
        Servicer, and as acknowledged by the Trustee.

       

      (b) Reconstituted
        Servicing Agreement dated as of September 1, 2007, by and between Holdings,
        as
        seller and PHH Mortgage Corporation, as Servicer, and as acknowledged by
        the
        Master Servicer and the Trustee.

       

      


       


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

       

      FORM
        OF
        RULE 144A TRANSFER CERTIFICATE

       

      
        	
                Re:

              	
                Lehman
                  Mortgage Trust Mortgage Pass-Through Certificates
                  Series 2007-9

              


      

       

      Reference
        is hereby made to the Trust
        Agreement dated as of September 1, 2007, (the “Trust Agreement”), among
        Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
        LLC,
        as Master Servicer, and Wells Fargo Bank, N.A., 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 Principal Amount of Class
            
        Certificates
        which are held in the form of Definitive Certificates registered in the name
        of
                                
        (the
“Transferor”). The Transferor has requested a transfer of such Definitive
        Certificates for Definitive Certificates of such Class registered in the
        name of
        [insert name of transferee].

       

      In
        connection with such request, and in respect of such Certificates, the
        Transferor hereby certifies that such Certificates are being transferred
        in
        accordance with (i) the transfer restrictions set forth in the Trust Agreement
        and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
        that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
        account of a “qualified institutional buyer”, which purchaser is aware that the
        sale to it is being made in reliance upon Rule 144A, in a transaction meeting
        the requirements of Rule 144A and in accordance with any applicable securities
        laws of any state of the United States or any other applicable
        jurisdiction.

       

      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Certificate Registrar, the Placement Agent and the
        Depositor.

       

      ________________________________________

      [Name
        of
        Transferor]

       

      By:_____________________________________

      Name:

      Title:

       

      Dated:
        __________________, ________

       


      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

       

      FORM
        OF
        PURCHASER’S LETTER FOR

      INSTITUTIONAL
        ACCREDITED INVESTOR

       

      __________________

      Date

       

      Dear
        Sirs:

       

      In
        connection with our proposed purchase of $______________ principal amount
        of
        Mortgage Pass-Through Certificates, Series 2007-9 (the “Restricted
        Certificates”) of Structured Asset Securities Corporation (the “Depositor”)
        which are held in the form of Definitive Certificates, we confirm
        that:

       

      
        	
                (1)

              	
                We
                  understand that the Restricted 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 Restricted Certificates within two years of the later
                  of the date
                  of original issuance of the Restricted Certificates or the last
                  day on
                  which such Restricted Certificates are owned by the Depositor or
                  any
                  affiliate of the Depositor (which includes the Placement Agent)
                  we will do
                  so only (A) to the Depositor, (B) to “qualified institutional buyers”
                  (within the meaning of Rule 144A under the Securities Act) in accordance
                  with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the
                  exemption from registration provided by Rule 144 under the Securities
                  Act,
                  or (D) to an institutional “accredited investor” within the meaning of
                  Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
                  Act
                  that is not a QIB (an “Institutional Accredited Investor”) which, prior to
                  such transfer, delivers to the Trustee under the Trust
                  Agreement dated as of September 1, 2007, (the “Trust Agreement”), among
                  Structured Asset Securities Corporation, as Depositor, Aurora Loan
                  Services LLC, as Master Servicer, and Wells Fargo Bank, N.A., as
                  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
                  Restricted Certificates from us a notice advising such purchaser
                  that
                  resales of the Restricted Certificates are restricted as stated
                  herein.

              


      

       

      
        	
                (2)

              	
                We
                  understand that, in connection with any proposed resale of any
                  Restricted
                  Certificates to an Institutional Accredited Investor, we will be
                  required
                  to furnish to the Certificate Registrar 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 Restricted Certificates purchased by
                  us will
                  bear a legend to the foregoing
                  effect.

