EXECUTION

    


    


    
 

    


    STRUCTURED
      ASSET SECURITIES CORPORATION,

    as
      Depositor,

    


    AURORA
      LOAN SERVICES LLC,

    as
      Master
      Servicer,

    


    and

    


    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

    


    ___________________________

    


    TRUST
      AGREEMENT


    


    Dated
      as
      of September 1, 2007

    ___________________________

    


    LEHMAN
      XS
      TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2007-17H

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    
      	 	 	
              Page

            
	 	 
	
              ARTICLE
                I DEFINITIONS

            	
              14

            
	 	 	 
	
              Section
                1.01.

            	
              Definitions.

            	
              14

            
	
              Section
                1.02.

            	
              Calculations
                Respecting Mortgage Loans.

            	
              57

            
	
              Section
                1.03.

            	
              Calculations
                Respecting Accrued Interest.

            	
              57

            
	 	 
	
              ARTICLE
                II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              57

            
	 	 	 
	
              Section
                2.01.

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

            	
              57

            
	
              Section
                2.02.

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

            	
              61

            
	
              Section
                2.03.

            	
              Representations
                and Warranties of the Depositor.

            	
              63

            
	
              Section
                2.04.

            	
              Discovery
                of Breach.

            	
              65

            
	
              Section
                2.05.

            	
              Repurchase,
                Purchase or Substitution of Mortgage Loans.

            	
              65

            
	
              Section
                2.06.

            	
              Grant
                Clause.

            	
              66

            
	 	 
	
              ARTICLE
                III THE CERTIFICATES

            	
              67

            
	 	 	 
	
              Section
                3.01.

            	
              The
                Certificates.

            	
              67

            
	
              Section
                3.02.

            	
              Registration.

            	
              68

            
	
              Section
                3.03.

            	
              Transfer
                and Exchange of Certificates.

            	
              69

            
	
              Section
                3.04.

            	
              Cancellation
                of Certificates.

            	
              73

            
	
              Section
                3.05.

            	
              Replacement
                of Certificates.

            	
              73

            
	
              Section
                3.06.

            	
              Persons
                Deemed Owners.

            	
              74

            
	
              Section
                3.07.

            	
              Temporary
                Certificates.

            	
              74

            
	
              Section
                3.08.

            	
              Appointment
                of Paying Agent.

            	
              74

            
	
              Section
                3.09.

            	
              Book-Entry
                Certificates.

            	
              75

            
	 	 
	
              ARTICLE
                IV ADMINISTRATION OF THE TRUST FUND

            	
              77

            
	 	 	 
	
              Section
                4.01.

            	
              Collection
                Account.

            	
              77

            
	
              Section
                4.02.

            	
              Application
                of Funds in the Collection Account.

            	
              79

            
	
              Section
                4.03.

            	
              Reports
                to Certificateholders.

            	
              81

            
	
              Section
                4.04.

            	
              Certificate
                Account.

            	
              86

            
	 	 
	
              ARTICLE
                V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

            	
              87

            
	 	 	 
	
              Section
                5.01.

            	
              Distributions
                Generally.

            	
              87

            
	
              Section
                5.02.

            	
              Distributions
                from the Certificate Account.

            	
              88

            
	
              Section
                5.03.

            	
              Allocation
                of Losses.

            	
              98

            
	
              Section
                5.04.

            	
              Advances
                by Master Servicer, Servicers and Trustee.

            	
              99

            
	
              Section
                5.05.

            	
              Compensating
                Interest Payments.

            	
              100

            
	
              Section
                5.06.

            	
              Basis
                Risk Reserve Fund.

            	
              100

            
	
              Section
                5.07.

            	
              Supplemental
                Interest Trust; Swap and Cap Accounts.

            	
              101

            
	
              Section
                5.08.

            	
              Rights
                of Swap Counterparty.

            	
              103

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                5.09.

            	
              Termination
                Receipts.

            	
              104

            
	
              Section
                5.10.

            	
              The
                Certificate Insurance Policy.

            	
              105

            
	 	 
	
              ARTICLE
                VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT

            	
              108

            
	 	 	 
	
              Section
                6.01.

            	
              Duties
                of Trustee and Paying Agent.

            	
              108

            
	
              Section
                6.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              111

            
	
              Section
                6.03.

            	
              Trustee
                Not Liable for Certificates.

            	
              113

            
	
              Section
                6.04.

            	
              Trustee
                May Own Certificates.

            	
              114

            
	
              Section
                6.05.

            	
              Eligibility
                Requirements for Trustee.

            	
              114

            
	
              Section
                6.06.

            	
              Resignation
                and Removal of Trustee.

            	
              114

            
	
              Section
                6.07.

            	
              Successor
                Trustee.

            	
              115

            
	
              Section
                6.08.

            	
              Merger
                or Consolidation of Trustee.

            	
              116

            
	
              Section
                6.09.

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian.

            	
              116

            
	
              Section
                6.10.

            	
              Authenticating
                Agents.

            	
              119

            
	
              Section
                6.11.

            	
              Indemnification
                of Trustee.

            	
              119

            
	
              Section
                6.12.

            	
              Fees
                and Expenses of Trustee and Custodians.

            	
              120

            
	
              Section
                6.13.

            	
              Collection
                of Monies.

            	
              121

            
	
              Section
                6.14.

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

            	
              121

            
	
              Section
                6.15.

            	
              Additional
                Remedies of Trustee Upon Event of Default.

            	
              125

            
	
              Section
                6.16.

            	
              Waiver
                of Defaults.

            	
              126

            
	
              Section
                6.17.

            	
              Notification
                to Holders.

            	
              126

            
	
              Section
                6.18.

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

            	
              126

            
	
              Section
                6.19.

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

            	
              127

            
	
              Section
                6.20.

            	
              Preparation
                of Tax Returns and Reports to the Commission.

            	
              127

            
	
              Section
                6.21.

            	
              Compliance
                with Regulation AB.

            	
              136

            
	
              Section
                6.22.

            	
              No
                Merger.

            	
              136

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

            	
              137

            
	 	 	 
	
              Section
                7.01.

            	
              Purchase
                of Mortgage Loans; Termination of the Trust Fund Upon Purchase or
                Liquidation of Mortgage Loans; Purchase of the Pooling REMIC 1 Regular
                Interests.

            	
              137

            
	
              Section
                7.02.

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

            	
              139

            
	
              Section
                7.03.

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

            	
              140

            
	
              Section
                7.04.

            	
              Optional
                Purchase Right of NIMS Insurer.

            	
              141

            
	 	 
	
              ARTICLE
                VIII RIGHTS OF CERTIFICATEHOLDERS

            	
              141

            
	 	 	 
	
              Section
                8.01.

            	
              Limitation
                on Rights of Holders.

            	
              141

            
	
              Section
                8.02.

            	
              Access
                to List of Holders.

            	
              142

            
	
              Section
                8.03.

            	
              Acts
                of Holders of Certificates.

            	
              143

            


    

     

    
      
        
        

      

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

            	
              144

            
	 	 	 
	
              Section
                9.01.

            	
              Duties
                of the Master Servicer.

            	
              144

            
	
              Section
                9.02.

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

            	
              144

            
	
              Section
                9.03.

            	
              Master
                Servicer’s Financial Statements and Related Information.

            	
              145

            
	
              Section
                9.04.

            	
              Power
                to Act; Procedures.

            	
              145

            
	
              Section
                9.05.

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

            	
              147

            
	
              Section
                9.06.

            	
              Collection
                of Taxes, Assessments and Similar Items.

            	
              148

            
	
              Section
                9.07.

            	
              Termination
                of Servicing Agreements; Successor Servicers.

            	
              149

            
	
              Section
                9.08.

            	
              Master
                Servicer Liable for Enforcement.

            	
              149

            
	
              Section
                9.09.

            	
              No
                Contractual Relationship Between Any Servicer and Trustee or
                Depositor.

            	
              150

            
	
              Section
                9.10.

            	
              Assumption
                of Servicing Agreement by Trustee.

            	
              150

            
	
              Section
                9.11.

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

            	
              151

            
	
              Section
                9.12.

            	
              Release
                of Mortgage Files.

            	
              151

            
	
              Section
                9.13.

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

            	
              152

            
	
              Section
                9.14.

            	
              Representations
                and Warranties of the Master Servicer.

            	
              154

            
	
              Section
                9.15.

            	
              Opinion.

            	
              156

            
	
              Section
                9.16.

            	
              Standard
                Hazard and Flood Insurance Policies.

            	
              156

            
	
              Section
                9.17.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              157

            
	
              Section
                9.18.

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            	
              157

            
	
              Section
                9.19.

            	
              Trustee
                To Retain Possession of Certain Insurance Policies and
                Documents.

            	
              157

            
	
              Section
                9.20.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              158

            
	
              Section
                9.21.

            	
              Compensation
                to the Master Servicer.

            	
              158

            
	
              Section
                9.22.

            	
              REO
                Property.

            	
              159

            
	
              Section
                9.23.

            	
              Notice
                to the Sponsor, the Depositor and the Trustee.

            	
              159

            
	
              Section
                9.24.

            	
              Reports
                to the Trustee.

            	
              160

            
	
              Section
                9.25.

            	
              Assessment
                of Compliance and Attestation Reports.

            	
              161

            
	
              Section
                9.26.

            	
              Annual
                Statement of Compliance with Applicable Servicing Criteria
                .

            	
              162

            
	
              Section
                9.27.

            	
              Merger
                or Consolidation.

            	
              163

            
	
              Section
                9.28.

            	
              Resignation
                of Master Servicer.

            	
              163

            
	
              Section
                9.29.

            	
              Assignment
                or Delegation of Duties by the Master Servicer.

            	
              163

            
	
              Section
                9.30.

            	
              Limitation
                on Liability of the Master Servicer and Others.

            	
              164

            
	
              Section
                9.31.

            	
              Indemnification;
                Third-Party Claims.

            	
              165

            
	 	 
	
              ARTICLE
                X REMIC ADMINISTRATION

            	
              165

            
	 	 	 
	
              Section
                10.01.

            	
              REMIC
                Administration.

            	
              165

            
	
              Section
                10.02.

            	
              Prohibited
                Transactions and Activities.

            	
              168

            
	
              Section
                10.03.

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

            	
              169

            
	
              Section
                10.04.

            	
              REO
                Property.

            	
              169

            
	 	 
	
              ARTICLE
                XI MISCELLANEOUS PROVISIONS

            	
              170

            
	 	 	 
	
              Section
                11.01.

            	
              Binding
                Nature of Agreement; Assignment.

            	
              170

            


    

     

    
      
        
        

      

      
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              Section
                11.02.

            	
              Entire
                Agreement.

            	
              170

            
	
              Section
                11.03.

            	
              Amendment.

            	
              170

            
	
              Section
                11.04.

            	
              Voting
                Rights.

            	
              172

            
	
              Section
                11.05.

            	
              Provision
                of Information.

            	
              172

            
	
              Section
                11.06.

            	
              Governing
                Law.

            	
              173

            
	
              Section
                11.07.

            	
              Notices.

            	
              173

            
	
              Section
                11.08.

            	
              Severability
                of Provisions.

            	
              174

            
	
              Section
                11.09.

            	
              Indulgences;
                No Waivers.

            	
              174

            
	
              Section
                11.10.

            	
              Headings
                Not To Affect Interpretation.

            	
              174

            
	
              Section
                11.11.

            	
              Benefits
                of Agreement.

            	
              174

            
	
              Section
                11.12.

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

            	
              174

            
	
              Section
                11.13.

            	
              Conflicts.

            	
              175

            
	
              Section
                11.14.

            	
              Counterparts.

            	
              176

            
	
              Section
                11.15.

            	
              Transfer
                of Servicing.

            	
              176

            
	
              Section
                11.16.

            	
              Matters
                Relating to the Certificate Insurance Policy.

            	
              177

            


    

    


    


    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    ATTACHMENTS

    

      
        	
                Exhibit
                  A

              	
                Forms
                  of Certificates

              


      

      
        	
                Exhibit
                  B-1

              	
                Form
                  of Initial Certification

              


      

      
        	
                Exhibit
                  B-2

              	
                Form
                  of Interim Certification

              


      

      
        	
                Exhibit
                  B-3

              	
                Form
                  of Final Certification

              


      

      
        	
                Exhibit
                  B-4

              	
                Form
                  of Endorsement

              


      

      
        	
                Exhibit
                  C

              	
                Request
                  for Release of Documents and
                  Receipt

              


      

      
        	
                Exhibit
                  D-l

              	
                Form
                  of Residual Certificate Transfer Affidavit
                  (Transferee)

              


      

      
        	
                Exhibit
                  D-2

              	
                Form
                  of Residual Certificate Transfer Affidavit
                  (Transferor)

              


      

      
        	
                Exhibit
                  E

              	
                List
                  of Servicing Agreements 

              


      

      
        	
                Exhibit
                  F

              	
                Form
                  of Rule 144A Transfer Certificate

              


      

      
        	
                Exhibit
                  G

              	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              


      

      
        	
                Exhibit
                  H

              	
                Form
                  of ERISA Transfer Affidavit

              


      

      
        	
                Exhibit
                  I

              	
                [Reserved]

              


      

      
        	
                Exhibit
                  J

              	
                Form
                  of Ambac Certificate Insurance
                  Policy

              


      

      
        	
                Exhibit
                  K

              	
                List
                  of Custodial Agreements 

              


      

      
        	
                Exhibit
                  L-1

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

              


      

      
        	
                Exhibit
                  L-2

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

              


      

      
        	
                
                  Exhibit
                    M-1

                

              	
                
                  Form
                    of Back-up Sarbanes Oxley
                    Certification

                

              


        	
                Exhibit
                  M-2

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

              


      

      
        	
                Exhibit
                  N-1

              	
                Swap
                  Agreement

              


      

      
        	
                Exhibit
                  N-2

              	
                Cap
                  Agreement

              


      

      
        	
                Exhibit
                  O

              	
                Servicing
                  Criteria to be Addressed in Report on Assessment of
                  Compliance

              


      

      
        	
                Exhibit
                  P

              	
                Transaction
                  Parties

              


      

      
        	
                Exhibit
                  Q

              	
                Additional
                  Form 10-D Disclosure

              


      

      
        	
                Exhibit
                  R

              	
                Additional
                  Form 10-K Disclosure

              


      

      
        	
                Exhibit
                  S

              	
                Additional
                  Form 8-K Disclosure

              


      

      


      
        	
                Schedule
                  A

              	
                Mortgage
                  Loan Schedule 

              


      




    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    

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

      


      PRELIMINARY
        STATEMENT 

      


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

      


      As
        provided herein, the Trustee shall elect that the Trust Fund (exclusive of
        (i)
        the Basis Risk Reserve Fund, (ii) the Swap Agreement, (iii) the Swap Account,
        (iv) the Cap Agreement, (v) the Cap Account, (vi) the Supplemental Interest
        Trust, (vii) the obligation to pay Class I Shortfalls, (viii) the Collateral
        Account and (ix) the rights to receive (and the obligations to pay) Basis
        Risk
        Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust
        Assets”), be treated for federal income tax purposes as comprising five real
        estate mortgage investment conduits (each, a “REMIC”): Pooling REMIC 1,
        Lower-Tier REMIC 1, Middle-Tier REMIC 1, Middle-Tier REMIC 2, and the Upper-Tier
        REMIC. 

      


      Pooling
        REMIC 1 shall hold the assets of the Trust Fund, other than any Excluded
        Trust
        Assets, and shall issue several uncertificated interests and shall also issue
        the Class LT-R Certificate, which is hereby designated as the sole residual
        interest in Pooling REMIC 1. Each uncertificated interest in Pooling REMIC
        1 is
        hereby designated as a REMIC regular interest. 

      


      Lower-Tier
        REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1
        and
        shall issue several uncertificated interests. Each such interest, other than
        the
        LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R
        Interest is hereby designated as the sole residual interest in Lower-Tier
        REMIC
        1.

      


      Middle-Tier
        REMIC 1 shall hold the uncertificated interests issued by Lower-Tier REMIC
        1,
        other than the LT1-R Interest, and shall issue several uncertificated interests.
        Each such interest, other than the Class MT1-R Interest, is hereby designated
        as
        a REMIC regular interest. The Class MT1-R Interest is hereby designated as
        the
        sole residual interest in Middle-Tier REMIC 1.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Middle-Tier
        REMIC 2 shall hold the uncertificated interests issued by Middle-Tier REMIC
        1,
        other than the MT1-R Interest, and shall issue several uncertificated interests.
        Each such interest, other than the Class MT2-R Interest, is hereby designated
        as
        a REMIC regular interest. The Class MT2-R Interest is hereby designated as
        the
        sole residual interest in Middle-Tier REMIC 2.

      


      The
        Upper-Tier REMIC shall hold the uncertificated interests issued by Middle-Tier
        REMIC 2, other than the Class MT2-R Interest. Each of the Offered Certificates
        represents ownership of regular interests in the Upper-Tier REMIC. Each of
        the
        Offered Certificates (other than the Class A-IO Certificates) also represents
        the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls.
        In
        addition, each of the Offered Certificates represents the obligation to pay
        Class I Shortfalls. For federal income tax purposes, the Class XS Component
        of
        the Class X Certificates represents ownership of regular interests in the
        Upper-Tier REMIC and also represents the obligation to make payments in respect
        of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the LIBOR
        Certificates to the extent payable from Monthly Excess Cashflow. The Class
        CX
        and Class SX Components of the Class X Certificates shall not represent an
        interest in any REMIC formed hereby. The Class P Certificates represent
        ownership of regular interests in the Upper-Tier REMIC. The Class R Certificate
        represents ownership of the sole class of residual interest in the Upper-Tier
        REMIC as well as ownership of the Class LT1-R, Class MT1-R, and Class MT2-R
        Interests.

      


      Pooling
        REMIC 1

      


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

      


      On
        each
        Distribution Date, the Trustee shall first pay or charge as an expense of
        Pooling REMIC 1 all expenses of the Trust Fund (other than any expenses with
        respect to the Swap Agreement) that are deducted in computing the Interest
        Remittance Amount for such Distribution Date.

      


      On
        each
        Distribution Date the Trustee shall distribute the aggregate Interest Remittance
        Amount (net of expenses described in the preceding paragraph) with respect
        to
        each of the Lower-Tier Interests in Pooling REMIC 1 based on the above-described
        interest rates.

      


      On
        each
        Distribution Date, the Trustee shall distribute the aggregate Principal
        Remittance Amount among the Pooling REMIC 1 Regular Interests in accordance
        with
        the amount of the Principal Remittance Amount attributable to the Mortgage
        Loan
        corresponding to each such Pooling REMIC 1 Regular Interest. All losses on
        the
        Mortgage Loans shall be allocated among the Pooling REMIC 1 Regular Interest
        in
        the same manner that principal distributions are allocated.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      On
        each
        Distribution Date, the Trustee shall distribute the Prepayment Premiums
        collected during the preceding Prepayment Period, in the case of Principal
        Prepayments in full, or during the related Collection Period, in the case
        of
        Principal Prepayments in part, to the Pooling REMIC 1 Regular Interest
        corresponding to the Mortgage Loan with respect to which such amounts were
        received.

      


      Lower-Tier
        REMIC 1

      


      The
        following table sets forth (or describes) the designation, interest rate,
        and
        initial principal balance for each interest in Lower-Tier REMIC 1, each of
        which, other than the LT1-R Lower-Tier Interest) is hereby designated as
        a
        regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular
        Interests):

      


      
        	
                Designation

              	 	
                Initial
                  Principal 

                Balance

              	 	
                 

                Interest
                  Rate

              
	
                LT1-A

              	 	
                (5)

              	 	
                (1)

              
	
                LT1-F1

              	 	
                $       9,020,417.00

              	 	
                (2)

              
	
                LT1-V1

              	 	
                $       9,020,417.00

              	 	
                (3)

              
	
                LT1-F2

              	 	
                $       8,701,194.00

              	 	
                (2)

              
	
                LT1-V2

              	 	
                $       8,701,194.00

              	 	
                (3)

              
	
                LT1-F3

              	 	
                $       8,393,258.50

              	 	
                (2)

              
	
                LT1-V3

              	 	
                $       8,393,258.50

              	 	
                (3)

              
	
                LT1-F4

              	 	
                $       8,096,213.50

              	 	
                (2)

              
	
                LT1-V4

              	 	
                $       8,096,213.50

              	 	
                (3)

              
	
                LT1-F5

              	 	
                $       7,809,672.00

              	 	
                (2)

              
	
                LT1-V5

              	 	
                $       7,809,672.00

              	 	
                (3)

              
	
                LT1-F6

              	 	
                $       7,533,264.50

              	 	
                (2)

              
	
                LT1-V6

              	 	
                $       7,533,264.50

              	 	
                (3)

              
	
                LT1-F7

              	 	
                $       7,266,631.50

              	 	
                (2)

              
	
                LT1-V7

              	 	
                $       7,266,631.50

              	 	
                (3)

              
	
                LT1-F8

              	 	
                $       7,009,428.50

              	 	
                (2)

              
	
                LT1-V8

              	 	
                $       7,009,428.50

              	 	
                (3)

              
	
                LT1-F9

              	 	
                $       6,761,322.50

              	 	
                (2)

              
	
                LT1-V9

              	 	
                $       6,761,322.50

              	 	
                (3)

              
	
                LT1-F10

              	 	
                $       6,521,990.00

              	 	
                (2)

              
	
                LT1-V10

              	 	
                $       6,521,990.00

              	 	
                (3)

              
	
                LT1-F11

              	 	
                $     19,463,309.50

              	 	
                (2)

              
	
                LT1-V11

              	 	
                $     19,463,309.50

              	 	
                (3)

              
	
                LT1-F12

              	 	
                $       6,615,209.50

              	 	
                (2)

              
	
                LT1-V12

              	 	
                $       6,615,209.50

              	 	
                (3)

              
	
                LT1-F13

              	 	
                $       6,338,567.50

              	 	
                (2)

              
	
                LT1-V13

              	 	
                $       6,338,567.50

              	 	
                (3)

              
	
                LT1-F14

              	 	
                $       6,073,487.00

              	 	
                (2)

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	
                LT1-V14

              	
                $       6,073,487.00

              	
                (3)

              
	
                LT1-F15

              	
                $       5,819,485.50

              	
                (2)

              
	
                LT1-V15

              	
                $       5,819,485.50

              	
                (3)

              
	
                LT1-F16

              	
                $       5,576,100.00

              	
                (2)

              
	
                LT1-V16

              	
                $       5,576,100.00

              	
                (3)

              
	
                LT1-F17

              	
                $       5,342,887.00

              	
                (2)

              
	
                LT1-V17

              	
                $       5,342,887.00

              	
                (3)

              
	
                LT1-F18

              	
                $       5,119,422.00

              	
                (2)

              
	
                LT1-V18

              	
                $       5,119,422.00

              	
                (3)

              
	
                LT1-F19

              	
                $       5,005,474.00

              	
                (2)

              
	
                LT1-V19

              	
                $       5,005,474.00

              	
                (3)

              
	
                LT1-F20

              	
                $       4,695,947.00

              	
                (2)

              
	
                LT1-V20

              	
                $       4,695,947.00

              	
                (3)

              
	
                LT1-F21

              	
                $       4,499,522.00

              	
                (2)

              
	
                LT1-V21

              	
                $       4,499,522.00

              	
                (3)

              
	
                LT1-F22

              	
                $       4,578,678.50

              	
                (2)

              
	
                LT1-V22

              	
                $       4,578,678.50

              	
                (3)

              
	
                LT1-F23

              	
                $     19,178,614.50

              	
                (2)

              
	
                LT1-V23

              	
                $     19,178,614.50

              	
                (3)

              
	
                LT1-F24

              	
                $       3,865,305.00

              	
                (2)

              
	
                LT1-V24

              	
                $       3,865,305.00

              	
                (3)

              
	
                LT1-F25

              	
                $       3,676,829.50

              	
                (2)

              
	
                LT1-V25

              	
                $       3,676,829.50

              	
                (3)

              
	
                LT1-F26

              	
                $       3,497,540.00

              	
                (2)

              
	