              


      

       


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


      
        	
                (3)

              	
                We
                  are acquiring the Restricted 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 Restricted Certificates,
                  and we
                  and any account for which we are acting are each able to bear the
                  economic
                  risk of such investment.

              


      

       

      
        	
                (4)

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

              


      

       

      
        	
                (5)

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

              


      

       

      
        	
                (6)

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

              


      

       

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

       


      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      


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

       

      3. In
        the
        case of an ERISA-Restricted Trust Certificate, prior to the termination of
        the
        related Cap Agreement, either (i) the Investor is neither a Plan nor a person
        acting on behalf of any such Plan or using the assets of any such Plan to
        effect
        such transfer or (ii) the acquisition and holding of the ERISA-Restricted
        Trust
        Certificate are eligible for exemptive relief under the statutory exemption
        for
        nonfiduciary service providers under Section 408(b)(17) of ERISA and Section
        4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or
        PTCE
        96-23 or some other applicable exemption.

       

      4. The
        Investor hereby acknowledges that under the terms of the
        Trust Agreement dated as of September 1, 2007, (the “Agreement”), among
        Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
        LLC,
        as Master Servicer, and Wells Fargo Bank, N.A., as Trustee,
        no
        transfer of the ERISA-Restricted Certificates shall be permitted to be made
        to
        any person unless the Depositor and Certificate Registrar have received a
        certificate from such transferee in the form hereof.

       


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to proper authority, by its duly authorized officer, duly
        attested, this ____ day of _______________, 20__.

       

      ________________________________________

      [Investor]

       

      By:_____________________________________

      Name:

      Title:

       

      ATTEST:

       

      ___________________________

       

      
        	
                STATE
                  OF

              	
                )

              	 
	 	
                )
                  

              	
                ss.:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

       

      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

       

      TRANSACTION
        PARTIES

       

      Depositor: Structured
        Asset Securities Corporation

      


      Trustee:
         Wells
        Fargo Bank, N.A.

      


      Securities
        Administrator: N/A

      


      Master
        Servicer:  Aurora
        Loan Services LLC

      


      Credit
        Risk Manager: N/A

      


      PMI
        Insurer(s): N/A

      


      Interest
        Rate Swap Counterparty: N/A

      


      Interest
        Rate Cap Counterparty: N/A

      


      Servicer(s):
        Aurora Loan Services LLC and PHH Mortgage Corporation

      


      Primary
        Originator(s): Lehman Brothers Bank, FSB and PHH Mortgage
        Corporation

       

      Custodian(s):
        LaSalle Bank National Association, U.S. Bank National Association and Wells
        Fargo Bank, N.A. 

      


      Sponsor
        and Seller: Lehman Brothers Holdings, Inc.

      


       


      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        J

       

      [Reserved]

       


      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        K

       

      CUSTODIAL
        AGREEMENTS

       

      
        	
                1.

              	
                Custodial
                  Agreement dated as of September 1, 2007, between U.S. Bank National
                  Association, as custodian, and Wells
                  Fargo Bank, N.A.
                  (“Wells Fargo”), as trustee, acknowledged by Structured Asset Securities
                  Corporation (“SASCO”), as depositor, Aurora Loan Services LLC (“Aurora”),
                  as servicer, and master servicer, and PHH Mortgage Corporation
                  (“PHH), as
                  servicer. 

              


      

       

      
        	
                2.

              	
                Custodial
                  Agreement dated as of September 1, 2007, between LaSalle Bank National
                  Association, as custodian, and Wells Fargo, as trustee, acknowledged
                  by
                  SASCO, as depositor and Aurora, as master servicer and
                  servicer

              


      

       

      
        	
                3.

              	
                Custodial
                  Agreement dated as of September 1, 2007, between Wells Fargo, as
                  custodian, and Wells Fargo, as trustee, acknowledged by SASCO,
                  as
                  depositor, Aurora, as master servicer and servicer, and PHH, as
                  servicer.

              


      

       

      


       


      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L-1

      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              


      

      
        	
                Item
                  1: Distribution and Pool Performance Information

                 

              	 
	
                Information
                  included in the Distribution Date Statement

              	
                Servicer(1)

                Master
                  Servicer

                Trustee

              
	
                Any
                  information required by 1121 which is NOT included on the Distribution
                  Date Statement

              	
                Depositor

              
	
                Item
                  2: Legal Proceedings

                 

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

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer and Depositor

              
	
                ▪
                  Sponsor (Seller)

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

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian(2)

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

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

              	
                Servicer(1)

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

              	
                Depositor

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                Depositor

              
	
                Item
                  4: Defaults Upon Senior Securities

                 

                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                Trustee

              


      

       

      
        
          
          

        

        
          L-1-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                


        

      

      
        	
                Item
                  5: Submission of Matters to a Vote of Security
                  Holders

                 

                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

                 

                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

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

              	 
	
                Item
                  7: Significant Enhancement Provider Information

                 

                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

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

              	
                Depositor

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

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

              	
                Depositor

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

              	 
	
                Item
                  8: Other Information

                 

                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                Any
                  party responsible for the applicable Form 8-K Disclosure
                  item

              


      

       

      
        
          
          

        

        
          L-1-2

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                


        

      

      
        	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Trustee

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

              	
                Depositor

              


      

      _______________________

       

      (1) This
        information to be provided pursuant to the applicable Servicing
        Agreement.

      (2) This
        information to be provided pursuant to the applicable Custodial
        Agreement.


      
        
          
          

        

        
          L-1-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L-2

      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              


      

      
        	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Depositor

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

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

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

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

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

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

              	
                Depositor

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

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

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

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

              	
                Depositor

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

              	 
	
                Reg
                  AB Item 1117: Legal Proceedings

                 

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

              	 


      

       

      
        
          
          

        

        
          L-2-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                


        

      

      
        	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer and Depositor

              
	
                ▪
                  Sponsor (Seller)

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

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian(1)

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

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

              	
                Servicer(2)

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

              	
                Depositor

              
	
                Reg
                  AB Item 1119: Affiliations and Relationships

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

              	
                Depositor
                  as to (a) 

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer(2)

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                  and (b) any
                  of the following parties (or their affiliates) on the other hand,
                  that
                  exist currently or within the past two years and that are material
                  to a
                  Certificateholder’s understanding of the Certificates:

              	
                Depositor
                  as to (a) 

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Depositor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer(2)

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor

              


      

       

      
        
          
          

        

        
          L-2-2

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                


        

      

      
        	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	
                Depositor
                  as to (a) 

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer(2)

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor

              


      

       

      (1) This
        information to be provided pursuant to the applicable Custodial
        Agreement.

      (2) This
        information to be provided pursuant to the applicable Servicing
        Agreement.

      



      
        
          
          

        

        
          L-2-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L-3

      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              


      

      
        	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties (with respect to any agreement entered into by such
                  party)

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties (with respect to any agreement entered into by such
                  party)

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding the bankruptcy or receivership, with respect
                  to any
                  of the following: 

              	
                Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer(1)

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer(1)

              
	
                ▪
                  Other material servicers

              	
                Servicer(1)

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian(2)

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

                 

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

                 

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

              	
                Depositor

                Master
                  Servicer

                Trustee

                Depositor

              


      

       

      
        
          
          

        

        
          L-3-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                


        

      

      
        	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Trust Agreement.

              	
                Trustee
                  and Depositor

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

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

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Trustee

                 

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

              	
                Master
                  Servicer/Depositor/

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

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

              	
                Servicer(1)/Master
                  Servicer/Depositor

              
	
                Reg
                  AB disclosure about any new Trustee is also required.

              	
                Successor
                  Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

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

              	
                Depositor/Trustee

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

              	
                Depositor

              


      

       

      
        
          
          

        

        
          L-3-2

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                


        

      

      
        	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

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

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

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

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

       

      (1) This
        information to be provided pursuant to the applicable Servicing
        Agreement.