                LT1-V26

              	
                $       3,497,540.00

              	
                (3)

              
	
                LT1-F27

              	
                $       3,326,988.50

              	
                (2)

              
	
                LT1-V27

              	
                $       3,326,988.50

              	
                (3)

              
	
                LT1-F28

              	
                $       3,164,749.00

              	
                (2)

              
	
                LT1-V28

              	
                $       3,164,749.00

              	
                (3)

              
	
                LT1-F29

              	
                $       3,010,417.50

              	
                (2)

              
	
                LT1-V29

              	
                $       3,010,417.50

              	
                (3)

              
	
                LT1-F30

              	
                $       2,863,607.50

              	
                (2)

              
	
                LT1-V30

              	
                $       2,863,607.50

              	
                (3)

              
	
                LT1-F31

              	
                $       2,723,954.00

              	
                (2)

              
	
                LT1-V31

              	
                $       2,723,954.00

              	
                (3)

              
	
                LT1-F32

              	
                $       2,605,050.00

              	
                (2)

              
	
                LT1-V32

              	
                $       2,605,050.00

              	
                (3)

              
	
                LT1-F33

              	
                $       2,514,617.00

              	
                (2)

              
	
                LT1-V33

              	
                $       2,514,617.00

              	
                (3)

              
	
                LT1-F34

              	
                $       2,361,831.00

              	
                (2)

              
	
                LT1-V34

              	
                $       2,361,831.00

              	
                (3)

              
	
                LT1-F35

              	
                $       2,226,219.00

              	
                (2)

              
	
                LT1-V35

              	
                $       2,226,219.00

              	
                (3)

              
	
                LT1-F36

              	
                $       2,117,634.00

              	
                (2)

              
	
                LT1-V36

              	
                $       2,117,634.00

              	
                (3)

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	
                LT1-F37

              	
                $       2,014,342.50

              	
                (2)

              
	
                LT1-V37

              	
                $       2,014,342.50

              	
                (3)

              
	
                LT1-F38

              	
                $       1,916,086.50

              	
                (2)

              
	
                LT1-V38

              	
                $       1,916,086.50

              	
                (3)

              
	
                LT1-F39

              	
                $       1,822,620.00

              	
                (2)

              
	
                LT1-V39

              	
                $       1,822,620.00

              	
                (3)

              
	
                LT1-F40

              	
                $       1,733,711.00

              	
                (2)

              
	
                LT1-V40

              	
                $       1,733,711.00

              	
                (3)

              
	
                LT1-F41

              	
                $       1,649,135.50

              	
                (2)

              
	
                LT1-V41

              	
                $       1,649,135.50

              	
                (3)

              
	
                LT1-F42

              	
                $       1,568,684.50

              	
                (2)

              
	
                LT1-V42

              	
                $       1,568,684.50

              	
                (3)

              
	
                LT1-F43

              	
                $       1,492,155.50

              	
                (2)

              
	
                LT1-V43

              	
                $       1,492,155.50

              	
                (3)

              
	
                LT1-F44

              	
                $       1,419,357.50

              	
                (2)

              
	
                LT1-V44

              	
                $       1,419,357.50

              	
                (3)

              
	
                LT1-F45

              	
                $       1,350,109.50

              	
                (2)

              
	
                LT1-V45

              	
                $       1,350,109.50

              	
                (3)

              
	
                LT1-F46

              	
                $       1,284,237.50

              	
                (2)

              
	
                LT1-V46

              	
                $       1,284,237.50

              	
                (3)

              
	
                LT1-F47

              	
                $       1,221,578.00

              	
                (2)

              
	
                LT1-V47

              	
                $       1,221,578.00

              	
                (3)

              
	
                LT1-F48

              	
                $       1,161,973.00

              	
                (2)

              
	
                LT1-V48

              	
                $       1,161,973.00

              	
                (3)

              
	
                LT1-F49

              	
                $       1,105,275.50

              	
                (2)

              
	
                LT1-V49

              	
                $       1,105,275.50

              	
                (3)

              
	
                LT1-F50

              	
                $       1,051,342.50

              	
                (2)

              
	
                LT1-V50

              	
                $       1,051,342.50

              	
                (3)

              
	
                LT1-F51

              	
                $       1,000,039.00

              	
                (2)

              
	
                LT1-V51

              	
                $       1,000,039.00

              	
                (3)

              
	
                LT1-F52

              	
                $          951,238.50

              	
                (2)

              
	
                LT1-V52

              	
                $          951,238.50

              	
                (3)

              
	
                LT1-F53

              	
                $          904,817.00

              	
                (2)

              
	
                LT1-V53

              	
                $          904,817.00

              	
                (3)

              
	
                LT1-F54

              	
                $          911,229.00

              	
                (2)

              
	
                LT1-V54

              	
                $          911,229.00

              	
                (3)

              
	
                LT1-F55

              	
                $          885,865.50

              	
                (2)

              
	
                LT1-V55

              	
                $          885,865.50

              	
                (3)

              
	
                LT1-F56

              	
                $       1,695,765.00

              	
                (2)

              
	
                LT1-V56

              	
                $       1,695,765.00

              	
                (3)

              
	
                LT1-F57

              	
                $       7,629,961.50

              	
                (2)

              
	
                LT1-V57

              	
                $       7,629,961.50

              	
                (3)

              
	
                LT1-F58

              	
                $       3,233,134.00

              	
                (2)

              
	
                LT1-V58

              	
                $       3,233,134.00

              	
                (3)

              
	
                LT1-F59

              	
                $       3,265,441.50

              	
                (2)

              
	
                LT1-V59

              	
                $       3,265,441.50

              	
                (3)

              
	
                LT1-R

              	
                (4)

              	
                (4)

              


      

      



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      ___________________________

      
        	
                (1)

              	
                For
                  any Distribution Date (and the related Accrual Period) the interest
                  rate
                  for the LT1-A Interest shall be the Net WAC Rate.
                  

              


      

       

      
        	
                (2)

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

              


      

       

      
        	
                (3)

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

              


      

       

      
        	
                (4)

              	
                The
                  LT1-R interest shall not have a principal amount and shall not
                  bear
                  interest. The LT1-R interest is hereby designated as the sole class
                  of
                  residual interest in Lower-Tier REMIC
                  1.

              


      

       

      
        	
                (5)

              	
                This
                  interest shall have an initial principal balance equal to the aggregate
                  principal balance of the Mortgage Loans as of the Cut-off Date
                  minus the
                  aggregate initial principal balance of the other regular interests
                  in
                  Lower-Tier REMIC 1.

              


      

       

      On
        each
        Distribution Date, the Trustee shall distribute the aggregate Interest
        Remittance Amount (net of expenses described under Pooling REMIC 1) with
        respect
        to each of the Lower-Tier Interests in Lower-Tier REMIC 1 based on the
        above-described interest rates.

       

      On
        each
        Distribution Date, the Trustee shall distribute the aggregate Principal
        Remittance Amount with respect to the Lower-Tier REMIC 1 Interests, first
        to the
        LT1-A Interest until its principal balance is reduced to zero, and then
        sequentially, to the other Lower-Tier Interests in Lower-Tier REMIC 1 in
        ascending order of their numerical designation, and, with respect to each
        pair
        of Lower-Tier Interests having the same numerical designation, in equal amounts
        to each such Lower-Tier Interest, until the principal balance of each is
        reduced
        to zero. All losses on the Mortgage Loans shall be allocated among the
        Lower-Tier Interests in Lower-Tier REMIC 1 in the same manner that principal
        distributions are allocated.

       

      On
        each
        Distribution Date, the Trustee shall distribute the Prepayment Premiums
        collected during the preceding Prepayment Period, in the case of Principal
        Prepayments in full, or during the related Collection Period, in the case
        of
        Principal Prepayments in part, to the LT1-F59 and LT1-V59 Lower-Tier Interests,
        respectively.

       

      Middle-Tier
        REMIC 1:

       

      The
        following table sets forth the designations, principal balances and interest
        rates for each interest in Middle-Tier REMIC 1, each of which (other than
        the
        Class MT1-R Interest) is hereby designated as a regular interest in Middle-Tier
        REMIC 1 (the “Middle-Tier REMIC 1 Regular Interests”):

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


      
        	
                Middle-Tier
                  

                REMIC
                  1

                Designation

              	 	
                Middle-Tier
                  REMIC 1

                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of 

                Certificate(s)
                  or 

                Components

              
	
                MT1-A1

              	 	
                (1)

              	 	
                (3)

              	 	
                A1,
                  AIO

              
	
                MT1-M0

              	 	
                (1)

              	 	
                (3)

              	 	
                M0

              
	
                MT1-M1

              	 	
                (1)

              	 	
                (3)

              	 	
                M1

              
	
                MT1-M2

              	 	
                (1)

              	 	
                (3)

              	 	
                M2

              
	
                MT1-M3

              	 	
                (1)

              	 	
                (3)

              	 	
                M3

              
	
                MT1-M4

              	 	
                (1)

              	 	
                (3)

              	 	
                M4

              
	
                MT1-M5

              	 	
                (1)

              	 	
                (3)

              	 	
                M5

              
	
                MT1-M6

              	 	
                (1)

              	 	
                (3)

              	 	
                M6

              
	
                MT1-M7

              	 	
                (1)

              	 	
                (3)

              	 	
                M7

              
	
                MT1-M8

              	 	
                (1)

              	 	
                (3)

              	 	
                M8

              
	
                MT1-Q

              	 	
                (1)

              	 	
                (4)

              	 	
                N/A

              
	
                MT1-IO

              	 	
                (2)

              	 	
                (2)

              	 	
                N/A

              
	
                MT1-R

              	 	
                (5)

              	 	
                (5)

              	 	
                R

              


      

      ___________________________

      
        	 	
                (1)

              	
                For
                  any Distribution Date (and the related Accrual Period) the interest
                  rate
                  for each of these Interests in Middle-Tier REMIC 1 is a per annum
                  rate
                  equal to the weighted average of the interest rates on the Lower-Tier
                  Interests in Lower-Tier REMIC 1 for such Distribution Date, provided,
                  however, that
                  for any Distribution Date on which the Class MT1-IO Interest is
                  entitled
                  to a portion of the interest accruals on a Lower-Tier Interest
                  in
                  Lower-Tier REMIC 1 having an “F” in its class designation, as described in
                  footnote two below, such weighted average shall be computed by
                  first
                  subjecting the rate on such Lower-Tier Interest in REMIC 1 to a
                  cap equal
                  to Swap LIBOR for such Distribution Date.


              


      

       

      
        	 	
                (2)

              	
                The
                  Class MT1-IO is an interest only class that does not have a principal
                  balance. For only those Distribution Dates listed in the first
                  column in
                  the table below, the Class MT1-IO shall be entitled to interest
                  accrued on
                  the Lower-Tier Interest in Lower-Tier REMIC 1 listed in second
                  column in
                  the table below at a per annum rate equal to the excess, if any,
                  of (i)
                  the interest rate for such Lower-Tier Interest in Lower-Tier REMIC
                  1 for
                  such Distribution Date over (ii) Swap LIBOR for such Distribution
                  Date.

              


      

       

      
        	
                Distribution
                  Dates

              	
                Lower-Tier
                  REMIC 1
                  Designation

              
	
                2

              	
                LT1-F1

              
	
                2-3

              	
                LT1-F2

              
	
                2-4

              	
                LT1-F3

              
	
                2-5

              	
                LT1-F4

              
	
                2-6

              	
                LT1-F5

              
	
                2-7

              	
                LT1-F6

              
	
                2-8

              	
                LT1-F7

              
	
                2-9

              	
                LT1-F8

              
	
                2-10

              	
                LT1-F9

              
	
                2-11

              	
                LT1-F10

              
	
                2-12

              	
                LT1-F11

              
	
                2-13

              	
                LT1-F12

              
	
                2-14

              	
                LT1-F13

              
	
                2-15

              	
                LT1-F14

              
	
                2-16

              	
                LT1-F15

              
	
                2-17

              	
                LT1-F16

              
	
                2-18

              	
                LT1-F17

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      
        	
                2-19

              	
                LT1-F18

              
	
                2-20

              	
                LT1-F19

              
	
                2-21

              	
                LT1-F20

              
	
                2-22

              	
                LT1-F21

              
	
                2-23

              	
                LT1-F22

              
	
                2-24

              	
                LT1-F23

              
	
                2-25

              	
                LT1-F24

              
	
                2-26

              	
                LT1-F25

              
	
                2-27

              	
                LT1-F26

              
	
                2-28

              	
                LT1-F27

              
	
                2-29

              	
                LT1-F28

              
	
                2-30

              	
                LT1-F29

              
	
                2-31

              	
                LT1-F30

              
	
                2-32

              	
                LT1-F31

              
	
                2-33

              	
                LT1-F32

              
	
                2-34

              	
                LT1-F33

              
	
                2-35

              	
                LT1-F34

              
	
                2-36

              	
                LT1-F35

              
	
                2-37

              	
                LT1-F36

              
	
                2-38

              	
                LT1-F37

              
	
                2-39

              	
                LT1-F38

              
	
                2-40

              	
                LT1-F39

              
	
                2-41

              	
                LT1-F40

              
	
                2-42

              	
                LT1-F41

              
	
                2-43

              	
                LT1-F42

              
	
                2-44

              	
                LT1-F43

              
	
                2-45

              	
                LT1-F44

              
	
                2-46

              	
                LT1-F45

              
	
                2-47

              	
                LT1-F46

              
	
                2-48

              	
                LT1-F47

              
	
                2-49

              	
                LT1-F48

              
	
                2-50

              	
                LT1-F49

              
	
                2-51

              	
                LT1-F50

              
	
                2-52

              	
                LT1-F51

              
	
                2-53

              	
                LT1-F52

              
	
                2-54

              	
                LT1-F53

              
	
                2-55

              	
                LT1-F54

              
	
                2-56

              	
                LT1-F55

              
	
                2-57

              	
                LT1-F56

              
	
                2-58

              	
                LT1-F57

              
	
                2-59

              	
                LT1-F58

              
	
                2-60

              	
                LT1-F59

              


      

      


      
        	 	
                (3)

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

              


      

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	 	
                (4)

              	
                This
                  interest shall have an initial principal balance equal to the excess
                  of
                  (i) the Aggregate Loan Balance as of the Cut-off Date, over (ii)
                  the
                  aggregate initial class principal amount of each other regular
                  interest in
                  Middle-Tier REMIC 1.

              


      

       

      
        	 	
                (5)

              	
                The
                  Class MT1-R interest is the sole class of residual interests in
                  Middle-Tier REMIC 1. It does not have an interest rate or a principal
                  balance.

              


      

       

      On
        each
        Distribution Date, interest shall be distributed on the Lower-Tier Interests
        in
        Middle-Tier REMIC 1 based on the above-described interest rates,
        provided,
        however,
        that
        interest that accrues on the Class MT1-Q Interest shall be deferred in an
        amount
        equal to one-half of the increase, if any, in the Overcollateralization Amount
        for such Distribution Date. Any interest so deferred shall itself bear interest
        at the interest rate for the Class MT1-Q Interest. An amount equal to the
        interest so deferred shall be distributed as additional principal on the
        other
        interests in Middle-Tier REMIC 1 having a principal balance in the manner
        described under priority (a) below.

       

      On
        each
        Distribution Date principal shall be distributed, and Realized Losses shall
        be
        allocated, among the interests in Middle-Tier REMIC 1 in the following order
        of
        priority:

       

      (a)
        First, to the Class MT1-A1, Class MT1-M0, Class MT1-M1, Class MT1-M2, Class
        MT1-M3, Class MT1-M4, Class MT1-M5, Class MT1-M6, Class MT1-M7 and Class
        MT1-M8
        Interests until the principal balance of each such interest equals one-half
        of
        the Class Principal Amount of the Corresponding Class of Certificates
        immediately after such Distribution Date; and

       

      (b)
        Second, to the Class MT1-Q Interests, any remaining amounts.

       

      On
        each
        Distribution Date, the Trustee shall be deemed to have distributed the
        Prepayment Premiums passed through with respect to the LT1-F59 and LT1-V59
        Lower-Tier Interests in Lower-Tier REMIC 1 on such Distribution Date to the
        Class MT1-Q Interest.

       

      Middle-Tier
        REMIC 2:

       

      The
        following table sets forth the designations, principal balances and interest
        rates for each interest in Middle-Tier REMIC 2, each of which (other than
        the
        Class MT2-R Interest) is hereby designated as a regular interest in Middle-Tier
        REMIC 2 (the “Middle-Tier REMIC 2 Regular Interests”):

       

      
        	
                Middle-Tier
                  

                REMIC
                  2

                Designation

              	 	
                Middle-Tier
                  REMIC 2

                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of 

                Certificate(s)
                  or 

                Components

              
	
                MT2-A1

              	 	
                (2)

              	 	
                (3)

              	 	
                A1,
                  AIO

              
	
                MT2-M0

              	 	
                (1)

              	 	
                (3)

              	 	
                M0

              
	
                MT2-M1

              	 	
                (1)

              	 	
                (3)

              	 	
                M1

              
	
                MT2-M2

              	 	
                (1)

              	 	
                (3)

              	 	
                M2

              
	
                MT2-M3

              	 	
                (1)

              	 	
                (3)

              	 	
                M3

              
	
                MT2-M4

              	 	
                (1)

              	 	
                (3)

              	 	
                M4

              
	
                MT2-M5

              	 	
                (1)

              	 	
                (3)

              	 	
                M5

              
	
                MT2-M6

              	 	
                (1)

              	 	
                (3)

              	 	
                M6

              
	
                MT2-M7

              	 	
                (1)

              	 	
                (3)

              	 	
                M7

              
	
                MT2-M8

              	 	
                (1)

              	 	
                (3)

              	 	
                M8

              
	
                MT2-X

              	 	
                (4)

              	 	
                (4)

              	 	
                N/A

              
	
                MT2-R

              	 	
                (5)

              	 	
                (5)

              	 	
                R

              


      

      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      ___________________________

      
        	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for each of these Middle-Tier Interests in Middle-Tier
                  REMIC 2 is a per annum rate equal to the interest rate of its
                  Corresponding Class of Certificates or Components, determined by
                  substituting the REMIC Net Funds Cap for the Net Funds
                  Cap.

              


      

      


      
        	
                (2)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
                  2 is a
                  per annum rate equal to the lesser of (i) the Certificate Interest
                  Rate
                  for the Class A1 Certificates plus, for each Distribution Date
                  up to and
                  including the Distribution Date in July 2012, a per annum rate
                  of 1.75%
                  and (ii) the REMIC Net Funds Cap.

              


      

      


      
        	
                (3)

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

              


      

      


      
        	
                (4)

              	
                This
                  interest shall have an initial principal balance equal to the amount
                  of
                  the initial overcollateralization, but shall not accrue interest
                  on that
                  balance. This interest shall also comprise two notional components,
                  each
                  of which represents a regular interest in Middle-Tier REMIC 2.
                  The first
                  such component has a notional balance that will at all times equal
                  the
                  aggregate of the outstanding principal amounts of the Middle-Tier
                  Interests in Middle-Tier REMIC 1, and, for each Distribution Date
                  (and the
                  related Accrual Period) this notional component shall bear interest
                  at a
                  per annum rate equal to the excess, if any, of (i) the weighted
                  average of
                  the interest rates on the Middle-Tier Interests in Middle-Tier
                  REMIC 1
                  (other than any interest-only regular interest), over (ii) the
                  Adjusted
                  Middle Tier REMIC 1 WAC. The second notional component represents
                  the
                  right to receive all distributions in respect of the Class MT1-IO
                  Interest
                  in Middle-Tier REMIC 1. 

              


      

      


      
        	
                (5)

              	
                The
                  MT2-R Interest is the sole Class of residual interest in Middle-Tier
                  REMIC
                  2. It does not have an interest rate or a principal balance.
                  

              


      

       

      On
        each
        Distribution Date, interest shall be distributed on the Lower-Tier Interests
        in
        Middle-Tier REMIC 2 based on the above-described interest rates. 

       

      On
        each
        Distribution Date principal shall be distributed to each Middle-Tier Interest
        in
        Middle-Tier REMIC 2 (other than the Class MT2-X and Class MT2-R Interests)
        until
        the principal balance of each such interest equals the Class Principal Amount
        of
        the Corresponding Class of Certificates immediately after such Distribution
        Date. Realized Losses shall be allocated among the interests in Middle-Tier
        REMIC 2 in the same manner as principal is allocated. 

       

      
        On
          each
          Distribution Date, the remaining amount of interest and principal distributable
          with respect to Middle-Tier REMIC 2 for such Distribution Date shall be
          distributed to the MT2-X Interest to the extent such amount together with
          all
          prior distributions to the MT2-X Interest does not exceed the aggregate
          amount
          distributable pursuant to footnote (4) above.

         

      

      On
        each
        Distribution Date, the Trustee shall be deemed to have distributed the
        Prepayment Premiums passed through with respect to the MT1-Q Interest in
        Middle-Tier REMIC 1 on such Distribution Date to the Class MT2-X
        Interest.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      The
        Certificates

      


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

      


      
        	
                Class
                  Designation

              	 	
                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal
                  Amount

                or
                  Class Notional 

                Amount
                  ($)

              	 	
                Minimum
                  

                Denominations

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 

              
	
                Class
                  A1

              	 	
                (1)

              	 	
                $527,987,000

              	 	
                $25,000

              
	
                Class
                  AIO

              	 	
                (2)

              	 	
                $527,987,000

              	 	
                $1,000,000

              
	
                Class
                  M0

              	 	
                (3)

              	 	
                $45,761,000

              	 	
                $25,000

              
	
                Class
                  M1

              	 	
                (4)

              	 	
                $44,703,000

              	 	
                $100,000

              
	
                Class
                  M2

              	 	
                (5)

              	 	
                $17,600,000

              	 	
                $100,000

              
	
                Class
                  M3

              	 	
                (6)

              	 	
                $6,687,000

              	 	
                $100,000

              
	
                Class
                  M4

              	 	
                (7)

              	 	
                $8,095,000

              	 	
                $100,000

              
	
                Class
                  M5

              	 	
                (8)

              	 	
                $6,687,000

              	 	
                $100,000

              
	
                Class
                  M6

              	 	
                (9)

              	 	
                $5,631,000

              	 	
                $100,000

              
	
                Class
                  M7

              	 	
                (10)

              	 	
                $5,631,000

              	 	
                $100,000

              
	
                Class
                  M8

              	 	
                (11)

              	 	
                $4,218,000

              	 	
                $100,000

              
	
                Class
                  P

              	 	
                (12)

              	 	
                (12)

              	 	
                (16)

              
	
                Class
                  X

              	 	
                (13)

              	 	
                (13)

              	 	
                (16)

              
	
                Class
                  R

              	 	
                (14)

              	 	
                (14)

              	 	
                (16)

              
	
                Class
                  LT-R

              	 	
                (15)

              	 	
                (15)

              	 	
                (16)

              


      

      __________________

       

      
        	
                (1)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class A1 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 0.800% and (ii) the
                  Net Funds
                  Cap for such Distribution Date;
                  provided,
                  that if the Mortgage Loans and related property are not purchased
                  pursuant
                  to Section 7.01(b) on the Initial Optional Termination Date, then
                  with
                  respect to each subsequent Distribution Date the per annum rate
                  calculated
                  pursuant to clause (i) above with respect to the Class A1 Certificates
                  will be LIBOR plus 1.600%. For purposes of the REMIC Provisions,
                  the
                  reference to “Net Funds Cap” in clause (ii) of the preceding sentence
                  shall be deemed to be a reference to the REMIC Net Funds Cap. For
                  any
                  Distribution Date on which the Certificate Interest Rate for the
                  Class A1
                  Certificates is based on the Net Funds Cap, the amount of interest
                  that
                  would have been payable on such Certificates if the REMIC Net Funds
                  Cap
                  were substituted for the Net Funds Cap over the amount actually
                  payable
                  thereon shall be treated as having been paid to the owners of the
                  Class A1
                  Certificates and then deposited by such owners into the Supplemental
                  Interest Trust pursuant to Section 10.01(n) hereof.
                  

              


      

       

      
        	
                (2)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class AIO Certificates is equal
                  to 1.75%.
                  For purposes of the REMIC provisions, the REMIC regular interest
                  evidenced
                  by the Class AIO Certificates shall also bear interest at a per
                  annum rate
                  equal to 1.75%. On any Distribution Date on which the amount distributable
                  on the Class AIO Certificates is less than the amount distributable
                  on its
                  corresponding REMIC regular interest, the amount of interest that
                  accrued
                  on such REMIC regular interest in excess of the amount of interest
                  accrued
                  on the Class AIO Certificates shall be treated as having been paid
                  by the
                  Class AIO Certificateholders to the Supplemental Interest Trust,
                  all
                  pursuant to and as further provided in Section 10.01(n)
                  hereof.

              


      

       

      
        	
                (3)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M0 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.100% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M0 Certificates will be LIBOR plus
                  2.200%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M0 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M0 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof. 

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      
        	
                (4)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M1 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.250% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M1 Certificates will be LIBOR plus
                  1.875%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M1 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M1 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof. 

              


      

       

      
        	
                (5)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M2 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.500% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M2 Certificates will be LIBOR plus
                  2.250%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M2 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M2 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof. 

              


      

       

      
        	
                (6)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M3 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M3 Certificates will be LIBOR plus
                  2.625%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M3 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M3 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof. 

              


      

       

      
        	
                (7)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M4 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M4 Certificates will be LIBOR plus
                  3.000%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M4 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M4 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof. 

              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


       

      
        	
                (8)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M5 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M5 Certificates will be LIBOR plus
                  3.000%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M5 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M5 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof.

              


      

       

      
        	
                (9)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M6 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M6 Certificates will be LIBOR plus
                  3.000%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M6 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M6 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof.

              


      

       

      
        	
                (10)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date
                  (and the
                  related Accrual Period) for the Class M7 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M7 Certificates will be LIBOR plus
                  3.000%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M7 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M7 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof.

              


      

       

      
        	
                (11)

              	
                The
                  Certificate Interest Rate with respect to any Distribution Date (and the
                  related Accrual Period) for the Class M8 Certificates is the per
                  annum
                  rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the
                  Net Funds
                  Cap for such Distribution Date, provided, that if the Mortgage
                  Loans and
                  related property are not purchased pursuant to Section 7.01(b)
                  on the
                  Initial Optional Termination Date, then with respect to each subsequent
                  Distribution Date the per annum rate calculated pursuant to clause
                  (i)
                  above with respect to the Class M8 Certificates will be LIBOR plus
                  3.000%.
                  For purposes of the REMIC Provisions, the reference to “Net Funds Cap” in
                  clause (ii) of the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC Net Funds Cap. For any Distribution Date on which the
                  Certificate Interest Rate for the Class M8 Certificates is based
                  on the
                  Net Funds Cap, the amount of interest that would have been payable
                  on such
                  Certificates if the REMIC Net Funds Cap were substituted for the
                  Net Funds
                  Cap over the amount actually payable thereon shall be treated as
                  having
                  been paid to the owners of the Class M8 Certificates and then deposited
                  by
                  such owners into the Supplemental Interest Trust pursuant to Section
                  10.01(n) hereof.

              


      

       

      
        	
                (12)

              	
                The
                  Class P Certificates will not bear interest at a stated rate. The
                  Class P
                  Certificates shall have a Class P Principal Amount equal to $100
                  and shall
                  be entitled to receive all Prepayment Premiums as provided in Section
                  5.02(f)(vii).

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


       

      
        	
                (13)

              	
                The
                  Class X Certificates shall represent ownership of the Class X-S
                  Component.
                  For purposes of the REMIC Provisions, the X-S Component of the
                  Class X
                  Certificates shall be entitled to receive all amounts distributable
                  on the
                  Class MT2-X interest minus $100.00 allocated to the Class P Certificates
                  to create the $100 Class P Principal Amount. The distributions
                  on the
                  Class MT2-X interest in respect of the Class MT1-IO Interest in
                  Middle-Tier REMIC 1 is referred to herein as the “Class I” interest. In
                  addition, for purposes of the REMIC Provisions, the Class X-S Component
                  of
                  the Class X Certificates shall represent beneficial ownership of
                  the Basis
                  Risk Reserve Fund and an interest in the notional principal contracts
                  described in Section 10.01(n) hereof. The Class S-X Component of
                  the Class
                  X Certificates shall represent beneficial ownership of the Swap
                  Agreement
                  and the Swap Account. The Class C-X Component of the Class X Certificates
                  shall represent beneficial ownership of the Cap Agreement and the
                  Cap
                  Account. 

              


      

       

      
        	
                (14)

              	
                The
                  Class R Certificate will be issued without a Certificate Principal
                  Amount
                  and will not bear interest at a stated rate. The Class R Certificate
                  represents ownership of the residual interest in the Upper-Tier
                  REMIC, as
                  well as ownership of the LT1-R Interest, the MT1-R Interest and
                  the MT2-R
                  Interest.

              


      

       

      
        	
                (15)

              	
                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 Pooling REMIC
                  1.
                  

              


      

       

      
        	
                (16)

              	
                The
                  Class X and Class P Certificates will each be issued in minimum
                  Percentage
                  Interests of 10.00%. The Class LT-R and Class R Certificate will
                  each be
                  issued as a single Certificate evidencing the entire Percentage
                  Interest
                  in each such Class.

              


      

       

      


      As
        of the
        Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
        of
        $703,984,746.11.

      


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

      


      


      ARTICLE
        I

      


      DEFINITIONS

      


      Section
        1.01. Definitions.

      


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

      


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

      


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

      


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


      Accrual
        Period:
        With respect to any Distribution Date and each Class of Senior Certificates
        and
        Subordinate Certificates, the period beginning on the immediately preceding
        Distribution Date (or, in the case of the first Accrual Period on September
        25,
        2007) and ending on the day immediately preceding the related Distribution
        Date.
        With respect to any Distribution Date and the Class X Certificates (or
        the
        components thereof) and
        each Lower-Tier Interest, the calendar month preceding the month of such
        Distribution Date. 

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      Act:
        The Securities Act of 1933, as amended.

      


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

      


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

      


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

      


      Additional
        Termination Event:
        As
        defined in the Swap Agreement.

      


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

      


      Adjusted
        Middle-Tier REMIC 1 WAC:
        For any
        Distribution Date (and the related Accrual Period), an amount equal to (i)
        two,
        multiplied by (ii) the weighted average of the interest rates for such
        Distribution Date for each regular interest in Middle-Tier REMIC 1 (other
        than
        any interest-only regular interest), weighted in proportion to their class
        principal amounts as of the beginning of the related Accrual Period and computed
        (i) by subjecting the rate on the Class MT1-Q Interest to a cap of 0.00%,
        (ii)
        by subjecting the rate on the Class MT1-A1 Interest to a cap equal to the
        interest rate on the Middle-Tier REMIC 2 Interest with the same Corresponding
        Class of Certificates, and (iii) and by subjecting the rate on each remaining
        regular interest to a cap that corresponds to the Certificate Interest Rate
        for
        the Corresponding Class of Certificates, provided,
        however,
        that
        for this purpose, the REMIC Net Funds Cap shall be substituted for the Net
        Funds
        Cap in the definition of Certificate Interest Rate, and for each Class of
        Certificates for which interest is accrued on the basis of a 360-day year
        and
        the actual number of days in the related Accrual Period, the Certificate
        Interest Rate shall be multiplied by an amount equal to (a) the actual number
        of
        days in the Accrual Period, divided by (b) 30.

      


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

      


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


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      Affected
        Party:
        As
        defined in the Swap Agreement.

      


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

      


      Aggregate
        Loan Balance:
        As of
        any date of determination, the aggregate of the Scheduled Principal Balances
        of
        all the Mortgage Loans.

      


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

      


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

      


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

      


      Applied
        Loss Amounts:
        With
        respect to any Distribution Date, after giving effect to all Realized Losses
        incurred with respect to the Mortgage Loans during the related Collection
        Period
        and distributions of principal on such Distribution Date, the amount by which
        the aggregate Class Principal Amount of the Offered Certificates (other than
        the
        Class AIO Certificates) exceeds the Aggregate Loan Balance for such Distribution
        Date.

      


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

      


      Assignment
        of Mortgage:
        An assignment of the Mortgage, notice of transfer or equivalent instrument,
        in
        recordable form, sufficient under the laws of the jurisdiction wherein the
        related Mortgaged Property is located to reflect the sale of the Mortgage
        to the
        Trustee, which assignment, notice of transfer or equivalent instrument may
        be in
        the form of one or more blanket assignments covering the Mortgage Loans secured
        by Mortgaged Properties located in the same jurisdiction, if permitted by
        law;
provided,
        however,
        that none of the Custodians nor the Trustee shall be responsible for determining
        whether any such assignment is in recordable form.

      


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

      


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


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


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

      


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

      


      Balloon
        Mortgage Loan:
        Any Mortgage Loan that provides for (1) equal monthly Scheduled Payments
        that
        will not reduce the Scheduled Principal Balance of the Mortgage Loans to
        zero at
        the maturity date and (2) a larger monthly payment at the maturity date equal
        to
        the unpaid Scheduled Principal Balance of the Mortgage Loan, with interest
        thereon.

      


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

      


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

      


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

      


      Basis
        Risk Payment:
        With
        respect to any Distribution Date and the Senior Certificates (other than
        the
        Class AIO Certificates) an amount equal to the excess, if any, of (A) the
        sum of
        (i) any Basis Risk Shortfall for such Classes for such Distribution Date,
        (ii)
        any Unpaid Basis Risk Shortfall for such Classes from previous Distribution
        Dates and (iii) any Required Reserve Fund Amount for such Distribution Date
        over
        (B) payments of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls made
        to
        such Classes pursuant to Sections 5.02(g)and 5.02(h). With respect to any
        Distribution Date and the Offered Subordinate Certificates, the sum of (i)
        any
        Basis Risk Shortfall for such Classes for such Distribution Date, (ii) any
        Unpaid Basis Risk Shortfall for such Classes from previous Distribution Dates
        and (iii) any Required Reserve Fund Amount for such Distribution Date. The
        amount of the Basis Risk Payment for any Distribution Date cannot exceed
        the
        amount of Monthly Excess Cashflow otherwise available for distribution pursuant
        to Section 5.02(f) of this Agreement.

      


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

      


      Basis
        Risk Shortfall:
        With
        respect to any Distribution Date and any Class of Offered Certificates (other
        than the Class AIO Certificates), the amount by which the amount of interest
        calculated at the Certificate Interest Rate applicable to such Class for
        such
        date, determined without regard to the applicable Net Funds Cap, exceeds
        the
        amount of interest calculated at the applicable Net Funds Cap.

      


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


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


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

      


      Bulk
        PMI Policy:
        Not applicable.

      


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

      


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

      


      Cap
        Agreement:
        The
        interest rate cap agreement dated as of September 28, 2007, entered into
        by the
        Supplemental Interest Trust and the Cap Counterparty, which agreement provides
        for the monthly payment specified therein to the Trustee (for the benefit
        of the
        Senior Certificates (other than the Class AIO Certificates) commencing with
        the
        Distribution Date in October 2008 and terminating in (but including the
        Distribution Date in) September 2012, by the Cap Counterparty, but subject
        to
        the conditions set forth therein, including the 1992 ISDA Master Swap Agreement
        (Multi-Currency Cross Border), together with any schedules, confirmations,
        Credit Support Annex or other agreements relating thereto, attached hereto
        as
        Exhibit N-2.

      


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

      


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

      


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

      


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

      


      Cap
        Replacement Receipts:
        As
        defined in Section 5.08(b).

      


      Cap
        Replacement Receipts Account:
        As
        defined in Section 5.08(b).


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


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

      


      Cap
        Termination Receipts:
        As
        defined in Section 5.08(b).

      


      Cap
        Termination Receipts Account:
        As
        defined in Section 5.08(b).

      


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

      


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

      


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

      


      Certificate
        Insurance Policy:
        The
        Certificate Guaranty Insurance Policy No. AB1113BE, dated the Closing Date,
        including any endorsements thereto issued by the Certificate Insurer to the
        Trustee for the benefit of the Holders of the Insured Certificates, a form
        of
        which is attached as Exhibit J hereto.

      


      Certificate
        Insurance Premium:
        With
        respect to any Distribution Date, an amount equal to the product of (a) the
        aggregate Class Principal Amount of the Class A1 Certificates as of such
        Distribution Date (prior to giving effect to any distributions thereon on
        such
        Distribution Date), (b) the related Premium Percentage and (c) a fraction,
        the
        numerator of which is the actual number of days in the related Accrual Period
        and the denominator of which is 360. 

      


      Certificate
        Insurer:
        Ambac
        Assurance Corporation, or any successor thereto.

      


      Certificate
        Insurer Default:
        The
        occurrence and continuance of any of the following events:

      


      (a) the
        Certificate Insurer shall have failed to make a payment required to be made
        under the Certificate Insurance Policy in accordance with its
        terms;

      


      (b) the
        Certificate Insurer shall have (i) filed a petition or commenced a case or
        proceeding under any provision or chapter of the Bankruptcy Code or any other
        similar federal or state law relating to insolvency, bankruptcy, rehabilitation,
        liquidation or reorganization, (ii) made a general assignment for the benefit
        of
        its creditors, or (iii) had an order for relief entered against it under
        the
        Bankruptcy Code or any other similar federal or state law relating to
        insolvency, bankruptcy, rehabilitation, liquidation or reorganization that
        is
        final and nonappealable; or


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      (c) a
        court
        of competent jurisdiction, the Office of the Commissioner of Insurance of
        the
        State of New York or other competent regulatory authority shall have entered
        a
        final and nonappealable order, judgment or decree (i) appointing a custodian,
        trustee, agent or receiver for the Certificate Insurer or for all or any
        material portion of its property or (ii) authorizing the taking of possession
        by
        a custodian, trustee, agent or receiver of the Certificate Insurer (or the
        taking of possession of all or any material portion of the property of the
        Certificate Insurer).

      


      Certificate
        Interest Rate:
        With respect to each Class of Certificates (other than the Class X, Class
        P,
        Class R and Class LT-R Certificates) and any Distribution Date, the applicable
        per annum rate set forth or described under the heading “The Certificates” in
        the Preliminary Statement hereto.

      


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

      


      Certificate
        Principal Amount:
        With respect to any Certificate (other than the Class AIO, Class P, Class
        X,
        Class R and Class LT-R Certificates) and any Distribution Date, the initial
        Certificate Principal Amount thereof on the Closing Date, less the amount
        of all
        principal distributions previously distributed with respect to such Certificate
        prior to such Distribution Date, and, in the case of the Offered Certificates
        (other than the Class AIO Certificates), as reduced by any Applied Loss Amount
        previously allocated thereto; provided,
        however,
        that on each Distribution Date on which a related Subsequent Recovery is
        distributed, (i) the Certificate Principal Amount of any Offered Certificates
        (other than the Class AIO Certificates) whose Certificate Principal Amount
        has
        previously been reduced by application of Applied Loss Amounts will be
        increased, in order of seniority, by an amount (to be applied pro
        rata
        to all Certificates of such Class) equal to the lesser of (1) any Deferred
        Amount for each such Class immediately prior to such date and (2) the total
        amount of any Subsequent Recovery distributed on such Distribution Date after
        application (for this purpose) to any more senior Classes of such
        Certificates;
        and
provided,
        further,
        that to
        the extent that any Applied Loss Amount was reimbursed under the Certificate
        Insurance Policy, any Subsequent Recovery otherwise payable on the Insured
        Certificates shall instead be payable to the Certificate Insurer.
        The Class AIO, Class X, Class R and Class LT-R Certificates are issued without
        Certificate Principal Amounts. The Class P Certificates are issued with an
        initial Class P Principal Amount of $100.00. 

      


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

      


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

      


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


      
        
          
          

        

        
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      Class:
        All Certificates and, in the case of each of Lower-Tier REMIC 1, Middle-Tier
        REMIC 1 and Middle-Tier REMIC 2, all Lower Tier Interests bearing the same
        Class
designation.

      


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

      


      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 Pooling REMIC
        1.

      


      Class
        M0 Enhancement Percentage:
        With
        respect to any Distribution Date, the fraction, expressed as a percentage,
        the
        numerator of which is the sum of (x) the aggregate Class Principal Amount
        of the
        Offered Subordinate Certificates (other than the Class M0 Certificates) and
        (y)
        the Overcollateralization Amount (which amount, for purposes of this definition
        only, shall not be less than zero and assuming for purposes of this definition
        that the Principal Distribution Amount has been distributed on such Distribution
        Date and no Trigger Event has occurred) and the denominator of which is the
        Aggregate Loan Balance for such Distribution Date, in each case after giving
        effect to distributions on such Distribution Date.

      


      Class
        Notional
        Amount:
        With
        respect to the Class AIO Certificates and any Distribution Date up to and
        including the Distribution Date in July 2012, the Class Notional Amount of
        the
        Class AIO Certificates will be an amount equal to the Class Principal Amounts
        of
        the Class A1 Certificates for the related Distribution Date. 

      


      Class
        P Principal Amount:
        As of
        the Closing Date, $100.00.

      


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

      


      Class
        R Certificate:
        The Class R Certificate executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A and evidencing the ownership of the sole
        class
        of residual interest in the
        Upper-Tier REMIC as well as ownership of the Class LT1-R Interest, Class
        MT1-R
        Interest and Class MT2-R Interest.

      


      Class
        X-S Component Principal Amount:
        As of
        the Closing Date, $30,984,646.11.

      


      Class
        X Distributable Amount:
        On any Distribution Date, the amount of interest that has accrued on the
        notional balance of the Class X Certificates (as described in the Preliminary
        Statement in footnote (19) under the caption “The Certificates”), but that has
        not been distributed prior to such date. In
        addition, such amount shall include the initial Class X-S Component Principal
        Amount of $30,984,646.11 to the extent such amount has not been distributed
        on
        an earlier Distribution Date as part of the Overcollateralization Release
        Amount. 


      
        
          
          

        

        
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      Class
        X Notional Balance:
        With respect to any Distribution Date (and the related Accrual Period) the
        aggregate of the class principal amount of the interests in Middle-Tier REMIC
        1,
        as described in the Preliminary Statement.

      


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

      


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

      


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

      


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

      


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

      


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

      


      Commission:
        The
        United States Securities and Exchange Commission.

      


      Commitment
        Letter:
        The
        Commitment Letter dated as of September 28, 2007 between the Depositor and
        the
        Certificate Insurer.

      


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

      


      Component:
        The
        Class X Certificate shall be issued in three non-severable Components: the
        X-S
        Component, the C-X Component and the S-X Component. The X-S Component, C-X
        Component and S-X Component shall not be issued with either a Certificate
        Interest Rate or a balance but shall evidence the right to receive distributions
        pursuant to Section 5.02(f)(iv) and (viii), Section 5.02(g)(viii) and (ix)
        and
        Section 5.02(h)(xi) and (xii), respectively. 


      
        
          
          

        

        
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      Component
        Interest Rate:
        Not
        applicable.

      


      Component
        Principal Amount:
        Not applicable.

      


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

      


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

      


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

      


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

      


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

      


      Cooperative
        Shares:
        Shares
        issued by a Cooperative Corporation.

      


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

      


      Corporate
        Trust Office:
        The
        office of the Trustee at which at any particular time its corporate trust
        business with respect to this Agreement shall be administered, which office
        at
        the date of execution of this Agreement shall be in the case of Certificate
        transfers and for purposes of presentment and surrender of the Certificates
        for
        final distribution thereon, U.S. Bank National Association, One Federal Street,
        Third Floor, Boston, Massachusetts 02110, Attention: Structured Finance -
        LXS
        2007-17H or any such other address as the Trustee may designate from time
        to
        time by notice to the Certificateholders, the Depositor and the Master
        Servicer.

      


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


      
        
          
          

        

        
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      Credit
        Support Annex:
        Each
        credit support annex to the Swap Agreement and the Cap Agreement dated as
        of
        September 28, 2007 between the Supplemental Interest Trust and the Swap
        Counterparty and Cap Counterparty, as applicable.

      


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

       

      
        	
                Distribution
                  Date

              	
                Loss
                  Percentage

              
	
                October
                  2009 through 

                September
                  2010

              	
                 

                0.30%
                  for the first month plus an additional 1/12th of 0.95% for each
                  month
                  thereafter

              
	 	 
	
                October
                  2010 through 

                September
                  2011

              	
                1.25%
                  for the first month plus an additional 1/12th of 1.20% for each
                  month
                  thereafter

              
	 	 
	
                October
                  2011 through 

                September
                  2012

              	
                2.45%
                  for the first month plus an additional 1/12th of 1.10% for each
                  month
                  thereafter

              
	 	 
	
                October
                  2012 through 

                September
                  2013

              	
                3.55%
                  for the first month plus an additional 1/12th of 0.90% for each
                  month
                  thereafter

              
	 	 
	
                October
                  2013 and thereafter

              	
                4.45%

              


      

       

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

      


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

      


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

      


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

      


      Cut-off
        Date:
        September 1, 2007.


      
        
          
          

        

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

      


      C-X
        Component:
        A
        component of the Class X Certificate entitled to receive distributions pursuant
        to Section 5.02(g)(viii) and (ix).

      


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

      


      Defaulting
        Party:
        As
        defined in the Swap Agreement.

      


      Deferred
        Amount:
        With
        respect to any Distribution Date and each Offered Certificate (other than
        the
        Class AIO Certificates), the aggregate Applied Loss Amounts previously applied
        in reduction of the Certificate Principal Amount thereof, less (i) any amounts
        previously reimbursed in respect thereof and (ii) the amount by which the
        Certificate Principal Amount of any such Certificate has been increased due
        to
        any Subsequent Recovery; provided,
        however,
        that
        any Applied Loss Amount allocated to any Insured Certificates will not be
        considered a Deferred Amount to the extent such amounts are paid by the
        Certificate Insurer as part of an Insured Distribution. 

      


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

      


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

      


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

      


      Delinquency
        Event:
        With
        respect to any Distribution Date, a Delinquency Event shall occur if the
        Rolling
        Three Month Delinquency Rate as of the last day of the immediately preceding
        calendar month equals or exceeds 18.90% of the Class M0 Enhancement Percentage
        for such Distribution Date.

      


      Delinquency
        Rate:
        With
        respect to any calendar month, the fraction, expressed as a percentage, the
        numerator of which is the aggregate outstanding principal balance of all
        Mortgage Loans which are 60 days Delinquent or more (including all foreclosures,
        bankruptcies and REO Properties) as of the close of business on the last
        day of
        such month, and the denominator of which is the Aggregate Loan Balance
        as of
        the close of business on the last day of such month.

      


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


      
        
          
          

        

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

      


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

      


      Direct
        Obligations:
        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.

      


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

      


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

      


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

      


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

      


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

      


      Due
        for Payment:
        With
        respect to an Insured Amount, the Distribution Date on which Insured Amounts
        are
        due and payable pursuant to the terms of the Trust Agreement; with respect
        to a
        Preference Amount, the Business Day on which the documentation required by
        the
        Certificate Insurer has been received by the Certificate Insurer.

      


      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 Accounts may bear interest.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


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

      


      (i) Direct
        Obligations;

      


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

      


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

      


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

      


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


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      (vi) a
        Qualified GIC;

      


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

      


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

      


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

      


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

      


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

      


      ERISA-Restricted
        Certificate:
        Any
        Class P, Class R, Class LT-R and Class X Certificate and any Certificate
        with a
        rating below the lowest applicable rating permitted under the Underwriter’s
        Exemption.

      


      ERISA-Restricted
        Trust Certificate:
        Any
        Class A1 Certificate.


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


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

      


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

      


      Excluded
        Trust Assets:
        As
        described in the Preliminary Statement. 

      


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

      


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

      


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

      


      Final
        Scheduled Distribution Date:
        With
        respect to each Class of Certificates (other than the Class AIO Certificates),
        the Distribution Date in October 2037, and in the case of the Class AIO
        Certificates, the Distribution Date in July 2012.

      


      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,
        Inc., or any successor in interest.

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


      Initial
        LIBOR Rate:
        5.131%
        per annum.