      (2) This
        information to be provided pursuant to the applicable Custodial
        Agreement.

      



      
        
          
          

        

        
          L-3-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L-4

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

      


      Wells
        Fargo Bank, N.A., as Trustee

      9062
        Old Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Services Manager, LMT 2007-9 - SEC
        Report Processing 

      


      RE:
        **Additional Form [10-D][10-K][8-K] Disclosure** Required

      


      


      Ladies
        and Gentlemen:

       

      In
        accordance with Section [ ] of the Trust Agreement, dated as of September
        1, 2007,
        by and
        among Structured Asset Securities Corporation, as Depositor, Aurora Loan
        Services LLC, as Master Servicer, Wells
        Fargo Bank, N.A.,
        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:


      
        
          
          

        

        
          L-4-1

          
            

          

        

        
          
          

        

      


      


      
        	
                cc:

              	
                Structured
                  Asset Securities Corporation

                745
                  Seventh Avenue, 13th Floor

                New
                  York, New York 10019

                Attention:
                  Mortgage Finance, LMT 2007-9

              


      

      


       

      



      
        
          
          

        

        
          L-4-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M

       

      RESERVED

       


      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-1

       

      FORM
        OF TRANSFER CERTIFICATE FOR TRANSFER 

      FROM
        RESTRICTED GLOBAL SECURITY TO REGULATION S 

      GLOBAL
        SECURITY PURSUANT TO SECTION 3.03(h)(B)

      


       

      
        	
                Re:

              	
                Lehman
                  Mortgage Loan Trust,Mortgage
                  Pass-Through Certificates, Series
                  2007-9

              


      

       

      Reference
        is hereby made to the Trust
        Agreement dated as of September 1, 2007, (the “Agreement”), among Structured
        Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as
        Master
        Servicer, and Wells Fargo Bank, N.A., as Trustee.
        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).

              


      

       

      The
        Certificate Registrar is entitled to rely upon this letter and is 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.

       

      


      



      
        
          
          

        

        
          N-1-1

          
            

          

        

        
          
          

        

      


                                                                  
        

      [Name
        of Transferor]

      


      


      By:
                                                                

                                        Name:

                                        Title:

       

      Date:                                   ,
              

      


      



      
        
          
          

        

        
          N-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-2

       

      FORM
        OF TRANSFER CERTIFICATE FOR TRANSFER 

      FROM
        REGULATION S GLOBAL SECURITY TO 

      RESTRICTED
        GLOBAL SECURITY PURSUANT TO SECTION 3.03(h)(C)

       

      Re: Lehman
        Mortgage Trust Mortgage Pass-Through Certificates, Series
        2007-9

       

      Reference
        is hereby made to the Trust
        Agreement dated as of September 1, 2007, (the “Agreement”), among Structured
        Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as
        Master
        Servicer, and Wells Fargo Bank, N.A., as Trustee.
        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.

       

      The
        Certificate Registrar is entitled to rely upon this letter and is 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.

       

      


       

                                                                  
        

      [Name
        of Transferor]

      


      By:                                                        

      Name:

      Title:

       

      Date:                                     ,
              

       

      


       


      
        
          
          

        

        
          N-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        O

       

      SENIOR
        PRINCIPAL PRIORITIES

       

      To
        the
        Senior Certificates related to a Collateral Group (other than any related
        Interest-Only Certificates), to the extent of the remaining Available
        Distribution Amount for the related Collateral Group, in reduction of their
        Class Principal Amounts, concurrently, as follows:

      


      (i) to
        the
        Class AP Certificates, from the Available Distribution Amount for Collateral
        Group PO, in an amount up to the AP Principal Distribution Amount, until
        the
        Class Principal Amount thereof has been reduced to zero;

       