      


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

      


      Insurance
        Fee Rate:
        With
        respect to each Mortgage Loan insured under any Bulk PMI Policy or LPMI Policy,
        the per annum rate specified in the Mortgage Loan Schedule under the field
        “Insurance Fee Rate,” plus any taxes due and payable with respect to any such
        insured Mortgage Loan where the related Mortgaged Property is located in
        the
        states of Kentucky and West Virginia, and beginning on January 1, 2007,
        Florida.

      


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


      
        
          
          

        

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

      


      Insured
        Amounts:
        with
        respect to any Distribution Date, the excess, if any of the Insured
        Distributions for such Distribution Date over the aggregate amount available
        to
        be distributed to the Holders of the Insured Certificates on such Distribution
        Date in accordance with the priorities set forth in Section 5.02 of this
        Agreement.

      


      Insured
        Certificates:
        The
        Class A1 Certificates.

      


      Insured
        Distribution:
        With
        respect to the Insured Certificates, (a) for any Distribution Date, the sum
        of
        (i) the Current Interest for the Class A1 Certificates for such Distribution
        Date, but excluding therefrom any Net Prepayment Interest Shortfalls and
        any
        Relief Act Reductions allocable to the Class A1 Certificates on such
        Distribution Date, and (ii) the amount of any Applied Loss Amount allocated
        to the Class A1 Certificates on such Distribution Date, and (b) for the
        Distribution Date in October 2037, the Class Principal Amount of the Class
        A1
        Certificates to the extent unpaid on such Distribution Date (after giving
        effect
        to all distributions to be made on such date from sources other than the
        Certificate Insurance Policy).

      


      Interest-Only
        Certificates:
        The
        Class AIO Certificates.

      


      Interest
        Remittance Amount:
        With
        respect any Distribution Date, (a) the sum of (1) all interest collected
        (other
        than in connection with Payaheads and Prepayment Premiums) or advanced in
        respect of Scheduled Payments during the related Collection Period by the
        Servicers, the Master Servicer, or the Trustee (solely acting in its capacity
        as
        successor Master Servicer), minus
        (w) the
        PMI Insurance Premiums related to the Mortgage Loans, (x) the Servicing Fee
        with
        respect to the Mortgage Loans and (y) previously unreimbursed Advances and
        other
        amounts due to the Servicers, the Master Servicer or the Trustee (solely
        acting
        in its capacity as successor master servicer) to the extent allocable to
        interest and the allocable portion of previously unreimbursed Servicing Advances
        with respect to the Mortgage Loans to the extent allocable to interest, (2)
        amounts actually paid by the Servicers with respect to Prepayment Interest
        Shortfalls and any Compensating Interest Payments with respect to the Mortgage
        Loans with respect to the related Prepayment Period or related Collection
        Period, as applicable, (3) the portion of any Purchase Price or Substitution
        Amount paid with respect the Mortgage Loans during the related Prepayment
        Period
        (or in the case of Mortgage Loans serviced by Aurora, the relevant Collection
        Period) allocable to interest, and (4) all Net Liquidation Proceeds,
        Subsequent Recoveries, Insurance Proceeds and any other recoveries collected
        with respect to the Mortgage Loans during the related Prepayment Period (or
        in
        the case of Mortgage Loans serviced by Aurora, the relevant Collection Period),
        to the extent allocable to interest, as reduced by (b) other costs, expenses
        or
        liabilities reimbursable to the Trustee, the Master Servicer or each Servicer
        to
        the extent provided in this Agreement and each Servicing Agreement, and each
        Custodian pursuant to the Custodial Agreement; provided,
        however,
        that in the case of the Trustee, such reimbursable amounts to the Trustee
        payable from the Interest Remittance Amount and the Principal Remittance
        Amount
        may not exceed $500,000 during any Anniversary Year up to and including the
        Anniversary Year in which the Stepdown Date occurs and $200,000 during any
        Anniversary Year thereafter (the “Applicable Maximum Reimbursement Amount”). In
        the event that the Trustee incurs reimbursable amounts in excess of the
        Applicable Maximum Reimbursement Amount in any Anniversary Year, it may obtain
        reimbursement for such amounts in subsequent Anniversary Years, but in no
        event
        shall more than the Applicable Maximum Reimbursement Amount in aggregate
        be
        reimbursed to the Trustee per Anniversary Year. Notwithstanding the foregoing,
        costs and expenses incurred by the Trustee pursuant to Section 6.14(a) in
        connection with any transfer of servicing shall be excluded in determining
        the
        Applicable Maximum Reimbursement Amount limitation on reimbursable amounts
        per
        Anniversary Year. For
        the
        avoidance of doubt, (i) the Interest Remittance Amount available on each
        Swap
        Payment Date for distributions to the Swap Account shall be equal to the
        Interest Remittance Amount on the related Distribution Date and (ii) the
        Interest Remittance Amount for each Distribution Date shall be calculated
        without regard to any distributions to the Swap Account on the related Swap
        Payment Date. 


      
        
          
          

        

        
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      Interest
        Subordinate Priority:
        To the
        Class M0, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class
        M7
        and Class M8 Certificates, sequentially, in that order.

      


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

      


      Item
        1122 Responsible Party:
        With
        respect to the criteria to be addressed under Item 1122 of Regulation AB,
        the
        attesting party as indicated in the table attached hereto at Exhibit
        O.

      


      Late
        Payment Rate:
        As set
        forth in the Certificate Insurance Policy.

      


      Latest
        Possible Maturity Date:
        The
        Distribution Date occurring in October 2067.

      


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

      


      LIBOR:
        (a)
        With respect to the first Accrual Period, the Initial LIBOR Rate. With respect
        to each subsequent Accrual Period, a per annum rate determined on the LIBOR
        Determination Date in the following manner by the Trustee on the basis of
        the
“Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
        for one-month United States dollar deposits, as such rates appear on the
        Reuters
        screen “LIBOR01,” as of 11:00 a.m. (London time) on such LIBOR Determination
        Date.

      


      (b) If
        on
        such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
        appear on the Reuters screen “LIBOR01” as of 11:00 a.m. (London time), or if the
        Reuters Screen LIBOR01 is not available on such date, the Trustee will obtain
        such rate from the Bloomberg L.P. page “US0001M.” If any such rate is not
        published for such LIBOR Determination Date, LIBOR for such date will be
        the
        most recently published Interest Settlement Rate. In the event that the BBA
        no
        longer sets an Interest Settlement Rate, the Trustee will designate an
        alternative index that has performed, or that the Trustee expects to perform,
        in
        a manner substantially similar to the BBA’s Interest Settlement Rate. The
        Trustee will select a particular index as the alternative index only if it
        receives an Opinion of Counsel (a copy of which shall be furnished to the
        Trustee and any NIMS Insurer), which opinion shall be an expense reimbursed
        from
        the Certificate Account pursuant to Section 4.04, that the selection of such
        index will not cause any of the REMICs to lose their classification as REMICs
        for federal income tax purposes.


      
        
          
          

        

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

      


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

      


      LIBOR
        Certificates:
        The
        Senior Certificates (other than the Class AIO Certificates) and the Subordinate
        Certificates.

      


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

      


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

      


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

      


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

      


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

      


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

      


      Lower-Tier
        REMIC:
        Any of
        Pooling REMIC 1 or Lower-Tier REMIC 1. 

      


      Lower-Tier
        REMIC 1:
        As
        described in the Preliminary Statement.

      


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


      
        
          
          

        

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

      


      M0
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Class A1 Certificates, after giving effect to distributions on such
        Distribution Date and (ii) the Class Principal Amount of the Class M0
        Certificates immediately prior to such Distribution Date exceeds (y) the
        M0
        Target Amount.

      


      M0
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 63.00% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization Floor.


      


      M1
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Class A1 Certificates and Class M0 Certificates, after giving effect
        to
        distributions on such Distribution Date and (ii) the Class Principal Amount
        of
        the Class M1 Certificates immediately prior to such Distribution Date exceeds
        (y) the M1 Target Amount.

      


      M1
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        product of (i) 75.70% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization Floor.


      


      M2
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of (i) the aggregate Class Principal
        Amount
        of the Class A1 Certificates, Class M0 Certificates and Class M1 Certificates,
        in each case after giving effect to distributions on such Distribution Date
        and
        (ii) the Class Principal Amount of the Class M2 Certificates immediately
        prior
        to such Distribution Date exceeds (y) the M2 Target Amount.

      


      M2
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 80.70% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.


      
        
          
          

        

        
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      M3
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of the aggregate Class Principal Amount
        of
        the Class A1 Certificates, Class M0 Certificates, Class M1 Certificates and
        Class M2 Certificates, in each case after giving effect to distributions
        on such
        Distribution Date and (ii) the Class Principal Amount of the Class M3
        Certificates immediately prior to such Distribution Date exceeds (y) the
        M3
        Target Amount.

      


      M3
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 82.60% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


      M4
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of the aggregate Class Principal Amount
        of
        the Class A1 Certificates, Class M0 Certificates, Class M1 Certificates,
        Class
        M2 Certificates and Class M3 Certificates, in each case after giving effect
        to
        distributions on such Distribution Date and (ii) the Class Principal Amount
        of
        the Class M4 Certificates immediately prior to such Distribution Date exceeds
        (y) the M4 Target Amount.

      


      M4
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 84.90% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


      M5
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of the aggregate Class Principal Amount
        of
        the Class A1 Certificates, Class M0 Certificates, Class M1 Certificates,
        Class
        M2 Certificates, Class M3 Certificates and Class M4 Certificates, in each
        case
        after giving effect to distributions on such Distribution Date and (ii) the
        Class Principal Amount of the Class M5 Certificates immediately prior to
        such
        Distribution Date exceeds (y) the M5 Target Amount.

      


      M5
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 86.80% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.


      
        
          
          

        

        
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      M6
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of the aggregate Class Principal Amount
        of
        the Class A1 Certificates, Class M0 Certificates, Class M1 Certificates,
        Class
        M2 Certificates, Class M3 Certificates, Class M4 Certificates and Class M5
        Certificates, in each case after giving effect to distributions on such
        Distribution Date and (ii) the Class Principal Amount of the Class M6
        Certificates immediately prior to such Distribution Date exceeds (y) the
        M6
        Target Amount.

      


      M6
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 88.40% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period(after
        giving
        effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


      M7
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of the aggregate Class Principal Amount
        of
        the Class A1 Certificates, Class M0 Certificates, Class M1 Certificates,
        Class
        M2 Certificates, Class M3 Certificates, Class M4 Certificates, Class M5
        Certificates and Class M6 Certificates, in each case after giving effect
        to
        distributions on such Distribution Date and (ii) the Class Principal Amount
        of
        the Class M7 Certificates immediately prior to such Distribution Date exceeds
        (y) the M7 Target Amount.

      


      M7
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 90.00% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


      M8
        Principal Distribution Amount:
        With
        respect to any Distribution Date on or after the Stepdown Date and as long
        as a
        Trigger Event is not in effect with respect to such Distribution Date, the
        amount, if any, by which (x) the sum of the aggregate Class Principal Amount
        of
        the Class A1 Certificates, Class M0 Certificates, Class M1 Certificates,
        Class
        M2 Certificates, Class M3 Certificates, Class M4 Certificates, Class M5
        Certificates, Class M6 Certificates and Class M7 Certificates, in each case
        after giving effect to distributions on such Distribution Date and (ii) the
        Class Principal Amount of the Class M8 Certificates immediately prior to
        such
        Distribution Date exceeds (y) the M8 Target Amount.


      
        
          
          

        

        
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      M8
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 91.20% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and (b) the amount, if any,
        by
        which (1) the Aggregate Loan Balance for such Distribution Date determined
        as of
        the last day of the related Collection Period (after giving effect to any
        prepayments received during the related Prepayment Period immediately prior
        to
        such Distribution Date) exceeds (2) the Overcollateralization
        Floor.

      


      Master
        Servicer:
        Aurora
        Loan Services LLC, or any successor in interest, or if any successor master
        servicer shall be appointed as herein provided, then such successor master
        servicer.

      


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

      


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

      


      Master
        Servicing Fee Rate:
        0.00%
        per annum.

      


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

      


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

      


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

      


      Middle-Tier
        REMIC 1:
        As
        described in the Preliminary Statement.

      


      Middle-Tier
        REMIC 2:
        As
        described in the Preliminary Statement.

      


      Monthly
        Excess Cashflow:
        For any
        Distribution Date, an amount equal to the sum of (i) the Monthly Excess Interest
        for such Distribution Date, (ii) the Overcollateralization Release Amount
        for
        such Distribution Date and (iii) any remaining Principal Distribution Amount
        for
        such Distribution Date remaining after distribution pursuant to Section
        5.02(d)(i)(D) or Section 5.02(d)(ii)(M), as applicable.

      


      Monthly
        Excess Interest:
        With
        respect to any Distribution Date, the amount of any Interest Remittance Amount
        remaining after application pursuant to clauses (i) through (v) of Section
        5.02(b) on such date.

      


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


      
        
          
          

        

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

      


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

      


      Mortgage
        Loan:
        A
        Mortgage and the related notes or other evidences of indebtedness secured
        by
        each such Mortgage conveyed, transferred, sold, assigned to or deposited
        with
        the Trustee pursuant to Section 2.01 or Section 2.05, including without
        limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended
        from time to time.

      


      Mortgage
        Loan Sale Agreement:
        The
        mortgage loan sale and assignment agreement dated as of September 1, 2007
        for
        the sale of the Mortgage Loans by the Seller to the Depositor.

      


      Mortgage
        Loan Schedule:
        The
        schedule attached hereto as Schedule A, which shall identify each Mortgage
        Loan,
        as such schedule may be amended from time to time to reflect the addition
        of
        Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
        Such
        schedule shall set forth, among other things, the following information with
        respect to each Mortgage Loan: (i) the Mortgage Loan identifying number;
        (ii)
        the city, state and zip code of the Mortgaged Property; (iii) the original
        principal amount of the Mortgage Loan; (iv) the Mortgage Rate at origination;
        (v) the monthly payment of principal and interest at origination; (vi) the
        Mortgage Pool in which such Mortgage Loan is included; (vii) the applicable
        Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate;
        (viii) the applicable Custodian with respect to the Mortgage File related
        to
        such Mortgage Loan; (ix) whether such Mortgage Loan is subject to a Prepayment
        Premium for voluntary prepayments by the Mortgagor, the term during which
        such
        Prepayment Premiums are imposed and the methods of calculation of the Prepayment
        Premium; and (x) where applicable, whether such Mortgage Loan is covered
        by any
        Bulk PMI Policy or LPMI Policy and the applicable PMI Insurer and the applicable
        Insurance Fee Rate. The Depositor shall be responsible for providing the
        Trustee
        and the Master Servicer with all amendments to the Mortgage Loan
        Schedule.

      


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

      


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

      


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

      


      Mortgagor:
        The
        obligor on a Mortgage Note.

      


      Net
        Excess Spread Percentage:
        With
        respect to any Distribution Date, the fraction, expressed as a percentage,
        the
        numerator of which is equal to the product of (i) the amount, if any, by
        which
        (a) the Interest Remittance Amount for such Distribution Date exceeds (b)
        the
        Current Interest payable with respect to the Offered Certificates for such
        Distribution Date and (ii) 12, and the denominator of which is the Aggregate
        Loan Balance for such Distribution Date.


      
        
          
          

        

        
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      Net
        Funds Cap:
        In the
        case of the Class A1 Certificates, with respect to any Distribution Date,
        an
        annual rate equal to (a) a fraction, expressed as a percentage, the numerator
        of
        which is the product of (1) the excess, if any, of (i) the Optimal Interest
        Remittance Amount for such Distribution Date over (ii) any Net Swap Payment
        or
        Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
        to
        the Swap Counterparty on the related Swap Payment Date and (2) 12, and (b)
        the
        denominator of which is the Aggregate Loan Balance as of the first day of
        the
        related Collection Period (not including for this purpose Mortgage Loans
        for
        which prepayments in full have been received and distributed in the month
        prior
        to that Distribution Date) minus the Class AIO Interest Rate, multiplied
        by a
        fraction, the numerator of which is 30 and the denominator of which is the
        actual number of days in the Accrual Period related to such Distribution
        Date,
minus
        the
        product of (i) 0.27% per annum (based on the actual number of days in the
        related Accrual Period) and (ii) a fraction, the numerator of which is the
        Class
        Principal Amount of the Class A1 Certificates (without giving effect to
        distributions on such Distribution Date), and the denominator of which is
        the
        Aggregate Loan Balance as of the first day of the related Collection Period
        (not
        including for this purpose Mortgage Loans for which prepayments in full have
        been received and distributed in the month prior to that Distribution
        Date).

      


      In
        the
        case of the Subordinate Certificates, with respect to any Distribution Date,
        an
        annual rate equal to (a) a fraction, expressed as a percentage, the numerator
        of
        which is the product of (1) the excess, if any, of (i) the Optimal Interest
        Remittance Amount for such Distribution Date over (ii) any Net Swap Payment
        or
        Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
        to
        the Swap Counterparty on the related Swap Payment Date and (2) 12, and (b)
        the
        denominator of which is the Aggregate Loan Balance as of the first day of
        the
        related Collection Period (not including for this purpose Mortgage Loans
        for
        which prepayments in full have been received and distributed in the month
        prior
        to that Distribution Date), multiplied by a fraction, the numerator of which
        is
        30 and the denominator of which is the actual number of days in the Accrual
        Period related to such Distribution Date, minus
        the
        product of (i) 0.27% per annum (based on the actual number of days in the
        related Accrual Period) and (ii) a fraction, the numerator of which is the
        Class
        Principal Amount of the Class A1 Certificates (without giving effect to
        distributions on such Distribution Date), and the denominator of which is
        the
        Aggregate Loan Balance as of the first day of the related Collection Period
        (not
        including for this purpose Mortgage Loans for which prepayments in full have
        been received and distributed in the month prior to that Distribution Date).
        

      


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

      


      Net
        Mortgage Rate:
        With
        respect to any Mortgage Loan, the Mortgage Rate thereof reduced by (i) the
        Servicing Fee Rate for such Mortgage Loan and (ii) the Insurance Fee Rate,
        if
        applicable.


      
        
          
          

        

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

      


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

      


      Net
        WAC Rate:
        With
        respect to any Distribution Date (and the related Accrual Period), a per
        annum
        rate equal to the excess of (i) the weighted average of the Net Mortgage
        Rates
        of the Mortgage Loans as of the first day of the related Collection Period
        (not
        including for this purpose Mortgage Loans for which prepayments in full have
        been received and distributed in the month prior to that Distribution Date)
        over
        (ii) the product of (a) 0.27% per annum (based on the actual number of days
        in
        the related Accrual Period) and (b) a fraction, the numerator of which is
        the
        Class Principal Amount of the Class A1 Certificates (without giving effect
        to
        distributions on such Distribution Date), and the denominator of which is
        the
        Aggregate Loan Balance as of the first day of the related Collection Period
        (not
        including for this purpose Mortgage Loans for which prepayments in full have
        been received and distributed in the month prior to that Distribution Date).
        

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
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      Notice
        of Nonpayment:
        The
        notice to be delivered by the Trustee to the Certificate Insurer with respect
        to
        any Distribution Date pursuant to Section 5.10(a), which shall be in the
        form
        attached to the Certificate Insurance Policy.

      


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

      


      Notional
        Certificate:
        Any
        Class AIO Certificate.

      


      Offered
        Certificates:
        The
        Senior Certificates and the Offered Subordinate Certificates. 

      


      Offered
        Subordinate Certificates:
        The
        Class M0, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class
        M7
        and Class M8 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, and which may be in-house or outside counsel to the Depositor, the
        Master Servicer or the Trustee but which must be Independent outside counsel
        with respect to any such opinion of counsel concerning the transfer of any
        Residual Certificate or concerning certain matters with respect to ERISA,
        or the
        taxation, or the federal income tax status, of each REMIC.

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      PCAOB:
        The
        Public Company Accounting Oversight Board.

      


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

      


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

      


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


      
        
          
          

        

        
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      Placement
        Agent:
        Lehman
        Brothers Inc. or its successor in interest.

      


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

      


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

      


      PMI
        Insurance Premium:
        With
        respect to each Distribution Date and each Mortgage Loan covered by a Bulk
        PMI
        Policy or other lender-paid Primary Mortgage Insurance Policy, the product
        of
        (a) one-twelfth of the applicable Insurance Fee Rate and (b) the Scheduled
        Principal Balance of such Mortgage Loan as of the first day of the related
        Collection Period.

      


      PMI
        Insurer:
        Triad
        Guaranty Insurance Corporation, PMI Mortgage Insurance Co., Radian Guaranty
        Inc.
        and United Guaranty Residential Insurance Company. 

      


      Policy
        Payments Account:
        A
        separate Trust Account created and maintained by the Trustee to which payments
        under the Certificate Insurance Policy are deposited.

      


      Pool
        Purchase Price:
        A 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 to the Due Date in the Due
        Period immediately preceding the related Distribution Date, (ii) the amount
        of
        any costs and damages incurred by the Trust Fund as a result of any violation
        of
        any applicable federal, state or local predatory- or abusive-lending law
        arising
        from or in connection with the origination of such Mortgage Loan, (iii) the
        amount of any unreimbursed Servicing Advances and amounts owed to the Trustee
        hereunder, (iv) the fair market value of any REO Property and any other property
        held by the Trust Fund, such fair market value to be determined by an appraiser
        or appraisers mutually agreed upon by the Master Servicer and the Trustee
        (reduced, in the case of REO Property, by (1) reasonably anticipated disposition
        costs and (2) any amount by which the fair market value as so reduced exceeds
        the outstanding principal balance of the related Mortgage Loan) plus interest
        accrued thereon at the applicable Net Mortgage Rate to the date of such
        purchase, (v) any amounts owed to the Certificate Insurer under the Certificate
        Insurance Policy or the Commitment Letter and (vi) any unpaid Net Swap
        Payment and any Swap Termination Payment payable to the Swap Counterparty
        due to
        the exercise of the Master Servicer’s option to purchase the Mortgage
        Loans.

      


      Pooling
        REMIC 1 Regular Interests:
        Lower-Tier Interests in Pooling REMIC 1 as described in the Preliminary
        statement.

      


      Preference
        Amount:
        Any
        payment of principal or interest previously distributed to a Holder of an
        Insured Certificate, which would have been covered under the Certificate
        Insurance Policy as an Insured Amount, which has been deemed a preferential
        transfer and was previously recovered from its owner pursuant to the Bankruptcy
        Code in accordance with a final, non-appealable order a court of competent
        jurisdiction.


      
        
          
          

        

        
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      Premium
        Percentage:
        With
        respect to the Class A1 Certificates, the premium rate applicable under the
        Certificate Insurance Policy equal to a per annum rate of 0.27%. 

      


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

      


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

      


      Prepayment
        Period:
        With
        respect to those Mortgage Loans serviced by Servicers other than Aurora and
        any
        Distribution Date and any Principal Prepayment, whether in part or in full
        (including any liquidation), the calendar month immediately preceding the
        month
        in which such Distribution Date occurs. With respect to any Distribution
        Date
        and a Principal Prepayment in full (including any liquidation) with respect
        to
        those Mortgage Loans serviced by Aurora, the period from the seventeenth
        (17th)
        day of
        the month immediately preceding the month of such Distribution Date to the
        sixteenth (16th)
        day of
        the month of such Distribution Date (except in the case of the October 2007
        Distribution Date, for which the related Prepayment Period will be the period
        from September 1, 2007 through October 16, 2007). With respect to those Mortgage
        Loans serviced by Aurora, any Distribution Date and any Principal Prepayment
        in
        part, the calendar month immediately preceding the month in which such
        Distribution Date occurs.

      


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

      


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

      


      Principal
        Distribution Amount:
        With
        respect to any Distribution Date, an amount equal to the Principal Remittance
        Amount for such date minus
        the
        Overcollateralization Release Amount, if any, for such Distribution Date.
        

      


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


      
        
          
          

        

        
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      Principal
        Remittance Amount:
        With
        respect to any Distribution Date (a) the sum of (i) all principal collected
        (other than in connection with Payaheads and Prepayment Premiums) or advanced
        in
        respect of Scheduled Payments on the Mortgage Loans during the related
        Collection Period whether by a Servicer, the Master Servicer or the Trustee,
        solely in its capacity as successor Master Servicer (less unreimbursed Advances
        due to the Master Servicer, any Servicer, or the Trustee, in its capacity
        as
        successor master servicer, with respect to the related Mortgage Loans, to
        the
        extent allocable to principal and any unreimbursed Servicing Advances), (ii)
        all
        Principal Prepayments in full or in part received during the related Prepayment
        Period or the related Collection Period, as applicable, with respect to the
        Mortgage Loans, (iii) the outstanding principal balance of each Mortgage
        Loan
        that was purchased from the Trust Fund by the Seller during the related
        Prepayment Period or the related Collection Period, as applicable, or the
        NIMS
        Insurer (in the case of certain Mortgage Loans 90 days or more delinquent),
        (iv)
        the portion of the Purchase Price or the portion of any Substitution Amount
        paid
        with respect to any Deleted Mortgage Loan during the related Prepayment Period
        or the related Collection Period, as applicable, allocable to principal,
        and (v)
        all Net Liquidation Proceeds, Insurance Proceeds, any Subsequent Recovery
        and
        other recoveries collected with respect to the Mortgage Loans during the
        related
        Prepayment Period or Collection Period, to the extent allocable to principal,
        as
        reduced by (b) to the extent not reimbursed from the Interest Remittance
        Amount,
other
        costs, expenses or liabilities reimbursable to the Trustee, the Master Servicer
        and each Servicer to the extent provided in this Agreement and each Servicing
        Agreement, and to each Custodian pursuant to the related Custodial Agreement;
        provided,
        however,
        in the case of the Trustee such reimbursement may not exceed the Applicable
        Maximum Reimbursement Amount. In the event the Trustee incurs reimbursable
        amounts in excess of the Applicable Maximum Reimbursement Amount, it may
        seek
        reimbursement for such amounts in subsequent Anniversary Years, but in no
        event
        shall more than the Applicable Maximum Reimbursement Amount be reimbursed
        to the
        Trustee per Anniversary Year. Notwithstanding the foregoing, costs and expenses
        incurred by the Trustee pursuant to Section 6.14(a) in connection with any
        transfer of servicing shall be excluded in determining the Applicable Maximum
        Reimbursement Amount limitation on reimbursable amounts per Anniversary Year.
        For the avoidance of doubt, (i) the Principal Remittance Amount available
        on
        each Swap Payment Date for distributions to the Swap Account shall be equal
        to
        the Principal Remittance Amount on the related Distribution Date and (ii)
        the
        Principal Remittance Amount for each Distribution Date shall be calculated
        without regard to any distributions to the Swap Account on the related Swap
        Payment Date.

      


      Principal
        Subordinate Priority:
        To the
        Class M0, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class
        M7
        and Class M8 Certificates, sequentially, in that order.

      


      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.


      
        
          
          

        

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

      


      Purchase
        Price:
        With
        respect to the purchase of a Mortgage Loan or related REO Property pursuant
        to
        Section 2.05 of this Agreement, an amount equal to the sum of (a) 100% of
        the
        unpaid principal balance of such Mortgage Loan, (b) accrued interest thereon
        at
        the applicable Mortgage Rate, from the date as to which interest was last
        paid
        to (but not including) the Due Date in the Collection Period immediately
        preceding the related Distribution Date; (c) the amount of any unreimbursed
        Servicing Advances with respect to such Mortgage Loan; (d) any costs and
        damages
        incurred by the Trust Fund with respect to such Mortgage Loan in connection
        with
        any violation of any federal, state or local predatory or abusive lending
        laws
        or other similar laws arising from or in connection with the origination
        of such
        Mortgage Loan; (e) the fair market value of all other property being
        purchased (reduced, in the case of REO Property, by (1) reasonably
        anticipated disposition costs and (2) any amount by which the fair market
        value
        as so reduced exceeds the outstanding principal balance of the related Mortgage
        Loan) and (f) any unpaid Reimbursement Amounts due to the Certificate Insurer
        with respect to any Class of Insured Certificates. The Master Servicer, each
        Servicer (or the Trustee, in its capacity as successor master servicer, if
        applicable) and each Custodian shall be reimbursed from the Purchase Price
        for
        any Mortgage Loan or related REO Property for any Advances made or other
        amounts
        advanced with respect to such Mortgage Loan or related REO Property that
        are
        reimbursable to the Master Servicer or such Servicer under this Agreement,
        the
        related Servicing Agreement (or to the Trustee hereunder in its capacity
        as
        successor master servicer) or the related Custodial Agreement, together with
        any
        accrued and unpaid compensation due to the Master Servicer, any Servicer,
        each
        Custodian or the Trustee hereunder or thereunder.

      


      QIB:
        As
        defined in Section 3.03(c).

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


      Qualifying
        Substitute Mortgage Loan:
        In the
        case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant
        to the
        terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
        (i) has an outstanding Scheduled Principal Balance (or in the case of a
        substitution of more than one mortgage loan for a Deleted Mortgage Loan,
        an
        aggregate Scheduled Principal Balance), after application of all Scheduled
        Payments due during or prior to the month of substitution, not in excess
        of, and
        not more than 5% less than, the outstanding Scheduled Principal Balance of
        the
        Deleted Mortgage Loan as of the Due Date in the calendar month during which
        the
        substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage
        Rate on
        the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate
        not
        less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if
        applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
        Rate
        of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal
        to or
        greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a
        Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
        Loan, (vii) if applicable, has a next adjustment date not later than the
        next
        adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
        as
        the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not
        longer than 18 months and not more than 18 months shorter than the remaining
        stated term to maturity of the related Deleted Mortgage Loan; provided,
        that
        in
        no case should such substitute Mortgage Loan have a maturity date later than
        the
        Final Scheduled Distribution Date; (x) is current as of the date of
        substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution
        equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
        as
        of such date, (xii) has a risk grading determined by the Seller at least
        equal
        to the risk grading assigned on the Deleted Mortgage Loan, (xiii) is
        secured by the same property type as the Deleted Mortgage Loan, (xiv) conforms
        to each representation and warranty applicable to the Deleted Mortgage Loan
        made
        in the related Mortgage Loan Sale Agreement, (xv) has the same or higher
        lien
        position as the Deleted Mortgage Loan, (xvi) is covered by a Primary Mortgage
        Insurance Policy if the Deleted Mortgage Loan was so covered and (xvii) contains
        provisions covering the payment of Prepayment Premium by the Mortgagor for
        early
        prepayment of the Mortgage Loan at least as favorable as the Deleted Mortgage
        Loan. In the event that one or more mortgage loans are substituted for one
        or
        more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall
        be
        determined on the basis of aggregate Scheduled Principal Balances, the Mortgage
        Rates described in clause (ii) hereof shall be determined on the basis of
        weighted average Mortgage Rates, the risk gradings described in clause (xii)
        hereof shall be satisfied as to each such mortgage loan, the terms described
        in
        clause (ix) hereof shall be determined on the basis of weighted average
        remaining term to maturity; provided,
        that
        the
        stated maturity date of any Qualifying Substitute Mortgage Loan shall not
        be
        later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios
        described in clause (xi) hereof shall be satisfied as to each such mortgage
        loan
        and, except to the extent otherwise provided in this sentence, the
        representations and warranties described in clause (xiv) hereof must be
        satisfied as to each Qualifying Substitute Mortgage Loan or in the aggregate,
        as
        the case may be.


      
        
          
          

        

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

      


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

      


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

      


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

      


      Regulation
        AB:
        Subpart
        229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may be provided by the Commission or its staff from time
        to
        time.

      


      Regulation
        S:
        Not
        applicable.

      


      Regulation
        S Global Security:
        Not
        applicable.

      


      Reimbursement
        Amounts:
        As to
        any Distribution Date, the sum of (i) all Insured Amounts paid by the
        Certificate Insurer, but for which the Certificate Insurer has not been
        reimbursed prior to such Distribution Date pursuant to Section 5.02, plus
        (ii)
        interest accrued on such Insured Amounts not previously repaid calculated
        at the
        Late Payment Rate from the date the Trustee received the related Insured
        Amounts.


      
        
          
          

        

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

      


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

      


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

      


      REMIC:
        Each
        pool of assets in the Trust Fund designated as a REMIC pursuant to Section
        10.01(a) hereof.

      


      REMIC
        Net Funds Cap:
        For any
        Distribution Date (and the related Accrual Period) and any Class of
        Certificates, an amount equal to (i) the weighted average of the interest
        rates
        on the regular interests in Middle-Tier REMIC 1 (other than the Class MT1-IO
        Interests), weighted in proportion to their class principal amounts as of
        the
        beginning of the related Accrual Period, multiplied, in the case of the LIBOR
        Certificates, by (ii) the quotient of (a) 30 divided by (b) the actual number
        of
        days in the Accrual Period.

      


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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
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      Residual
        Certificates:
        The
        Class LT-R and Class R Certificates.

      


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

      


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

      


      Restricted
        Global Security:
        Not
        Applicable.

      


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

      


      Rules:
        As
        defined in Section 6.20(c).

      


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

       

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

        

          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
        Notional Amount:
        For
        each Distribution Date and the Swap Agreement, the amount set forth in Exhibit
        N-1 for the related Distribution Date. The initial Scheduled Notional Amount
        with respect to the Swap Agreement will be $509,285,876. For each Distribution
        Date and the Cap Agreement, the amount set forth in Exhibit N-2. The initial
        Scheduled Notional Amount with respect to the Cap Agreement will be
        $26,344,373.

      


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

      


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


      
        
          
          

        

        
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      Section
        7.01(d) Purchase Event:
        The
        purchase of all the Pooling REMIC 1 Regular Interests.

      


      Securities
        Act:
        The
Securities
        Act of 1933, as amended

      


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

      


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

      


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

      


      Senior
        Certificates:
        Collectively, the Class A1 and Class AIO Certificates.

      


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

      


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

      


      Senior
        Priority:
        The
        priority of distributions on the Senior Certificates described in Section
        5.02(d)(i)(B).


      
        
          
          

        

        
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      Senior
        Target Amount:
        With
        respect to any Distribution Date an amount equal to the lesser of (a) the
        product of (i) 50.00% and (ii) the Aggregate Loan Balance for such Distribution
        Date determined as of the last day of the related Collection Period (after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) and
        (b) the amount, if any, by which (1) the Aggregate Loan Balance for such
        Distribution Date determined as of the last day of the related Collection
        Period
(after
        giving effect to any prepayments received during the related Prepayment Period
        immediately prior to such Distribution Date) exceeds
        (2) the Overcollateralization Floor.

      


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

      


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

      


      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 the related 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 identified on Exhibit
        E
        hereto, dated as of September 1, 2007, among the Seller, the Master Servicer
        and
        a Servicer, and any other servicing agreement entered into between a successor
        servicer and the Seller pursuant to the terms of this Agreement.

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


      Sponsor:
        Lehman
        Brothers Holdings Inc.

      


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

      


      Stepdown
        Date:
        The
        earlier of (x) the first Distribution Date following the Distribution Date
        on
        which the Class Principal Amounts of the Senior Certificates (other than
        the
        Class AIO Certificates) have each been reduced to zero or (y) the later to
        occur
        of (1) the Distribution Date in October 2010 and (2) the first Distribution
        Date
        on which the Senior Enhancement Percentage (calculated for this purpose after
        giving effect to payments or other recoveries in respect of the Mortgage
        Loans
        during the related Collection Period, but before giving effect to distributions
        on any related Certificate on such Distribution Date) is greater than or
        equal
        to 50.00%.

      


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

      


      Subordinate
        Certificates:
        The
        Offered Subordinate Certificates.

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


      Swap
        Agreement:
        The
        interest rate swap agreement entered into by the Supplemental Interest Trust,
        which agreement provides for, among other things, a Net Swap Payment to be
        paid
        pursuant to the conditions provided therein, together with any schedules,
        confirmations, credit support annex or other agreements relating thereto,
        attached hereto as Exhibit N-1.

      


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

      


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

      


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

      


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

      


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

      


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

      


      Swap
        Replacement Receipts:
        As
        defined in Section 5.08(a).

      


      Swap
        Replacement Receipts Account:
        As
        defined in Section 5.08(a).

      


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

      


      Swap
        Termination Receipts:
        As
        defined in Section 5.08(a).


      
        
          
          

        

        
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      Swap
        Termination Receipts Account:
        As
        defined in Section 5.08(a).

      


      S-X
        Component:
        A
        component of the Class X Certificate entitled to receive distributions pursuant
        to Section 5.02 (h)(xi) and Section 5.02(h)(xii).

      


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

      


      Targeted
        Overcollateralization Amount:
        With
        respect to any Distribution Date (x) prior to the Stepdown Date an amount
        equal
        to $30,975,329 (i.e.,
        approximately 4.40% of the Cut-Off Date Balance) and (y) for any Distribution
        Date on or after the Stepdown Date, the greater of (1) the lesser of (a)
        $30,975,329 and (b) 8.80% of the Aggregate Loan Balance as of the last day
        of
        the Collection Period and (2) the Overcollateralization Floor; provided,
        however,
        for any
        Distribution Date on or after the Stepdown Date and for which a Trigger Event
        is
        in effect, the Targeted Overcollateralization Amount will be equal to the
        Targeted Overcollateralization Amount in effect for the immediately preceding
        Distribution Date.

      


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

      


      Termination
        Event:
        As
        defined in the Swap Agreement.

      


      Termination
        Price:
        As
        defined in Section 7.01.

      


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

      


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

      


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

      


      Trust
        Fund:
        The
        corpus of the Lehman XS Trust 2007-17H created pursuant to this Agreement,
        consisting of the Mortgage Loans, the assignment of the Depositor’s rights under
        the Mortgage Loan Sale Agreement and each Servicing Agreement, such amounts
        as
        shall from time to time be held in the Basis Risk Reserve Fund, the Collection
        Account, Certificate Account, any Custodial Account and any Escrow Account,
        the
        Insurance Policies (or coverage thereunder), any REO Property and the other
        items referred to in, and conveyed to the Trustee under, Section
        2.01(a).

      


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

      


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


      
        
          
          

        

        
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      Trustee
        Fee:
        As to
        any Distribution Date, any investment earnings from amounts on deposit in
        the
        Certificate Account.

      


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

      


      Underwriter:
        Lehman
        Brothers Inc.

      


      Underwriter’s
        Exemption:
        Prohibited Transaction Exemption 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:
        With
        respect to any Distribution Date and any Class of LIBOR Certificates, the
        aggregate of all Basis Risk Shortfalls with respect to such Class remaining
        unpaid from previous Distribution Dates, plus interest accrued thereon at
        the
        applicable Certificate Interest Rate computed without regard to the applicable
        Net Funds Cap.

      


      Upper-Tier
        REMIC:
        As
        described in the Preliminary Statement.

      


      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, 96.00% of all Voting Interests shall
        be
        allocated to the Senior Certificates (other than the Class AIO Certificates)
        and
        the Subordinate Certificates. At all times during the term of this Agreement,
        1%
        of all Voting Interests shall be allocated to each of the Class AIO and Class
        P
        Certificates, while they remain outstanding. At all times during the term
        of
        this Agreement, 1% of all Voting Interests shall be allocated to the Class
        X
        Certificates, while they remain outstanding. If the Class AIO Certificates
        or
        the Class P Certificates are no longer outstanding, their Voting Interests
        shall
        be reallocated to the Senior Certificates (other than the Class AIO
        Certificates) and the Subordinate Certificates. At all times during the term
        of
        this Agreement, 1% of all Voting Interests shall be allocated to the Class
        R
        Certificates. Voting Interests shall be allocated among the Classes of
        Certificates (and among the Certificates within each such Class) in proportion
        to Class Principal Amounts (or Certificate Principal Amounts) or Percentage
        Interests; provided,
        however,
        that
        for so long as there does not exist a Certificate Insurer Default, the
        Certificate Insurer shall have the right to exercise all rights, including
        voting rights, of the Holders of the Insured Certificates hereunder without
        any
        consent of such Holders, and such Holders may exercise such rights only with
        the
        prior written consent of the Certificate Insurer, except as otherwise provided
        herein. In the case of the purchase by the Master Servicer of the Pooling
        REMIC
        1 Regular Interests pursuant to a Section 7.01(d) Purchase Event, the
        LTURI-holder shall be allocated 100% of the Voting Interests and upon such
        purchase any provision in this agreement which requires a vote by, a direction
        or notice given by, an action taken by, a request in writing by or the consent
        of any percentage of the Holders of any Class of Certificates may be exercised
        by the LTURI-holder.

      


      X-S
        Component:
        A
        component of the Class X Certificate entitled to receive distributions pursuant
        to Section 5.02(f)(iv) and (viii).


      
        
          
          

        

        
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      Section
        1.02. Calculations
        Respecting Mortgage Loans.

      


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

      


      Section
        1.03. Calculations
        Respecting Accrued Interest.  

      


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

      


      ARTICLE
        II

      


      DECLARATION
        OF TRUST;

      ISSUANCE
        OF CERTIFICATES

      


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

      


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


      
        
          
          

        

        
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      Concurrently
        with the execution of this Agreement, the Swap Agreement and the Cap Agreement
        shall be delivered to the Trustee. In connection therewith, the Depositor
        hereby
        authorizes and directs the Trustee (solely in its capacity as trustee of
        the
        Supplemental Interest Trust) to execute and deliver the Swap Agreement and
        the
        Cap Agreement (on behalf of the Supplemental Interest Trust), in trust for
        the
        benefit of the Senior Certificateholders (other than the Holders of the Class
        AIO Certificates). The Seller, the Master Servicer, the Depositor, the Servicer
        and the Senior Certificateholders (other than the Holders of the Class AIO
        Certificates) (by their acceptance of such Certificates) acknowledge and
        agree
        that the Trustee is executing and delivering the Swap Agreement and the Cap
        Agreement solely in its capacity as trustee of the Supplemental Interest
        Trust,
        and not in its individual capacity. The Depositor hereby authorizes and directs
        the Trustee, in its capacity as trustee of the Supplemental Interest Trust,
        to
        represent in the Swap Agreement that it is not required by any applicable
        law of
        any relevant jurisdiction to make any deduction or withholding for or on
        account
        of any tax from Net Swap Payment. The Trustee shall have no duty or
        responsibility to enter into any other interest rate swap agreement or interest
        rate cap agreement upon the expiration or termination of the Swap Agreement
        or
        the Cap Agreement. To the extent that the Swap Counterparty or the Cap
        Counterparty assigns rights or delegates its obligations under the Swap
        Agreement or the Cap Agreement to a transferee, the Trustee shall act only
        upon
        the direction of the Depositor with respect to such transfer. In addition,
        in
        determining whether a firm offer is made, the Trustee shall act at the direction
        of the Depositor.

      


      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Sale Agreement, including all rights of the Seller under each Servicing
        Agreement, but only to the extent assigned under the Mortgage Loan Sale
        Agreement. The Trustee hereby accepts such assignment, and shall be entitled
        to
        exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement
        as if, for such purpose, it were the Depositor.

      


      Concurrently
        with the execution of this Agreement, the Certificate Insurance Policy shall
        be
        delivered to the Trustee.

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
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      (v)
         with
        respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage,
        in
        form and substance acceptable for recording. The related Mortgage shall be
        assigned either (A) in blank, without recourse or (B) to “U.S. Bank National
        Association, as Trustee of the Lehman XS Trust Mortgage Pass-Through
        Certificates, Series 2007-17H,” 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 Seller, or, in
        the
        case of an Intervening Assignment that has been lost, a written Opinion of
        Counsel delivered to the Trustee and any NIMS Insurer that such original
        Intervening Assignment is not required to enforce the Trustee’s interest in the
        Mortgage Loan;

      


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

      


      (viii)
         if
        applicable, the original Primary Mortgage Insurance Policy or certificate
        or, an
        electronic certification evidencing the existence of the Primary Mortgage
        Insurance Policy or certificate, if private mortgage guaranty insurance is
        required;

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


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

      


      (g)
         The
        trust
        created hereunder is hereby named “Lehman XS Trust 2007-17H.”

      


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

      


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


      
        
          
          

        

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

      


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


      
        
          
          

        

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

      


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

      


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

      


      (g)
         Upon
        execution of this Agreement, the Depositor hereby delivers to the Trustee
        and
        the Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement, each
        Servicing Agreement and the Bulk PMI Policies (or coverage thereunder). The
        Depositor hereby directs the Trustee, solely in its capacity as Trustee
        hereunder, to execute and deliver, concurrently with the execution and delivery
        of this Agreement, the Bulk PMI Policies, if applicable, and each Servicing
        Agreement to which the Trustee is a party.

      


      Section
        2.03. Representations
        and Warranties of the Depositor.

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


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


      
        
          
          

        

        
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      (b)
         The
        Trustee acknowledges that the Depositor shall have no obligation or liability
        with respect to any breach of any representation or warranty with respect
        to the
        Mortgage Loans (except as set forth in Section 2.03(a)(vi)) under any
        circumstances. 

      


      Section
        2.04. Discovery
        of Breach. 

      


      It
        is
        understood and agreed that the representations and warranties (i) of the
        Depositor set forth in Section 2.03, (ii) of the Seller set forth in the
        Mortgage Loan Sale Agreement and assigned to the Depositor by the Seller
        under
        the Mortgage Loan Sale Agreement and to the Trustee by the Depositor hereunder
        and (iii) of each Servicer assigned by the Seller to the Depositor pursuant
        to
        the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
        hereunder, shall each survive delivery of the Mortgage Files and the Assignment
        of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout
        the term of this Agreement. Upon discovery by any of the Depositor, the Master
        Servicer, the Certificate Insurer or the Trustee of a breach of any of such
        representations and warranties that materially and adversely affects the
        value
        of the related Mortgage Loan, the party discovering such breach shall give
        prompt written notice to the other parties; provided, to the extent that
        knowledge of such breach with respect to any Mortgage Loan is known by any
        officer, director, employee or agent of Aurora acting in any capacity other
        than
        as Master Servicer hereunder, the Master Servicer shall not be deemed to
        have
        knowledge of any such breach until an officer of the Master Servicer has
        actual
        knowledge thereof. Within 90 days of the discovery of a breach of any
        representation or warranty given to the Trustee and the Certificate Insurer
        by
        the Depositor or given by the Seller and assigned to the Trustee, the Depositor,
        the Seller shall either (a) cure such breach in all material respects, (b)
        repurchase such Mortgage Loan or any property acquired in respect thereof
        from
        the Trustee at the Purchase Price or (c) within the two-year period following
        the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the
        affected Mortgage Loan. 

      


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

      


      (a)
         With
        respect to any Mortgage Loan repurchased by the Depositor pursuant to this
        Agreement by the Seller pursuant to the Mortgage Loan Sale Agreement, the
        principal portion of the funds received by the Master Servicer in respect
        of
        such repurchase of a Mortgage Loan will be considered a Principal Prepayment
        and
        the Purchase Price shall be deposited in the Collection Account or a Custodial
        Account, as applicable. The Trustee (i) upon receipt of the full amount of
        the
        Purchase Price for a Deleted Mortgage Loan, (ii) upon receipt of a written
        certification from the Master Servicer that it has received the full amount
        of
        the Purchase Price for a Deleted Mortgage Loan and has deposited such amount
        in
        the Collection Account or (iii) upon receipt of notification from the applicable
        Custodian that it had received the Mortgage File for a Qualifying Substitute
        Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable
        Substitution Amount), shall release or cause to be released and reassign
        to the
        Depositor or the Seller, as applicable, the related Mortgage File for the
        Deleted Mortgage Loan and shall execute and deliver such instruments of transfer
        or assignment, in each case without recourse, representation or warranty,
        as
        shall be necessary to vest in such party or its designee or assignee title
        to
        any Deleted Mortgage Loan released pursuant hereto, free and clear of all
        security interests, liens and other encumbrances created by this Agreement,
        which instruments shall be prepared by the related Servicer and the Trustee
        shall have no further responsibility with respect to the Mortgage File relating
        to such Deleted Mortgage Loan. The Seller indemnifies and holds the Trust
        Fund,
        the Master Servicer, the Trustee, the Certificate Insurer, the Depositor
        and
        each Certificateholder harmless against any and all taxes, claims, losses,
        penalties, fines, forfeitures, reasonable legal fees and related costs,
        judgments, and any other costs, fees and expenses that the Trust Fund, the
        Trustee, the Master Servicer, the Depositor, the Certificate Insurer, any
        NIMS
        Insurer and any Certificateholder may sustain in connection with any actions
        of
        the Seller relating to a repurchase of a Mortgage Loan other than in compliance
        with the terms of this Section 2.05 and the Mortgage Loan Sale Agreement,
        to the
        extent that any such action causes an Adverse REMIC Event.