      (ii) to
        the
        Class R, Class 1-A1 and Class 1-A2 Certificates, from the Available Distribution
        Amount for Collateral Group 1, in an amount up to the Senior Principal
        Distribution Amount for Collateral Group 1, sequentially, in the following
        order
        of priority:

       

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

       

      (B) pro
        rata,
        to the
        Class 1-A1 and Class 1-A2 Certificates, based on their respective Class
        Principal Amounts, until the Class Principal Amount of each such Class has
        been
        reduced to zero; and

       

      (iii) pro
        rata,
        to the
        Class 2-A2, Class 2-A3, Class 2-A4 and Class 2-A6 Certificates, based on
        their
        respective Class Principal Amounts, from the Available Distribution Amount
        for
        Collateral Group 2, in an amount up to the Senior Principal Distribution
        Amount
        for Collateral Group 2, until the Class Principal Amount of each such Class
        has
        been reduced to zero.

       


      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        P

       

      FORM
        OF BACK-UP CERTIFICATION

       

      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 13th Floor

      New
        York,
        New York 10019

      Attention:
        Mortgage Finance, LMT 2007-9

      


      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      
        	
                Re:

              	
                Lehman
                  Mortgage Trust

              
	 	
                Mortgage
                  Pass-Through Certificates, Series
                  2007-9

              


      

      


      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.

       


      
        
          
          

        

        
          P-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, custodian(s)]

       

      


      Date:      

      


      


      Wells
        Fargo Bank, N.A.,
        as
        Trustee

      


      


      


                              

      [Signature]

      [Title]


      
        
          
          

        

        
          P-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q

       

      FORM
        OF
        CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
        ASSESSMENT OF COMPLIANCE

       

      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Paying
                  Agent

                (including
                  the Trustee if acting as Paying Agent)

              	
                Master
                  Servicer

              	
                Trustee

              


      

      
        	 	
                General Servicing
                   Considerations

              	 	 	 
	
                1122(d)(1)(i)

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

              	 	
                X

              	 
	
                1122(d)(1)(ii)

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


              	 	 	 
	
                1122(d)(1)(iii)

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

              	
                 

              	 	 
	
                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

              	
                X

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	
                X

              	
                X

              	 
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	 	
                X

              	 


      

       

      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Master
                    Servicer

                	
                  Trustee

                


        

      

      
        	
                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

              


      

       

      
        
          
          

        

        
          Q-2

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Master
                    Servicer

                	
                  Trustee

                


        

      

      
        	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(iii)

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

              	
                X

              	
                 X

              	 
	
                1122(d)(3)(iv)

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

              	
                X

              	
                X

              	 
	 	
                Pool
                  Asset Administration

              	 	 	 
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on 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.
                  

              	 	 	 


      

       

      
        
          
          

        

        
          Q-3

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Master
                    Servicer

                	
                  Trustee

                


        

      

      
        	
                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. 

              	 	 	 


      

       

      
        
          
          

        

        
          Q-4

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Paying
                    Agent

                  (including
                    the Trustee if acting as Paying Agent)

                	
                  Master
                    Servicer

                	
                  Trustee

                


        

      

      
        	
                1122(d)(4)(xi)

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

              	 	
                 

              	 
	
                1122(d)(4)(xii)

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

              	 	
                 

              	 
	
                1122(d)(4)(xiii)

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

              	 	
                 

              	 
	
                1122(d)(4)(xiv)
                  

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

              	 	
                X

              	 
	
                1122(d)(4)(xv)

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

              	 	 	
                X

              


      

      


      



      
        
          
          

        

        
          Q-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R

       

      FORM
        OF
        EXCHANGE TRUST AGREEMENT

       


      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        S

       

      CLASS
        TABLE

       

      
        	
                Class

              	
                Collateral
                  

                Group

              	
                Class
                  Principal or Notional 

                Amount

              	
                Summary
                  Interest

                Rate
                  Formula

              	
                  Summary
                  Interest Rate Formula     

                                 Subject
                  to:                     

              	 	 	 
	
                Minimum
                  Rate

              	
                Maximum
                  Rate

              	
                Exchange/

                Exchangeable

              	
                Interest
                  Accrual Convention

              	
                Minimum
                  Denomination

              
	
                1-A1

              	
                1

              	
                $
                  61,668,000

              	
                6.00000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $
                  100,000

              
	
                1-A2

              	
                1

              	
                $
                  2,250,000

              	
                6.00000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Exchange(4)

              	
                30/360

              	
                $
                  100,000

              
	
                1-A3

              	
                1,2

              	
                $
                  7,980,000

              	
                Weighted
                  Average Rate(2)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Exchangeable

              	
                30/360

              	
                $
                  100,000

              
	
                2-A1

              	
                2

              	
                $157,061,000

              	
                6.50000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Exchangeable

              	
                30/360

              	
                $
                  100,000

              
	
                2-A2

              	
                2

              	
                $
                  74,000,000

              	
                6.50000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $
                  100,000

              
	
                2-A3

              	
                2

              	
                $
                  5,730,000

              	
                6.50000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Exchange(4)

              	
                30/360

              	
                $
                  100,000

              
	
                2-A4

              	
                2

              	
                $145,842,358

              	
                LIBOR
                  + 0.65000%

              	
                0.65000%

              	
                7.00000%

              	
                Exchange(4)

              	
                30/360

              	
                $
                  100,000

              
	
                2-A5

              	
                2

              	
                $
                  11,218,642

              	
                82.55001%
                  - (LIBOR x 13)

              	
                0.00000%

              	
                82.55001%

              	
                Exchangeable

              	
                30/360

              	
                $
                  100,000

              
	
                2-A6

              	
                2

              	
                $
                  11,218,642

              	
                0.00000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Exchange(4)

              	
                Not
                  Applicable

              	
                $
                  100,000

              
	
                2-A7

              	
                2

              	
                $145,842,358(1)

              	
                6.35000%
                  - LIBOR

              	
                0.00000%

              	
                6.35000%

              	
                Exchange(4)

              	
                30/360

              	
                $1,000,000

              
	
                2-A8

              	
                2

              	
                $162,791,000

              	
                6.50000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Exchangeable

              	
                30/360

              	
                $
                  100,000

              
	
                AP

              	
                PO

              	
                $
                  1,154,886

              	
                0.00000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                $
                  100,000

              
	
                AX

              	
                2

              	
                $
                  8,059,218(1)

              	
                6.00000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $1,000,000

              
	
                B1

              	
                1,2

              	
                $
                  5,626,000

              	
                Weighted
                  Average Rate(3)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $
                  100,000

              
	
                B2

              	
                1,2

              	
                $
                  1,562,000

              	
                Weighted
                  Average Rate(3)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $
                  100,000

              
	
                B3

              	
                1,2

              	
                $
                  1,250,000

              	
                Weighted
                  Average Rate(3)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $
                  100,000

              
	
                B4

              	
                1,2

              	
                $
                  937,000

              	
                Weighted
                  Average Rate(3)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $
                  100,000

              
	
                B5

              	
                1,2

              	
                $
                  782,000

              	
                Weighted
                  Average Rate(3)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $
                  100,000

              
	
                B6

              	
                1,2

              	
                $
                  468,346

              	
                Weighted
                  Average Rate(3)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                $
                  100,000

              
	
                P1

              	
                All

              	
                $100,000(6)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                $
                  10,000

              
	
                P2

              	
                All

              	
                $100,000(6)

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                $
                  10,000

              
	
                LT-R

              	
                Not
                  applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                100%(5)

              
	
                R

              	
                1

              	
                $
                  100

              	
                6.00000%

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                Not
                  Applicable

              	
                30/360

              	
                100%(5)

              


      

       

      (1)   
        Initial
        Notional Amount. These Classes of Certificates are interest-only certificates;
        they will not be entitled to payments of principal and will accrue interest
        on
        their Notional Amounts. 