      
        
          
          

        

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

      


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

      


      Section
        2.06. Grant
        Clause.

      


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


      
        
          
          

        

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

      


      ARTICLE
        III

      


      THE
        CERTIFICATES

      


      Section
        3.01. The
        Certificates.


      
        
          
          

        

        
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      (a)
         The
        Certificates shall be issuable in registered form only and shall be securities
        governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
        Certificates will be evidenced by one or more certificates, beneficial ownership
        of which will be held in the dollar denominations in Certificate Principal
        Amount (or Notional Amount), or in the Percentage Interests, specified herein.
        Each Class of Offered Certificates will be issued in the minimum denominations
        in Certificate Principal Amount (or Notional Amount) or Percentage Interests
        specified in the Preliminary Statement hereto and in integral multiples of
        $1 in
        excess thereof. The Class P and Class X Certificates shall each be maintained
        in
        definitive, fully registered form in a minimum denomination equal to 10.00%
        of
        the Percentage Interest of each such Class and integral multiples of 1.00%
        in
        excess thereof. Each of the Class LT-R and Class R Certificates shall be
        issued
        as a single Certificate and maintained in definitive, fully registered form
        in a
        minimum denomination equal to 100% of the Percentage Interest of such Class.
        The
        Certificates may be issued in the form of typewritten certificates.


      


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

      


      Section
        3.02. Registration.

      


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


      
        
          
          

        

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

      


      Section
        3.03. Transfer
        and Exchange of Certificates.

      


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

      


      (b)
         A
        Certificate may be exchanged by the Holder thereof for any number of new
        Certificates of the same Class, in authorized denominations, representing
        in the
        aggregate the same Certificate Principal Amount (or Notional Amount) or
        Percentage Interest as the Certificate surrendered, upon surrender of the
        Certificate to be exchanged at the office of the Certificate Registrar duly
        endorsed or accompanied by a written instrument of transfer duly executed
        by
        such Holder or his duly authorized attorney in such form as is satisfactory
        to
        the Certificate Registrar. Certificates delivered upon any such exchange
        will
        evidence the same obligations, and will be entitled to the same rights and
        privileges, as the Certificates surrendered. No service charge shall be made
        to
        a Certificateholder for any exchange of Certificates, but the Certificate
        Registrar may require payment of a sum sufficient to cover any tax or
        governmental charge that may be imposed in connection with any exchange of
        Certificates. Whenever any Certificates are so surrendered for exchange,
        the
        Trustee shall execute, and the Trustee or the Authenticating Agent shall
        authenticate, date and deliver the Certificates which the Certificateholder
        making the exchange is entitled to receive.

      


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


      
        
          
          

        

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

      


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

      


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

      


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


      
        
          
          

        

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

      


      (ii) No
        transfer of an ERISA-Restricted Trust Certificate shall be made prior to
        the
        termination of the Swap Agreement and the Cap Agreement unless the Trustee
        shall
        have received a representation letter from the transferee of such Certificate,
        substantially in the form set forth in Exhibit H, to the effect that either
        (i)
        such transferee is neither a Plan nor a Person acting on behalf of any such
        Plan
        or using the assets of any such Plan to effect such transfer or (ii) the
        acquisition and holding of the ERISA-Restricted Trust Certificate are eligible
        for exemptive relief under the statutory exemption for nonfiduciary service
        providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the
        Code,
        Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
        PTCE 95-60 or PTCE 96-23 or some other applicable exemption. Notwithstanding
        anything else to the contrary herein, prior to the termination of the Swap
        Agreement and the Cap Agreement, any purported transfer of an ERISA-Restricted
        Trust Certificate 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 Swap Agreement and the Cap Agreement, the transferee will
        be
        deemed to have made a representation as provided in clause (i) or (ii) of
        this
        paragraph, as applicable.

      


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

      


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


      
        
          
          

        

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

      


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

      


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


      
        
          
          

        

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

      


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

      


      Section
        3.04. Cancellation
        of Certificates.

      


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

      


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


      
        
          
          

        

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

      


      Section
        3.07. Temporary
        Certificates.

      


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

      


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

      


      Section
        3.08. Appointment
        of Paying Agent.

      


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


      
        
          
          

        

        
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      (b)
         Any
        Paying Agent shall comply with its reporting obligations under Regulation
        AB
        with respect to the Trust Fund in form and substance similar to those of
        the
        Trustee pursuant to Section 6.20, and the related assessment of compliance
        shall
        cover, at a minimum, the elements of the servicing criteria applicable to
        the
        Paying Agent indicated in Exhibit O attached hereto; provided that if the
        Trustee is the Paying Agent, any reporting obligations under Regulation AB
        specific to the Paying Agent shall be undertaken by the Trustee in the course
        of
        its own reporting and not separately, as further specified in Section
        6.20(d)(iv) and Section 9.25. 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 such Subcontractor. In addition,
        for
        so long as the Depositor is subject to Exchange Act reporting requirements
        with
        respect to the Trust, the Paying Agent (if other than the Trustee) shall
        notify
        the Sponsor, the Master Servicer, the Trustee and the Depositor within five
        (5)
        calendar days of knowledge thereof (i) of any legal proceedings pending against
        the Paying Agent of the type described in Item 1117 (§ 229.1117) of Regulation
        AB, (ii) any merger, consolidation or sale of substantially all of the assets
        of
        the Paying Agent and (iii) if the Paying Agent shall become (but only to
        the
        extent not previously disclosed) at any time an affiliate of any of the parties
        listed on Exhibit P hereto or any of their affiliates. On or before March
        1st
        of each
        year, the Depositor shall furnish any change in the information in Exhibit
        P to
        the Paying Agent and the Trustee.

      


      (c)
         Any
        Paying Agent agrees to indemnify the Depositor, the Trustee (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.

      


      Section
        3.09. Book-Entry
        Certificates.

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


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


      
        
          
          

        

        
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      ARTICLE
        IV

      


      ADMINISTRATION
        OF THE TRUST FUND

      


      Section
        4.01. Collection
        Account.

       

      (a)
         On
        the
        Closing Date, the Master Servicer shall open and shall thereafter maintain
        a
        segregated account held in trust (the “Collection Account”), entitled
“Collection Account, Aurora Loan Services LLC, as Master Servicer, in trust
        for
        the benefit of the Holders of Lehman XS Trust Mortgage Pass-Through
        Certificates, Series 2007-17H.” The Collection Account shall relate solely to
        the Certificates and to the Pooling REMIC 1 Regular Interests issued by the
        Trust Fund hereunder, and funds in such Collection Account shall not be
        commingled with any other monies.

      


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

      


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

      


      (d)
         The
        Master Servicer shall deposit or cause to be deposited into the Collection
        Account, no later than two Business Days following the Closing Date, any
        amounts
        received with respect to the Mortgage Loans representing Scheduled Payments
        on
        the Mortgage Loans due after the Cut-off Date and unscheduled payments received
        on or after the Cut-off Date and on or before the Closing Date. Thereafter,
        the
        Master Servicer shall deposit or cause to be deposited in the Collection
        Account
        on the earlier of the applicable Master Servicer Remittance Date and two
        Business Days following receipt thereof, the following amounts received or
        payments made by it (other than in respect of principal of and interest on
        the
        Mortgage Loans due on or before the
        Cut-off Date):

      


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


      
        
          
          

        

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

      


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

      


      (iv)
         all
        Insurance Proceeds;

      


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

      


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

      


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

      


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

      


      (e)
         Funds
        in
        the Collection Account may be invested in Eligible Investments selected by
        and
        at the written direction of the Master Servicer, which shall mature not later
        than one Business Day prior to the Master Servicer Remittance Date (except
        that
        if such Eligible Investment is an obligation of the Trustee, then such Eligible
        Investment shall mature not later than such applicable Master Servicer
        Remittance Date) and any such Eligible Investment shall not be sold or disposed
        of prior to its maturity. All such Eligible Investments shall be made in
        the
        name of the Master Servicer in trust for the benefit of the Trustee and the
        Holders of Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-17H.
        All income and gain realized from any Eligible Investment shall be for the
        benefit of the Master Servicer and shall be subject to its withdrawal or
        order
        from time to time and shall not be part of the Trust Fund. The amount of
        any
        losses incurred in respect of any such investments shall be deposited in
        such
        Collection Account by the Master Servicer out of its own funds, without any
        right of reimbursement therefor, immediately as realized. The foregoing
        requirements for deposit in the Collection Account are exclusive, it being
        understood and agreed that, without limiting the generality of the foregoing,
        payments of interest on funds in the Collection Account and payments in the
        nature of late payment charges, assumption fees, prepayment penalties with
        respect to mortgages for which the Seller does not own the servicing rights,
        and
        other incidental fees and charges relating to the Mortgage Loans (other than
        Prepayment Premiums) need not be deposited by the Master Servicer in the
        Collection Account and may be retained by the Master Servicer or the applicable
        Servicer as additional servicing compensation. If the Master Servicer deposits
        in the Collection Account any amount not required to be deposited therein,
        it
        may at any time withdraw such amount from such Collection Account.



      
        
          
          

        

        
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      Section
        4.02. Application
        of Funds in the Collection Account.

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


      (v)
         to
        reimburse itself or any Servicer for expenses incurred by and recoverable
        by or
        reimbursable to it or any Servicer pursuant to this Agreement, including,
        without limitation, Sections 9.04, 9.05, 9.06, 9.07(a), 9.16, 9.30 or 11.15
        or
        pursuant to the related Servicing Agreement;

      


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

      


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

      


      (viii)
         subject
        to Section 4.01(e), to pay to itself income earned on the investment of funds
        deposited in the Collection Account;

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


      Section
        4.03. Reports
        to Certificateholders.

      


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

      


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

      


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

      


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

      


      (iv)
         the
        amount, if any, of distributions to the C-X Component, the S-X Component
        and the
        X-S Component, stated separately; 


      
        
          
          

        

        
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      (v)
         (A) the
        aggregate amount of any Advances required to be made with respect to the
        related
        Collection Period by or on behalf of the Servicers (or the Master Servicer)
        with
        respect to such Distribution Date, (B) the aggregate amount of such
        Advances actually made, and (C) the amount, if any, by which (A) above
        exceeds (B) above;

      


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

      


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

      


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

      


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

      


      (x)
         the
        amount of the Servicing Fees and PMI Insurance Premiums, if applicable, paid
        during the Collection Period to which such distribution relates;

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


      (xvi)
         the
        Interest Remittance Amount and the Principal Remittance Amount and the Senior
        Principal Distribution Amount and the Overcollateralization Release Amount
        applicable to such Distribution Date;

      


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

      


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

      


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

      


      (xx)
         the
        level
        of LIBOR, the Certificate Interest Rate of each of the Offered Certificates
        for
        such Distribution Date;

      


      (xxi)
         the
        amount of the monthly Certificate Insurance Premium (and the Aggregate
        Certificate Insurance Premium if different) due to the Certificate Insurer
        on
        the related Distribution Date and the amount of any Insured Amounts paid
        in
        respect of the Insured Distributions to the Insured Certificates paid out
        of the
        Policy Payment Account under the Certificate Insurance Policy and any
        Reimbursement Amounts paid to the Certificate Insurer;

      


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

      


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

      


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

      


      In
        addition to the information listed above, for every year in which the Depositor
        is subject to Exchange Act reporting with respect to the Certificates, such
        Distribution Date Statement shall also include such other information as
        is
        required by Form 10-D, including but not limited to, the information required
        by
        Item 1121 (§ 229.1121) of Regulation AB, to the extent that the Trustee shall
        have received any such information from the Depositor, the Sponsor, the Master
        Servicer, the Servicers, the Custodians, the Swap Counterparty, the Cap
        Counterparty or any Subservicer or Subcontractor therefor, as applicable,
        no
        later than four Business Days prior to the Distribution Date.


      
        
          
          

        

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

      


      On
        any
        Distribution Date after the occurrence of a Section 7.01(d) Purchase Event
        with
        respect to the Pooling REMIC 1 Regular Interests, the information required
        by
        subclauses (i), (ii), (iv), (v), (vii), (viii), (ix), (x), (xi), (xii), (xv)
        (and in the case of the Class LT-R Certificates, subclause (iii)) shall be
        provided to the Holder of the Class LT-R Certificates and the LTURI-holder
        of
        the Pooling REMIC 1 Regular Interests.

      


      The
        Trustee shall make such report and any additional loan level information
        (and,
        at its option, any additional files containing the same information in an
        alternative format) provided to it by the Master Servicer available each
        month
        to Certificateholders, the Certificate Insurer, any NIMS Insurer and the
        Rating
        Agencies via the Trustee’s internet website. The Trustee’s internet website
        shall initially be located at “www.usbank.com”.
        Assistance in using the website can be obtained by calling the Trustee’s
        customer service desk at 1-800-934-6802. Such parties that are unable to
        use the
        website are entitled to have a paper copy mailed to them via first class
        mail by
        calling the Trustee and indicating such or by notifying the Trustee at U.S.
        Bank
        National Association, One Federal Street, Third Floor, Boston, Massachusetts
        02110, Attention: Structured Finance - LXS 2007-17H. The Trustee shall have
        the
        right to change the way such statements are distributed in order to make
        such
        distribution more convenient and/or more accessible to the above parties
        and the
        Trustee shall provide timely and adequate notification to all above parties
        regarding any such changes.

      


      The
        foregoing information and reports shall be prepared and determined by the
        Trustee based solely on Mortgage Loan data provided to the Trustee by the
        Master
        Servicer (in a format agreed to by the Trustee and the Master Servicer) no
        later
        than 2:00 p.m. New York City time four Business Days prior to the Distribution
        Date, and on the information provided to the Trustee by the Swap Counterparty
        and the Cap Counterparty. In preparing or furnishing the foregoing information
        to the Certificateholders, the Certificate Insurer and any NIMS Insurer,
        the
        Trustee shall be entitled to rely conclusively on the accuracy of the
        information or data (i) regarding the Mortgage Loans and the related REO
        Property that has been provided to the Master Servicer by each Servicer and
        to
        the Trustee by the Master Servicer, (ii) regarding the Swap Agreement, that
        has
        been provided to the Trustee by the Swap Counterparty and (iii) regarding
        the
        Cap Agreement, that has been provided to the Trustee by the Cap Counterparty,
        and the Trustee shall not be obligated to verify, recompute, reconcile or
        recalculate any such information or data. The Trustee shall be entitled to
        conclusively rely on the Mortgage Loan data provided by the Master Servicer
        and
        shall have no liability for any errors in such Mortgage Loan data. The Master
        Servicer shall be entitled to conclusively rely on the Mortgage Loan data
        provided by each Servicer and shall have no liability for any errors in such
        Mortgage Loan data. The information and reports described in the first paragraph
        of this Section 4.03(a) shall be provided to the Paying Agent (if other than
        the
        Trustee) by the Trustee no later than 12:00 p.m. New York City time two Business
        Days prior to the Distribution Date. 


      
        
          
          

        

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

      


      (c)
         Within
        90
        days, or such shorter period as may be required by statute or regulation,
        after
        the end of each calendar year, the Trustee shall, upon written request, prepare
        and make available to any NIMS Insurer and to each Person who at any time
        during
        the calendar year was a Certificateholder of record, and to Certificate Owners
        (identified as such by the Clearing Agency) in accordance with applicable
        regulations, a report summarizing the items provided to any NIMS Insurer
        and to
        the Certificateholders pursuant to Section 4.03(a)(i) and (ii) on an annual
        basis as may be required to enable such Holders to prepare their federal
        income
        tax returns; provided,
        however,
        that
        this Section 4.03(c) shall not be applicable where relevant reports or summaries
        are required elsewhere in this Agreement. Such information shall also include
        the amount of original issue discount accrued on each Class of Certificates
        and
        information regarding the expenses of the Trust Fund. The Trustee shall be
        deemed to have satisfied this requirement if it makes available such information
        in any other format permitted by the Code. The Master Servicer shall provide
        the
        Trustee with such information as is necessary for the Trustee to prepare
        such
        reports to the extent reasonably available (and the Trustee may rely solely
        upon
        such information).

      


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

      


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


      
        
          
          

        

        
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      Section
        4.04. Certificate
        Account.

      


      (a)
         The
        Trustee shall establish and maintain in its name, as trustee, a trust account
        (the “Certificate Account”) entitled “Certificate Account, U.S. Bank National
        Association, as Trustee, in trust for the benefit of the Holders of Lehman
        XS
        Trust Mortgage Pass-Through Certificates, Series 2007-17H” until disbursed
        pursuant to the terms of this Agreement. The Certificate Account shall be
        an
        Eligible Account and shall be for the benefit of the Certificateholders and
        the
        Certificate Insurer, subject to the rights of the Trustee set forth herein.
        If
        the existing Certificate Account ceases to be an Eligible Account, the Trustee
        shall establish a new Certificate Account that is an Eligible Account within
        20
        Business Days and transfer all funds and investment property on deposit in
        such
        existing Certificate Account into such new Certificate Account. The Certificate
        Account shall relate solely to the Certificates and to the Pooling REMIC
        1
        Regular Interests issued hereunder and funds in the Certificate Account shall
        be
        held separate and apart from and shall not be commingled with any other monies
        including, without limitation, other monies of the Trustee held under this
        Agreement.

      


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

      


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

      


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

      


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

      


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

      


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

      


      The
        Trustee may invest, or cause to be invested, funds held in the Certificate
        Account, which funds, if invested, shall be invested by the Trustee in Eligible
        Investments (which may be obligations of the Trustee or its affiliates).
        If
        invested, all such investments must be payable on demand or mature no later
        than
        the next Distribution Date (except with respect to such investments in an
        amount
        equal to the aggregate of any Net Swap Payments and any Swap Termination
        Payments payable to the Swap Counterparty, such amount to mature no later
        than
        the next Swap Payment Date), and shall not be sold or disposed of prior to
        their
        maturity. All such Eligible Investments will be made in the name of the Trustee
        (in its capacity as such) or its nominee. All income and gain realized from
        any
        such investment for each Distribution Date shall be compensation to the Trustee
        and shall be subject to its withdrawal on order from time to time. The amount
        of
        any losses incurred in respect of any such investments made by the Trustee
        shall
        be paid by the Trustee for deposit in the Certificate Account out of its
        own
        funds, without any right of reimbursement therefor, immediately as realized.
        Funds held in the Certificate Account may also be held
        uninvested.


      
        
          
          

        

        
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      ARTICLE
        V

      


      DISTRIBUTIONS
        TO HOLDERS OF CERTIFICATES

      


      Section
        5.01. Distributions
        Generally.

      


      (a)
         On
        each
        Distribution Date, so long as the Certificates are outstanding, the Trustee
        (or
        the Paying Agent on behalf of the Trustee) shall make distributions to the
        Holders in accordance with this Article V; provided,
        however,
        that if
        a Section 7.01(d) Purchase Event has occurred with respect to any of the
        Pooling
        REMIC 1 Regular Interests, the distributions related to the Pooling REMIC
        1
        Regular Interests shall be made in accordance with Section 5.02(k). Such
        distributions shall be made by wire transfer if the Certificateholder has
        provided the Trustee (or the Paying Agent) with wire instructions or by check
        mailed to the address of such Certificateholder as it appears in the books
        of
        the Trustee (or the Paying Agent) if the Certificateholder has not provided
        the
        Trustee (or the Paying Agent) with wire instructions in immediately available
        funds to an account specified in the request and at the expense of such
        Certificateholder; provided,
        however,
        that the
        final distribution in respect of any Certificate shall be made only upon
        presentation and surrender of such Certificate at the Corporate Trust Office;
        provided,
        further,
        that the
        foregoing provisions shall not apply to any Class of Certificates as long
        as
        such Certificate remains a Book-Entry Certificate in which case all payments
        made shall be made through the Clearing Agency and its Clearing Agency
        Participants. Notwithstanding such final payment of principal of any of the
        Certificates, each Residual Certificate will remain outstanding until the
        termination of each REMIC and the payment in full of all other amounts due
        with
        respect to the Residual Certificates and at such time such final payment
        in
        retirement of any Residual Certificate will be made only upon presentation
        and
        surrender of such Certificate at the applicable Corporate Trust Office. If
        any
        payment required to be made on the Certificates or the Pooling REMIC 1 Regular
        Interests, or by the Certificate Insurer, is to be made on a day that is
        not a
        Business Day, then such payment will be made on the next succeeding Business
        Day. Payments to the Certificate Insurer shall in all cases be made by wire
        transfer in immediately available funds to the account designated by the
        Certificate Insurer. 

      


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

      


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


      
        
          
          

        

        
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      Section
        5.02. Distributions
        from the Certificate Account. 

      


      (a)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event or a Trust
        Fund Termination Event, as applicable, the Trustee (or the Paying Agent on
        behalf of the Trustee) shall withdraw from the Certificate Account the Total
        Distribution Amount and amounts that are available for payment to the Swap
        Counterparty and shall allocate such amounts to the interests issued in respect
        of each REMIC and shall distribute such amounts as specified in subparagraphs
        (b) through (i) of this Section 5.02; provided,
        that
        amounts that are available for payment to the Swap Counterparty shall be
        paid on
        the related Swap Payment Date.

      


      (b)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event (or, with
        respect to clause (i) below, on the related Swap Payment Date), the Trustee
        shall distribute the Interest Remittance Amount for such date in the following
        order of priority:

      


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

      


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

      


      (iii)
         concurrently, on
        a
pro
        rata
        basis, to
        the
        Senior Certificates, Current Interest and any Carryforward Interest for such
        Classes for such Distribution Date; provided,
        however,
        that
        any shortfall in Current Interest and Carryforward Interest shall be allocated
        among such Classes in proportion to the amount of Current Interest and
        Carryforward Interest that would otherwise be distributable thereon,
provided,
        further,
        that
        the Trustee shall make no distributions to the Class AIO Certificates after
        the
        Distribution Date in July 2012;

      


      (iv)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy with respect
        to interest;

      


      (v)
         to
        the
        Subordinate Certificates, in accordance with the Interest Subordinate Priority,
        Current Interest and any Carryforward Interest for such Classes for such
        Distribution Date;
        and 


      
        
          
          

        

        
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      (vi)
         for
        application as part of the Monthly Excess Cashflow for such Distribution
        Date,
        as provided in subsection (f) of this Section, any Monthly Excess Interest
        for
        such Distribution Date.

      


      (c)
         [Reserved].

      


      (d)
         On
        each
        Distribution Date or related Swap Payment Date on or prior to a Section 7.01(d)
        Purchase Event, the Trustee shall distribute the Principal Distribution Amount
        for such date, as follows:

      


      (i)
         On
        each
        Distribution Date (or with respect to clause (A) below, on the related Swap
        Payment Date) (a) prior to the Stepdown Date or (b) with respect to which
        a
        Trigger Event is in effect, until the aggregate Certificate Principal Amount
        of
        the Senior Certificates (other than the Class AIO Certificates) and the
        Subordinate Certificates equals the Target Amount for such Distribution Date,
        the Trustee shall distribute the Principal Distribution Amount for such date,
        in
        the following order of priority:

      


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

      


      (B)
         to
        the
        Class A1 Certificates, until the Class Principal Amount of such Class has
        been
        reduced to zero;

      


      (C)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy with respect
        to principal for the Insured Certificates; 

      


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

      


      (E)
         for
        application as part of the Monthly Excess Cashflow for such Distribution
        Date,
        as provided in subsection (f) of this Section, any such Principal Distribution
        Amount remaining after application pursuant to clauses (A) through (D)
        above.

      


      (ii) On
        each
        Distribution Date (or, with respect to clause (A) below, on the related Swap
        Payment Date) (a) on or after the Stepdown Date and (b) with respect to which
        a
        Trigger Event is not in effect, the Trustee shall distribute the Principal
        Distribution Amount for such date in the following order of
        priority:

      


      (A)
         for
        deposit into the Swap Account, any Net Swap Payment or Swap Termination Payment
        (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
        (to
        the extent not distributed previously pursuant to subsection
        5.02(b)(ii));


      
        
          
          

        

        
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      (B)
         to
        the
        Class A1 Certificates, in an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for such Distribution Date
        over
        (b) the amount distributed to the Supplemental Interest Trust for deposit
        into
        the Swap Account on such Distribution Date pursuant to clause (A) above and
        (y)
        the Senior Principal Distribution Amount for such Distribution Date until
        the
        Class Principal Amount of such Class has been reduced to zero; 

      


      (C)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy with respect
        to principal for the Insured Certificates; 

      


      (D)
         to
        the
        Class M0 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the amount paid to the Supplemental Interest Trust for deposit into the Swap
        Account on such Distribution Date and the amount distributed to the Certificate
        Insurer pursuant to clauses (A) through (C) above, and (y) the M0 Principal
        Distribution Amount for such Distribution Date, until the Class Principal
        Amount
        of such Class has been reduced to zero; 

      


      (E)
         to
        the
        Class M1 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the Certificate Insurer, the Class M0 Certificates and the amount paid to
        the
        Supplemental Interest Trust for deposit into the Swap Account on such
        Distribution Date pursuant to clauses (A) through (D) above, and (y) the
        M1
        Principal Distribution Amount for such Distribution Date, until the Class
        Principal Amount of such Class has been reduced to zero; 

      


      (F)
         to
        the
        Class M2 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the Certificate Insurer, the Class M0 and Class M1 Certificates and the amount
        paid to the Supplemental Interest Trust for deposit into the Swap Account
        on
        such Distribution Date pursuant to clauses (A) through (E) above, and (y)
        the M2
        Principal Distribution Amount for such Distribution Date, until the Class
        Principal Amount of such Class has been reduced to zero; 

      


      (G)
         to
        the
        Class M3 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the Certificate Insurer, the Class M0, Class M1 and Class M2 Certificates
        and
        the amount paid to the Supplemental Interest Trust for deposit into the Swap
        Account on such Distribution Date pursuant to clauses (A) through (F) above,
        and
        (y) the M3 Principal Distribution Amount for such Distribution Date, until
        the
        Class Principal Amount of such Class has been reduced to zero; 


      
        
          
          

        

        
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      (H)
         to
        the
        Class M4 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the Certificate Insurer, the Class M0, Class M1, Class M2 and Class M3
        Certificates and the amount paid to the Supplemental Interest Trust for deposit
        into the Swap Account on such Distribution Date pursuant to clauses (A) through
        (G) above, and (y) the M4 Principal Distribution Amount for such Distribution
        Date, until the Class Principal Amount of such Class has been reduced to
        zero;

      


      (I)
         to
        the
        Class M5 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the Certificate Insurer, the Class M0, Class M1, Class M2, Class M3 and Class
        M4
        Certificates and the amount paid to the Supplemental Interest Trust for deposit
        into the Swap Account on such Distribution Date pursuant to clauses (A) through
        (H) above, and (y) the M5 Principal Distribution Amount for such Distribution
        Date, until the Class Principal Amount of such Class has been reduced to
        zero;


      


      (J)
         to
        the
        Class M6 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the Certificate Insurer, the Class M0, Class M1, Class M2, Class M3, Class
        M4
        and Class M5 Certificates and the amount paid to the Supplemental Interest
        Trust
        for deposit into the Swap Account on such Distribution Date pursuant to clauses
        (A) through (I) above, and (y) the M6 Principal Distribution Amount for such
        Distribution Date, until the Class Principal Amount of such Class has been
        reduced to zero; 

      


      (K)
         to
        the
        Class M7 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the Certificate Insurer, the Class M0, Class M1, Class M2, Class M3, Class
        M4,
        Class M5 and Class M6 Certificates and the amount paid to the Supplemental
        Interest Trust for deposit into the Swap Account on such Distribution Date
        pursuant to clauses (A) through (J) above, and (y) the M7 Principal Distribution
        Amount for such Distribution Date, until the Class Principal Amount of such
        Class has been reduced to zero; 

      


      (L)
         to
        the
        Class M8 Certificates, an amount equal to the lesser of (x) the excess of
        (a)
        the Principal Distribution Amount for such Distribution Date over (b) the
        amount
        distributed to the Senior Certificates (other than the Class AIO Certificates),
        the Certificate Insurer, the Class M0, Class M1, Class M2, Class M3, Class
        M4,
        Class M5, Class M6 and Class M7 Certificates and the amount paid to the
        Supplemental Interest Trust for deposit into the Swap Account on such
        Distribution Date pursuant to clauses (A) through (K) above, and (y) the
        M8
        Principal Distribution Amount for such Distribution Date, until the Class
        Principal Amount of such Class has been reduced to zero; and


      
        
          
          

        

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


      


      (e)
         
        [Reserved].

      


      (f)
         On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event, the Trustee
        shall distribute the Monthly Excess Cashflow for such Distribution Date,
        after
        making all distributions pursuant to Sections 5.02(g) and 5.02(h) below,
        in the
        following order of priority: 

      


      (i)
         (A) concurrently,
        on a pro
        rata
        basis,
        based on amounts due, to the Senior Certificates, Current Interest and any
        Carryforward Interest for such Classes for such Distribution Date, to the
        extent
        unpaid pursuant to Sections 5.02(b)(iii), 5.02(g)(i) and 5.02(h)(iii);
provided,
        however,
        that
        any shortfall in Current Interest and Carryforward Interest shall be allocated
        among such Classes in proportion to the amount of Current Interest and
        Carryforward Interest that would otherwise be distributable
        thereon;

      


      (B) to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy for the
        Insured Certificates with respect to (i) interest, to the extent unpaid pursuant
        to Section 5.02(b)(iv) above and Section 5.02(g)(ii) and 5.02(h)(iv) below,
        and
        (ii) principal, to the extent unpaid pursuant to Sections 5.02(d)(i)(C) or
        (ii)(C) above and Section 5.02(g)(iv) and 5.02(h)(vi) below;

      


      (C)
         to
        the
        Subordinate Certificates, in accordance with the Interest Subordinate Priority,
        any Current Interest and Carryforward Interest for such Classes for such
        Distribution Date, to the extent not paid pursuant to Section 5.02(b)(v);
        

      


      (D) to
        the
        Trustee, to pay previously unreimbursed extraordinary costs, liabilities,
        and
        expenses;

      


      (ii)
         for
        each
        Distribution Date occurring (a) before the Stepdown Date or (b) on or after
        the
        Stepdown Date but for which a Trigger Event is in effect, after giving effect
        to
        previous principal distributions on such Distribution Date pursuant to Sections
        5.02(d), 5.02(g)(iii) and 5.02(h)(v), then until the aggregate Certificate
        Principal Amount of the Offered Certificates equals the Target Amount, in
        the
        following order of priority:

      


      (A)
         to
        the
        Class A1 Certificates, in reduction of their Class Principal Amount, until
        the
        Class Principal Amount of such Class has been reduced to zero; and

      


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


      
        
          
          

        

        
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      (iii)
         for
        each
        Distribution Date occurring on or after the Stepdown Date and for which a
        Trigger Event is not in effect, after giving effect to previous principal
        distributions on such Distribution Date pursuant to Sections 5.02(d),
        5.02(g)(iii) and 5.02(h)(v), in the following order of priority:

      


      (A)
         to
        the
        Class A1 Certificates, in reduction of their Class Principal Amount, until
        the
        Class Principal Amount of such Class, after giving effect to distributions
        on
        such Distribution Date, equals the Senior Target Amount;

      


      (B)
         to
        the
        Class M0 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0 Certificates, after giving effect
        to
        distributions on such Distribution Date, equals the M0 Target
        Amount;

      


      (C)
         to
        the
        Class M1 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0 and M1 Certificates, after giving
        effect to distributions on such Distribution Date, equals the M1 Target
        Amount;

      


      (D)
         to
        the
        Class M2 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0, Class M1 and Class M2 Certificates,
        after giving effect to distributions on such Distribution Date, equals the
        M2
        Target Amount; 

      


      (E)
         to
        the
        Class M3 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0, Class M1, Class M2 and Class M3
        Certificates, after giving effect to distributions on such Distribution Date,
        equals the M3 Target Amount;

      


      (F)
         to
        the
        Class M4 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0, Class M1, Class M2, Class M3 and
        Class
        M4 Certificates, after giving effect to distributions on such Distribution
        Date,
        equals the M4 Target Amount; 

      


      (G)
         to
        the
        Class M5 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0, Class M1, Class M2, Class M3, Class
        M4
        and Class M5 Certificates, after giving effect to distributions on such
        Distribution Date, equals the M5 Target Amount;

      


      (H)
         to
        the
        Class M6 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0, Class M1, Class M2, Class M3, Class
        M4, Class M5 and Class M6 Certificates, after giving effect to distributions
        on
        such Distribution Date, equals the M6 Target Amount;


      
        
          
          

        

        
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      (I)
         to
        the
        Class M7 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0, Class M1, Class M2, Class M3, Class
        M4, Class M5, Class M6 and Class M7 Certificates, after giving effect to
        distributions on such Distribution Date, equals the M7 Target
        Amount;

      


      (J)
         to
        the
        Class M8 Certificates, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Senior Certificates (other than the
        Class AIO Certificates) and the Class M0, Class M1, Class M2, Class M3, Class
        M4, Class M5, Class M6, Class M7 and Class M8 Certificates, after giving
        effect
        to distributions on such Distribution Date, equals the M8 Target Amount;
        and


      


      (iv)
         to
        the
        Basis Risk Reserve Fund, an amount equal to the Basis Risk Payment with respect
        to the Offered Certificates (other than the Class AIO Certificates), and
        then
        from the Basis Risk Reserve Fund, in the following order of
        priority:

      


      (A)
         (1)
        first, to the Class A1 Certificates, the amount of any Basis Risk Shortfalls
        and
        Unpaid Basis Risk Shortfalls for such Class and such Distribution Date, in
        proportion to the amount of such shortfalls; and (2) second, to the Offered
        Subordinate Certificates, in accordance with the Interest Subordinate Priority,
        the amount of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
        for
        each such Class and such Distribution Date, but solely after application
        of
        amounts distributed first,
        from
        the Cap Account pursuant to Section 5.02(g)(v) below, and second,
        from
        the Swap Account pursuant to Section 5.02(h)(vii) below; and

      


      (B)
         to
        the
        X-S Component of the Class X Certificates, any amounts remaining in the Basis
        Risk Reserve Fund in excess of the Required Reserve Fund Amount for such
        Distribution Date, after satisfying priority (iv)(A) above for that Distribution
        Date; 

      


      (v)
         pro
        rata,
        in
        proportion to their respective Deferred Amounts (and any interest accrued
        on
        such Deferred Amounts), after giving effect to distributions described above
        on
        such Distribution Date, to the Senior Certificates (other than the Class
        AIO
        Certificates), any applicable Deferred Amount and any interest accrued on
        such
        Deferred Amount for each such Class and such Distribution Date;
        provided, however,
        that
        the sum of all such amounts distributed pursuant to this Section 5.02(f)(v)
        and
        all amounts distributed pursuant to Sections 5.02(g)(iii), 5.02(g)(vi),
        5.02(h)(v) and 5.02(h)(viii) shall not exceed the aggregate amount of cumulative
        Realized Losses incurred from the Cut-off Date through the last day of the
        related Collection Period, less any amounts previously distributed pursuant
        to
        this Section 5.02(f)(v) and Sections 5.02(g)(iii), 5.02(g)(vi), 5.02(h)(v)
        and
        5.02(h)(viii);

      


      (vi)
         to
        the
        Subordinate Certificates, in accordance with the Principal Subordinate Priority,
        any Deferred Amounts for each such Class and such Distribution Date (and
        in the
        case of the Class M0 Certificates, any interest accrued on such Deferred
        Amounts
        at the related Interest Rate);


      
        
          
          

        

        
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      (vii)
         on
        the
        earlier of (a) the Distribution Date occurring in July 2012 (or the next
        occurring Distribution Date on which sufficient funds are available in the
        Certificate Account) and (b) the final Distribution Date, to the Class P
        Certificates, $100 in payment of the Class P Principal Amount;

      


      (viii)
         to
        the
        X-S Component of the Class X Certificates, the Class X Distributable Amount
        (less any Basis Risk Payment for such Distribution Date) for such Distribution
        Date;

      


      (ix)
         to
        the
        Supplemental Interest Trust, for distribution pursuant to clause 5.02(h)(viii),
        any Swap Termination Payment due to a Swap Counterparty Trigger Event owed
        to
        the Swap Counterparty pursuant to the Swap Agreement; and

      


      (x)
         to
        the
        Class LT-R Certificate, any amount remaining on such date after application
        pursuant to clauses (i) through (ix) above to the extent attributable to
        Pooling
        REMIC 1, and otherwise to the Class R Certificate; 

      


      (g)
         On
        each
        Distribution Date, the Trustee shall distribute the Cap Amount from the Cap
        Account for such date as follows:

      


      (i)
         to
        the
        Class A1 Certificates, Current Interest and any Carryforward Interest for
        such
        Class for such Distribution Date, to the extent unpaid after distributions
        pursuant to Section 5.02(b)(iii) above;

      


      (ii)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Reimbursement Policy with
        respect to interest, to the extent unpaid after distributions pursuant to
        Section 5.02(b)(iv). 

      


      (iii)
         to
        the
        Class A1 Certificates, any amount necessary to maintain the applicable target
        amount specified in Sections 5.02(f)(ii) and (iii) above, as applicable,
        for
        such Distribution Date; 

      


      (iv)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy with respect
        to principal, to the extent unpaid pursuant to Section 5.02(d)(i)(C) and
        Section
        5.02(d)(ii)(C);

      


      (v)
         to
        the
        Class A1 Certificates, any Basis Risk Shortfalls and Unpaid Basis Risk
        Shortfalls for such Class and for such Distribution Date; 

      


      (vi)
         to
        the
        Class A1 Certificates, any Deferred Amount (and any interest accrued on such
        Deferred Amounts at the related Certificate Interest Rate) for such Class
        and
        such Distribution Date; provided,
        however,
        that
        the sum of all such amounts distributed pursuant to this Section 5.02(g)(vi)
        and
        all amounts distributed pursuant to Sections 5.02(f)(v), 5.02(g)(iii),
        5.02(h)(v) and 5.02(h)(viii) shall not exceed the aggregate amount of cumulative
        Realized Losses incurred from the Cut-off Date through the last day of the
        related Collection Period, less any amounts previously distributed pursuant
        to
        this Section 5.02(g)(vi) and Sections 5.02(f)(v), 5.02(g)(iii), 5.02(h)(v)
        and
        5.02(h)(viii);


      
        
          
          

        

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

      


      (viii)
         to
        the
        C-X Component of the Class X Certificates, any remaining Cap Amounts;
        and

      


      (ix)
         on
        the
        first Distribution Date on which the Class Principal Amount of the Class
        A1
        Certificates has been reduced to zero, to the C-X Component of the Class
        X
        Certificates, all amounts remaining in the Cap Account.

      


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

      


      (i)
         to
        the
        Swap Counterparty, any Net Swap Payment (not due to a Swap Counterparty Trigger
        Event) owed to the Swap Counterparty pursuant to the Swap Agreement for such
        Distribution Date;

      


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

      


      (iii)
         to
        the
        Class A1 Certificates, Current
        Interest and any Carryforward Interest for such Class and such Distribution
        Date, to the extent unpaid pursuant to Sections 5.02(b)(iii) and 5.02(g)(i)
        above;

      


      (iv)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy for the
        Insured Certificates with respect to interest, to the extent unpaid pursuant
        to
        Sections 5.02(b)(iv) and 5.02(g)(ii) above;

      


      (v)
         to
        the
        Class A1 Certificates, any amount necessary to maintain the applicable target
        amount specified in Sections 5.02(f)(ii) and (iii), as applicable, for such
        Distribution Date, after giving effect to distributions pursuant to Section
        5.02(g)(iii) above;

      


      (vi)
         to
        the
        Certificate Insurer, any Reimbursement Amounts owed to the Certificate Insurer
        with respect to draws made under the Certificate Insurance Policy for the
        Insured Certificates with respect to principal, to the extent unpaid pursuant
        to
        Sections 5.02(d)(i)(C), 5.02(d)(ii)(C), or 5.02(g)(iv) above;


      
        
          
          

        

        
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      (vii)
         to
        the
        Class A1 Certificates, any remaining Basis Risk Shortfalls and Unpaid Basis
        Risk
        Shortfalls, to the extent unpaid after application of amounts distributed
        pursuant to Section 5.02(g)(v) above for such Class and for such Distribution
        Date;

      


      (viii)
         to
        the
        Class A1 Certificates, any Deferred Amount for such Class and Distribution
        Date
        (and any interest accrued on such Deferred Amounts at the related Certificate
        Interest Rate), to the extent unpaid after distributions pursuant to Section
        5.02(g)(vi) above; provided,
        however,
        that
        the sum of all such amounts distributed pursuant to this Section 5.02(h)(viii)
        and all amounts distributed pursuant to Sections 5.02(f)(v), 5.02(g)(iii),
        5.02(g)(vi) and 5.02(h)(v) shall not exceed the aggregate amount of cumulative
        Realized Losses incurred from the Cut-off Date through the last day of the
        related Collection Period, less any amounts previously distributed pursuant
        to
        this Section 5.02(h)(viii) and Sections 5.02(f)(v), 5.02(g)(iii), 5.02(g)(vi)
        and 5.02(h)(v);

      


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

      


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

      


      (xi)
         to
        the
        S-X Component of the X Certificates, any remaining Swap Amount; and

      


      (xii)
         on
        the
        first Distribution Date on which the Class Principal Amount of the Class
        A1
        Certificates has been reduced to zero, to the S-X Component of the Class
        X
        Certificates, all amounts remaining in the Swap Account.

       

      (i)
         Notwithstanding
        the foregoing, on any Distribution Date after the Class Principal Balance
        of any
        Class of Certificates has been reduced to zero, such Class shall not be entitled
        to Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. 

       

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

      


      (k)
         On
        each
        Distribution Date occurring after a Section 7.01(d) 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 related
        Total Distribution Amount (to the extent such amount is on deposit in the
        Certificate Account) and shall allocate such amount to the interests issued
        in
        respect of the Pooling REMIC 1 Regular Interests created pursuant to this
        Agreement and shall distribute such Total Distribution Amount first,
        to the
        Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not
        previously reimbursed to the Trustee, second,
        to the
        Swap Counterparty to pay any Net Swap Payment owed to the Swap Counterparty
        pursuant to the Swap Agreement for such Swap Payment Date, third,
        to the
        LTURI-holder, any remaining related Total Distribution Amount to the extent
        payable on the Pooling REMIC 1 Regular Interests as provided in the Preliminary
        Statement, and fourth,
        to the
        Class LT-R Certificates any remaining amounts.


      
        
          
          

        

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

      


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

      


      Section
        5.03. Allocation
        of Losses.

      


      On
        each
        Distribution Date on or prior to a Section 7.01(d) Purchase Event, the Class
        Principal Amounts of the Offered Certificates shall be reduced by the amount
        of
        any Applied Loss Amount for such date, in the following order of
        priority:

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
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      (ix)
         to
        the
        Class M0 Certificates, until the Class Principal Amount of such Class has
        been
        reduced to zero; and

      


      (x)
         to
        the
        Class A1 Certificates.

      


      Section
        5.04. Advances
        by Master Servicer, Servicers and Trustee.

      


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

      


      (b)
         Notwithstanding
        anything herein to the contrary, in the event that the Master Servicer or
        any
        Servicer fails for any reason to make an Advance required to be made pursuant
        to
        this Section 5.04 on or before the Master Servicer Remittance Date, the Trustee,
        in its capacity as successor master servicer pursuant to Section 6.14, shall,
        on
        or before the related Distribution Date, deposit in the Certificate Account
        an
        amount equal to the excess of (a) Advances required to be made by the Master
        Servicer or the Servicers that would have been deposited in such Certificate
        Account over (b) the amount of any Advance made by the Master Servicer or
        any
        Servicer with respect to such Distribution Date; provided,
        however,
        that
        the Trustee shall be required to make such Advance only if it is not prohibited
        by law from doing so and it has determined that such Advance would be
        recoverable from amounts to be received with respect to such Mortgage Loan,
        including late payments, Liquidation Proceeds, Insurance Proceeds, or otherwise.
        The Trustee shall be entitled to be reimbursed from the Collection Account
        and/or the Certificate Account for Advances made by it pursuant to this Section
        5.04 as if it were the Master Servicer. Notwithstanding anything herein to
        the
        contrary, in no event shall the Trustee (in its capacity as Trustee, successor
        servicer or successor master servicer) be required for any reason to make
        an
        Advance with respect to any Balloon Payment.


      
        
          
          

        

        
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      Section
        5.05. Compensating
        Interest Payments.

      


      The
        Master Servicer shall not be responsible for making any Compensating Interest
        Payments not made by the Servicers. Any Compensating Interest Payments made
        by
        the Servicers shall be a component of the Interest Remittance Amount.
        Notwithstanding anything herein to the contrary, in no event shall the Trustee
        (in its capacity as Trustee or successor master servicer) be required for
        any
        reason to make Compensating Interest Payments.

      


      Section
        5.06. Basis
        Risk Reserve Fund.

      


      (a)
         On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust
        for
        the benefit of the holders of the LIBOR Certificates, the Basis Risk Reserve
        Fund, into which LBH shall initially deposit $1,000. The Basis Risk Reserve
        Fund
        shall be an Eligible Account, and funds on deposit therein shall be held
        separate and apart from, and shall not be commingled with, any other moneys,
        including, without limitation, other moneys of the Trustee held pursuant
        to this
        Agreement. If the existing Basis Risk Reserve Fund ceases to be an Eligible
        Account, the Trustee shall establish a new Basis Risk Reserve Fund that is
        an
        Eligible Account within 20 Business Days and transfer all funds and investment
        property on deposit in such existing Certificate Account into such new
        Certificate Account.

      


      (b)
         On
        each
        Distribution Date the Trustee shall distribute in the order of priority and
        to
        the extent specified in Section 5.02(f)(iv) of this Agreement any amounts
        then
        on deposit in the Basis Risk Reserve Fund, including any earnings thereon.
        On
        any Distribution Date, any amounts that the Trustee is not required to
        distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(f)(iv)
        of
        this Agreement shall remain on deposit in the Basis Risk Reserve
        Fund.

      


      (c)
         Funds
        in
        the Basis Risk Reserve Fund shall be invested in Eligible Investments. The
        Class
        X Certificates shall evidence ownership of the Basis Risk Reserve Fund for
        federal income tax purposes and LBH on behalf of the Holders thereof shall
        direct the Trustee, in writing, as to investment of amounts on deposit therein.
        LBH shall be liable for any losses incurred on such investments. In the absence
        of written instructions from LBH as to investment of funds on deposit in
        the
        Basis Risk Reserve Fund, such funds shall remain uninvested. The Basis Risk
        Reserve Fund will be terminated after the earlier of (A) a Section 7.01(d)
        Purchase Event or (B) a Trust Fund Termination Event and any funds remaining
        in
        such fund upon such termination shall be released to the X-S Component of
        the
        Class X Certificates.


      
        
          
          

        

        
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      Section
        5.07. Supplemental
        Interest Trust .