      (2)   
        The
        weighted average rate applicable to this formula will be the weighted average
        of
        the certificate interest rates of the Class 1-A2 and 2-A3 Certificates, weighted
        based on the class balances of such Certificates as of the immediately preceding
        Distribution Date.

      (3)   
        The
        weighted average rate applicable to this formula will be the weighted average
        of
        the designated rates applicable to Collateral Groups 1 and 2 weighted on
        the
        basis of the group subordinate amounts thereof.

      (4)   
        These
        classes of certificates are Exchange Certificates. Certain combinations of
        Exchange Certificates can be exchanged for corresponding Exchangeable
        Certificates.

      (5)   
        The
        Class
        R and Class LT-R Certificates will be issued in definitive, fully registered
        form, representing the entire percentage interest of that class.

      (6)   
        Initial
        Notional Amount. These Classes of Certificates will be issued without a
        principal balance or an interest rate.


      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        T

       

      APPLICABLE
        FRACTIONS TABLE

       

      Mortgage
        Loans with Net Mortgage Rates Less than 6.00%.
        Principal received or advanced on each Discount Mortgage Loan will be allocated
        between Collateral Group PO and Collateral Group 1 on the basis of the
        Applicable Fractions of the Discount Mortgage Loans. The Applicable Fraction
        for
        the portion of each such Discount Mortgage Loan allocated to Collateral Group
        PO, is (6.00% minus
        Net
        Mortgage Rate) /6.00%, and the Applicable Fraction for the portion of each
        such
        Discount Mortgage Loan allocated to Collateral Group 1, is Net Mortgage Rate
        /6.00%.

       

      Mortgage
        Loans with Net Mortgage Rates Greater than or Equal to 6.00% and Less than
        6.50%.
        Principal received or advanced on each Mortgage Loan having a Net Mortgage
        Rate
        greater than or equal to 6.00% but less than 6.50% will be allocated between
        Collateral Group 1 and Collateral Group 2 on the basis of the Applicable
        Fractions of the Mortgage Loans. The Applicable Fraction for the portion
        of each
        such Mortgage Loan allocated to Collateral Group 1, is (6.50% minus
        Net
        Mortgage Rate) /0.50%, and the Applicable Fraction for the portion of each
        such
        Mortgage Loan allocated to Collateral Group 2, is 1 minus
        ((6.50%
minus
        Net
        Mortgage Rate) / 0.50%).

       

      Mortgage
        Loans with Net Mortgage Rates Greater than or Equal to 6.50%.
        Principal received or advanced on each Mortgage Loan having a Net Mortgage
        Rate
        greater than or equal to 6.50% will be allocated entirely to Collateral Group
        2.

       


      
        
          
          

        

        
          T-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        U

       

      [RESERVED]

       


      
        
          
          

        

        
          U-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        V

       

      MONTHLY
        ELECTRONIC DATA TRANSMISSION


      
        
          
          

        

        
          V-1

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        A

       

       

      ALL
        MORTGAGE LOANS

       


      
        
          
          

        

        
          Sch
            A-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

       

       

      [RESERVED]

       


      
        
          
          

        

        
          Sch
            B-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        C-1

       

      [RESERVED]

       


      
        
          
          

        

        
          Sch
            C-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        C-2

       

      [RESERVED]

       


      
        
          
          

        

        
          Sch
            C-2

          
            

          

        

        
          
          

        

      


      SCHEDULE
        D

       

      AX
        MORTGAGE LOANS

       


      
        
          
          

        

        
          Sch
            D-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        E

       

       

      MORTGAGE
        LOANS WITH SOFT PREPAYMENT PENALTIES 

       


      
        
          
          

        

        
          Sch
            E-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        F

       

       

      MORTGAGE
        LOANS WITH HARD PREPAYMENT PENALTIES 

       

      

        
          
            
            

          

          
            Sch
              F-1