      


      (a)
         A
        separate trust is hereby established (the “Supplemental Interest Trust”), the
        corpus of which shall be held by the Trustee, in trust, for the benefit of
        the
        holders of the LIBOR Certificates. The Trustee, as trustee of the Supplemental
        Interest Trust, shall establish an account (the “Swap Account”), into which LBH
        shall initially deposit $1,000 on the Closing Date. The Swap Account shall
        be an
        Eligible Account, and funds on deposit therein shall be held separate and
        apart
        from, and shall not be commingled with, any other moneys, including, without
        limitation, other moneys of the Trustee held pursuant to this Agreement.
        If the
        existing Swap Account ceases to be an Eligible Account, the Trustee shall
        establish a new Swap Account that is an Eligible Account within 20 Business
        Days
        and transfer all funds and investment property on deposit in such existing
        Swap
        Account into such new Swap Account.

      


      (b)
         In
        addition, the Trustee, as trustee of the Supplemental Interest Trust, shall
        establish an account (the “Cap Account”), into which LBH shall initially deposit
        $1,000. The Cap Account shall be an Eligible Account, and funds on deposit
        therein shall be held separate and apart from, and shall not be commingled
        with,
        any other monies, including, without limitation, other monies of the Trustee
        held pursuant to this Agreement. If the existing Cap Account ceases to be
        an
        Eligible Account, the Trustee shall establish a new Cap Account that is an
        Eligible Account within 20 Business Days and transfer all funds and investment
        property on deposit in such existing Cap Account into such new Cap
        Account.

      


      (c)
         In
        addition, the Trustee, on behalf of the Supplemental Interest Trust, shall
        establish an account (the “Collateral Account”), into which funds shall be
        deposited pursuant to Section 5.07(h). The Collateral Account shall be an
        Eligible Account, and funds on deposit therein shall be held separate and
        apart
        from, and shall not be commingled with, any other monies, including, without
        limitation, other monies of the Trustee held pursuant to this Agreement.
        If the
        existing Collateral Account ceases to be an Eligible Account, the Trustee
        shall
        establish a new Collateral Account that is an Eligible Account within 20
        Business Days and transfer all funds and investment property on deposit in
        such
        existing Collateral Account into such new Collateral Account.

      


      (d)
         The
        Trustee shall deposit into the Swap Account any Net Swap Payment required
        pursuant to Sections 5.02(b), (d), and (h), any Swap Termination Payment
        required pursuant to Sections 5.02(b), (d), (f) and (h), any amounts received
        from the Swap Counterparty under the Swap Agreement, and shall distribute
        from
        the Swap Account any Net Swap Payment required pursuant to Section 5.02(h)(i)
        or
        5.02(l), as applicable, or Swap Termination Payment required pursuant to
        Sections 5.02(h)(ii), Section 5.02(h)(x) or Section 5.02(l), as
        applicable.

      


      (e)
         The
        Trustee shall deposit into the Cap Account any amounts received from the
        Cap
        Counterparty under the Cap Agreement.

      


      (f)
         Funds
        in
        the Swap Account shall be invested in Eligible Investments. Any earnings
        on such
        amounts shall be distributed on each Distribution Date pursuant to Section
        5.02(h) or 5.02(l), as applicable. The Class X Certificates shall evidence
        ownership of the Swap Account for federal income tax purposes and the Holder
        thereof shall direct the Trustee, in writing, as to investment of amounts
        on
        deposit therein. The Class X Certificateholders shall be liable for any losses
        incurred on such investments. In the absence of written instructions from
        the
        Class X Certificateholders as to investment of funds on deposit in the Swap
        Account, such funds shall remain uninvested. Any amounts on deposit in the
        Swap
        Account in excess of the Swap Amount on any Distribution Date shall be held
        for
        distribution pursuant to Section 5.02(h) or 5.02(l), as applicable, on the
        following Distribution Date.


      
        
          
          

        

        
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      (g)
         Funds
        in
        the Cap Account shall be invested in Eligible Investments. Any earnings on
        such
        amounts shall be distributed on each Distribution Date pursuant to Section
        5.02(g) or 5.02(m), as applicable. The Class X Certificates shall evidence
        ownership of the Cap Account for federal income tax purposes and the Holder
        thereof shall direct the Trustee, in writing, as to investment of amounts
        on
        deposit therein. The Class X Certificateholders shall be liable for any losses
        incurred on such investments. In the absence of written instructions from
        the
        Class X Certificateholders as to investment of funds on deposit in the Cap
        Account, such funds shall remain uninvested. Any amounts on deposit in the
        Cap
        Account in excess of the Cap Amount on any Distribution Date shall be held
        for
        distribution pursuant to Section 5.02(g) or 5.02(m), as applicable, on the
        following Distribution Date.

      


      (h)
         Funds
        required to be held pursuant to the Credit Support Annex shall be deposited
        into
        the Collateral Account. Funds posted by the Swap Counterparty (or its credit
        support provider) in the Collateral Account shall be invested in Eligible
        Investments as directed by the Swap Counterparty (or its credit support
        provider). Any interest earnings on such amounts shall be remitted to the
        Swap
        Counterparty (or its credit support provider) pursuant to the terms of the
        Credit Support Annex. The Trustee shall not be liable for any losses incurred
        on
        such investments. In the absence of prior written instructions from the Swap
        Counterparty (or its credit support provider) as to investment of funds on
        deposit in the Collateral Account, such funds shall remain uninvested. On
        the
        first Distribution Date immediately following any Swap Payment Date as to
        which
        a shortfall exists with respect to a Net Swap Payment or a Swap Termination
        Payment owed by the Swap Counterparty as a result of its failure to make
        payments pursuant to the Swap Agreement, amounts necessary to cover such
        shortfall shall be removed from the Collateral Account, remitted to the Swap
        Account and distributed as all or a portion of such Net Swap Payment or Swap
        Termination Payment pursuant to Section 5.02(h) or Section 5.02(l), as
        applicable. On any Distribution Date as to which a shortfall exists with
        respect
        to the Cap Amount owed by the Cap Counterparty as a result of its failure
        to
        make payments pursuant to the Cap Agreement, amounts necessary to cover such
        shortfall shall be removed from the Collateral Account, remitted to the Cap
        Account and distributed as all or a portion of such Cap Amount pursuant to
        Section 5.02(g). Any amounts on deposit in the Collateral Account required
        to be
        returned to the Swap Counterparty (or its credit support provider), as
        applicable, as a result of (i) the termination of the Swap Agreement, (ii)
        the
        procurement of a guarantor, (iii) the reinstatement of required ratings or
        (iv)
        otherwise pursuant to the Swap Agreement, shall be released directly to the
        Swap
        Counterparty pursuant to the terms of the Credit Support Annex.

      


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

      


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


      
        
          
          

        

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


      


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

      


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

      


      (n)
         In
        the
        event that either the Swap Counterparty or the Cap Counterparty fails to
        perform
        any of its obligations under the Swap Agreement or the Cap Agreement,
        respectively (including, without limitation, its obligations to make any
        payment
        or transfer collateral), or breaches any of its representations and warranties
        under the Swap Agreement or the Cap Agreement, as applicable, or in the event
        that an Event of Default, Termination Event, or Additional Termination Event
        occurs (as such terms are defined in the Swap Agreement or the Cap Agreement,
        as
        applicable), the Trustee on behalf of the Supplemental Interest Trust, shall
        (upon a Responsible Officer of the Trustee receiving written notice or having
        actual knowledge of the occurrence thereof), no later than the next Business
        Day
        following such failure, breach or occurrence, of which the Trustee has actual
        knowledge, notify the Swap Counterparty or Cap Counterparty, as applicable,
        and
        give any notice of such failure and make any demand for payment pursuant
        to the
        Swap Agreement or Cap Agreement, as applicable. In the event that the Swap
        Counterparty’s obligations under the Swap Agreement or the Cap Counterparty’s
        obligations under the Cap Agreement are at any time guaranteed by a third
        party,
        then to the extent that the Swap Counterparty or the Cap Counterparty fails
        to
        make any payment or delivery required under terms of the Swap Agreement or
        the
        Cap Agreement, as applicable, the Trustee, on behalf of the Supplemental
        Interest Trust, shall (upon a Responsible Officer of the Trustee receiving
        written notice or having actual knowledge of the occurrence thereof), no
        later
        than the next Business Day following such failure, demand that such guarantor
        make any and all payments then required to be made by the applicable guarantor.
        

      


      Section
        5.08. Rights
        of Swap Counterparty.

      


      The
        Swap
        Counterparty shall be deemed a third-party beneficiary of this Agreement
        to the
        same extent as if it were a party hereto and shall have the right, upon
        designation of an “Early Termination Date” (as defined in the Swap Agreement),
        to enforce its rights under this Agreement, which rights include but are
        not
        limited to the obligation of the Trustee (A) to deposit any Net Swap Payment
        required pursuant to Sections 5.02(b), (d) and (h), and any Swap Termination
        Payment required pursuant to Sections 5.02(b), (d), (f) and (h) into the
        Swap
        Account and to pay any Net Swap Payment required pursuant to Section 5.02(h)(i)
        or 5.02(l), as applicable, or Swap Termination Payment required pursuant
        to
        Sections 5.02(h)(ii), Section 5.02(h)(x) and Section 5.02(l), as applicable,
        to
        the Swap Counterparty and (C) to establish and maintain the Swap Account,
        to
        make such deposits thereto, investments therein and distributions therefrom
        as
        are required pursuant to Section 5.07. For the protection and enforcement
        of the
        provisions of this Section the Swap Counterparty shall be entitled to such
        relief as can be given either at law or in equity.


      
        
          
          

        

        
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      Section
        5.09. Termination
        Receipts. 

      


      (a)
         In
        the
        event of an “Early Termination Event” as defined under the Swap Agreement, (i)
        any Swap Termination Payment made by the Swap Counterparty to the Supplemental
        Interest Trust and paid pursuant to Section 5.02(h)(ix) or Section 5.02(l)
        (“Termination Receipts”) will be deposited in a segregated non-interest bearing
        account which shall be an Eligible Account established by the Trustee (the
“Swap
        Termination Receipts Account”) and (ii) any amounts received from a replacement
        Swap Counterparty (“Swap Replacement Receipts”) will be deposited in a
        segregated non-interest bearing account which shall be an Eligible Account
        established by the Trustee (the “Swap Replacement Receipts Account”). Solely
        upon written direction of the Depositor, the Trustee shall invest, or cause
        to
        be invested, funds held in the Swap Termination Receipts Account and the
        Swap
        Replacement Receipts Account in time deposits of the Trustee as permitted
        by
        clause (ii) of the definition of Eligible Investments or as otherwise directed
        in writing by a majority of the Certificateholders. All such investments
        must be
        payable on demand or mature on a Distribution Date or such other date as
        directed by the Certificateholders. If no such direction is given by the
        Depositor, such funds shall remain uninvested. All such Eligible Investments
        will be made in the name of the Trustee, as trustee of the Supplemental Interest
        Trust (in its capacity as such) or its nominee. All income and gain realized
        from any such investment shall be deposited in the Swap Termination Receipts
        Account or the Swap Replacement Receipts Account, as applicable, and all
        losses,
        if any, shall be borne by the related account.

      


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

      


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

      


      (b)
         In
        the
        event of an “Early Termination Event” as defined under the Cap Agreement, (i)
        any Cap Termination Payment made by the Cap Counterparty to the Supplemental
        Interest Trust and paid pursuant to Section 5.02(g)(vii) (“Cap Termination
        Receipts”) will be deposited in a segregated non-interest bearing account which
        shall be an Eligible Account established by the Trustee (the “Cap Termination
        Receipts Account”) and (ii) any amounts received from a replacement Cap
        Counterparty (“Cap Replacement Receipts”) will be deposited in a segregated
        non-interest bearing account which shall be an Eligible Account established
        by
        the Trustee (the “Cap Replacement Receipts Account”). Solely upon written
        direction of the Depositor, the Trustee shall invest, or cause to be invested,
        funds held in the Cap Termination Receipts Account and the Cap Replacement
        Receipts Account in time deposits of the Trustee as permitted by clause (ii)
        of
        the definition of Eligible Investments or as otherwise directed in writing
        by a
        majority of the Certificateholders. All such investments must be payable
        on
        demand or mature on a Distribution Date or such other date as directed by
        the
        Certificateholders. If no such direction is given by the Depositor, such
        funds
        shall remain uninvested. All such Eligible Investments will be made in the
        name
        of the Trustee, as trustee of the Supplemental Interest Trust (in its capacity
        as such) or its nominee. All income and gain realized from any such investment
        shall be deposited in the Cap Termination Receipts Account or the Cap
        Replacement Receipts Account, as applicable, and all losses, if any, shall
        be
        borne by the related account.


      
        
          
          

        

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

      


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

      


      Section
        5.10. The
        Certificate Insurance Policy. 

      


      (a)
         If,
        on
        the Business Day before any Distribution Date, the Trustee determines that
        an
        Insured Amount is required to be made by the Certificate Insurer on such
        Distribution Date, the Trustee shall determine the amount of any such Insured
        Amount and shall give written notice to the Certificate Insurer by completing
        a
        Notice of Nonpayment in the form of Exhibit A to the Certificate Insurance
        Policy and submitting such Notice of Nonpayment by 12:00 noon, New York City
        time on such Business Day as a claim for an Insured Amount. The Trustee’s
        responsibility for delivering a Notice of Nonpayment to the Certificate Insurer,
        as provided in the preceding sentence, is subject to the availability,
        timeliness and accuracy of the information provided to it by the Master Servicer
        in accordance with Section 4.03(a).


      
        
          
          

        

        
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      In
        the
        event the Trustee receives a certified copy of an order of the appropriate
        court
        that any scheduled payment of principal or interest on a Insured Certificate
        has
        been voided in whole or in part as a preference payment under applicable
        bankruptcy law, the Trustee shall promptly notify the Certificate Insurer
        in
        writing, as appropriate, and the fiscal agent, if any, and the Trustee shall
        make a claim on the Certificate Insurance Policy in accordance with the
        provisions thereof to obtain payment by the Certificate Insurer of such voided
        scheduled payment. In addition, the Trustee shall mail notice to all Holders
        of
        the Insured Certificates so affected that, in the event that any such Holder’s
        scheduled payment is so recovered, such Holder will be entitled to payment
        pursuant to the terms of the Certificate Insurance Policy, a copy of which
        shall
        be made available to such Holders by the Trustee. The Trustee shall furnish
        to
        the Certificate Insurer and the appropriate fiscal agent, if any, its records
        listing the payments on the affected Insured Certificates, if any, that have
        been made by the Trustee and subsequently recovered from the affected Holders,
        and the dates on which such payments were made by the Trustee.

      


      (b)
         At
        the
        time of the execution hereof, and for the purposes hereof, the Trustee shall
        establish the Policy Payments Account over which the Trustee shall have
        exclusive control and sole right of withdrawal. The Policy Payments Account
        shall be an Eligible Account. The Trustee shall deposit any amount paid under
        the Certificate Insurance Policy into the Policy Payments Account and distribute
        such amount only for the purposes of making payments to Holders of the Insured
        Certificates in respect of the Insured Distributions (or other amounts payable
        pursuant to the second paragraph of subsection (a) above on the Insured
        Certificates by the Certificate Insurer pursuant to the Certificate Insurance
        Policy) for which the related claim was made under the Certificate Insurance
        Policy. Such amounts shall be allocated by the Trustee to Holders of Insured
        Certificates entitled to such payments in the same manner as principal and
        interest distributions are to be allocated with respect to such Certificates
        pursuant to Section 5.02. It shall not be necessary for such payments to
        be made
        by checks or wire transfers separate from the checks or wire transfers used
        to
        make regular payments hereunder with funds withdrawn from the Certificate
        Account. However, any payments made on the Insured Certificates from funds
        in
        the Policy Payments Account shall be noted as provided in subsection (e)
        below.
        Funds held in the Policy Payments Account shall not be invested by the
        Trustee.

      


      (c)
         Any
        funds
        received from the Certificate Insurer for deposit into the Policy Payments
        Account pursuant to the Certificate Insurance Policy in respect of a
        Distribution Date or otherwise as a result of any claim under such Certificate
        Insurance Policy shall be applied by the Trustee directly to the payment
        in full
        (i) of the Insured Amounts due on such Distribution Date on the Insured
        Certificates or (ii) of other amounts to which payments under the Certificate
        Insurance Policy are to be applied. Funds received by the Trustee as a result
        of
        any claim under the Certificate Insurance Policy shall be used solely for
        payment to the Holders of the Insured Certificates and may not be applied
        for
        any other purpose, including, without limitation, satisfaction of any costs,
        expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining
        in
        the Policy Payments Account on the first Business Day after each Distribution
        Date (other than the final Distribution Date to the extent of funds remaining
        in
        the Policy Payments Account required to be paid to Holders of the Insured
        Certificates) shall be remitted promptly to the Certificate Insurer pursuant
        to
        the written instruction of the Certificate Insurer.


      
        
          
          

        

        
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      (d)
         The
        Trustee shall keep complete and accurate records in respect of (i) all funds
        remitted to the Trustee by the Certificate Insurer and deposited into the
        Policy
        Payments Account and (ii) the allocation of such funds to (A) payments of
        interest on and principal in respect of any Insured Certificates (B) any
        Applied
        Loss Amount allocated to the Insured Certificates and (C) payments in respect
        of
        Preference Amounts. The Certificate Insurer shall have the right to inspect
        such
        records at reasonable times during normal business hours upon three Business
        Days’ prior notice to the Trustee. Any Insured Amounts disbursed by the Trustee
        from proceeds of the Certificate Insurance Policy shall be considered payment
        by
        the Certificate Insurer and not by the Trust Fund with respect to the Insured
        Certificates and the Certificate Insurer will be entitled to receive the
        related
        Reimbursement Amount pursuant to Section 5.02(b)(iv), 5.02(d)(i)(C),
        5.02(d)(ii)(C), 5.02(g)(ii), 5.02(g)(iv), 5.02(h)(iv) or 5.02(h)(vi), as
        applicable.

      


      (e)
         The
        Trustee acknowledges, and each Holder of a Insured Certificate by their
        acceptance of such Certificate agree, that, without the need for any further
        action on the part of the Certificate Insurer or the Trustee, to the extent
        the
        Certificate Insurer pays Insured Amounts or Preference Amounts, directly
        or
        indirectly, on account of principal of or interest on any such Class of
        Certificates, the Certificate Insurer will be fully subrogated to the rights
        of
        the Holders of such Class to receive the related Reimbursement Amount pursuant
        to Section 5.02(b)(iv), 5.02(d)(i)(C), 5.02(d)(ii)(C), 5.02(g)(ii), 5.02(g)(iv),
        5.02(h)(iv) or 5.02(h)(vi), as applicable. The Holders of each Insured
        Certificate, by acceptance of their respective Classes of Certificates assign
        their rights as Holders of such Class of Certificates to the extent of the
        Certificate Insurer’s interest with respect to amounts paid under the
        Certificate Insurance Policy. Each of the Depositor and Trustee agrees to
        such
        subrogation and, further agrees to execute such instruments and to take such
        actions as, in the sole judgment of the Certificate Insurer are necessary
        to
        evidence such subrogation and, subject to the priority of payment provisions
        of
        this Agreement, to perfect the rights of the Certificate Insurer to receive
        any
        moneys paid or payable in respect of the Insured Certificates under this
        Agreement or otherwise. Anything herein to the contrary notwithstanding,
        solely
        for purposes of determining the Certificate Insurer’s rights as subrogee for
        payments distributable pursuant to Section 5.02, any payment with respect
        to
        distributions to the Insured Certificates that is made with funds received
        pursuant to the terms of the Certificate Insurance Policy shall not be
        considered payment of such Class of Certificates from the Trust Fund and
        shall
        not result in the distribution or the provision for the distribution in
        reduction of the Class Principal Amount of such Class of Certificates or
        Current
        Interest thereon, within the meaning of Article V.

      


      (f)
         The
        Trustee shall promptly notify the Certificate Insurer of either of the following
        as to which a Responsible Officer has actual knowledge: (A) the commencement
        of
        any proceeding by or against the Depositor commenced under the Bankruptcy
        Code
        or any other applicable bankruptcy, insolvency, receivership, rehabilitation
        or
        similar law (an “Insolvency Proceeding”) and (B) the making of any claim in
        connection with any Insolvency Proceeding seeking the avoidance as a
        preferential transfer (a “Preference Claim”) of any distribution made with
        respect to the Insured Certificates. Each Holder of a Insured Certificate,
        by
        its purchase of its respective Class of Certificate, and the Trustee hereby
        agree that the Certificate Insurer (so long as no Certificate Insurer Default
        exists) may at any time during the continuation of any proceeding relating
        to a
        Preference Claim direct all matters relating to such Preference Claim,
        including, without limitation, (i) the direction of any appeal of any order
        relating to any Preference Claim and (ii) the posting of any surety, supersedeas
        or performance bond pending any such appeal. In addition and without limitation
        of the foregoing, the Certificate Insurer shall be subrogated to the rights
        of
        the Trustee and each Holder of a Insured Certificate in the conduct of any
        Preference Claim, including, without limitation, all rights of any party
        to an
        adversary proceeding action with respect to any court order issued in connection
        with any such Preference Claim.


      
        
          
          

        

        
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      (g)
         The
        Trustee shall surrender the Certificate Insurance Policy to the Certificate
        Insurer for cancellation upon the termination of the Trust Fund pursuant
        to
        Article VII hereof.

      


      ARTICLE
        VI

      


      CONCERNING
        THE TRUSTEE EVENTS OF DEFAULT

      


      Section
        6.01. Duties
        of Trustee and Paying Agent.

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      (k)
         On
        or
        before March 15 of each calendar year for so long as the Depositor is subject
        to
        Exchange Act reporting requirements for the Lehman XS Trust 2007-17H, beginning
        in March 2008, the Trustee and Paying Agent (if other than the Trustee) shall
        deliver to the Sponsor, the Master Servicer, the Certificate Insurer and
        the
        Depositor a report regarding its assessment of compliance with the Servicing
        Criteria applicable to such party, as identified on Exhibit O hereto, as
        of and
        for the period ending the end of the fiscal year ending no later than December
        31 of the year prior to the year of delivery of the report. Each such report
        shall include (a) a statement of the party’s responsibility for assessing
        compliance with the Servicing Criteria applicable to such party, (b) a statement
        that such party used the criteria identified in Item 1122(d) of Regulation
        AB (§
229.1122(d)) to assess compliance with the applicable Servicing Criteria,
        (c)
        disclosure of any material instance of noncompliance identified by such party
        and (d) a statement that a registered public accounting firm has issued an
        attestation report on such party’s assessment of compliance with the applicable
        Servicing Criteria, which report shall be delivered by the Trustee as provided
        in Section 6.01(l). In the event that the Trustee and the Paying Agent are
        the
        same party, the Relevant Servicing Criteria of the Paying Agent shall be
        included in the Trustee’s report. 


      
        
          
          

        

        
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      (l)
         On
        or
        before March 15th of each calendar year for so long as the Depositor is subject
        to Exchange Act reporting requirements for the Lehman XS Trust 2007-17H,
        beginning in March 2008, the Trustee and Paying Agent (if other than the
        Trustee) shall, at their own expense, cause a registered public accounting
        firm
        (who may also render other services to Trustee or Paying Agent), which is
        a
        member of the American Institute of Certified Public Accountants, to furnish
        to
        the Sponsor, the Master Servicer, the Certificate Insurer and the Depositor
        a
        report to the effect that (A) it has obtained a representation regarding
        certain
        matters from the management of such party, which includes an assertion that
        such
        party has complied with the Relevant Servicing Criteria, and (B) on the
        basis of an examination conducted by such firm in accordance with standards
        for
        attestation engagements issued or adopted by the PCAOB, it is expressing
        an
        opinion as to whether such party’s compliance with the Relevant Servicing
        Criteria was fairly stated in all material respects, or it cannot express
        an
        overall opinion regarding such party’s assessment of compliance with the
        Relevant Servicing Criteria made by the Trustee or Paying Agent pursuant
        to
        Section 6.01(k) above. In the event that the Trustee and the Paying Agent
        are
        the same party, the attestation report caused to be furnished by the Trustee
        shall also address the Relevant Servicing Criteria of the Paying Agent. In
        addition, on or before March 15th of each calendar year for so long as the
        Depositor is subject to Exchange Act reporting requirements for the Lehman
        XS
        Trust 2007-17H, beginning in March 2008, the Trustee and Paying Agent (if
        other
        than the Trustee) shall, at their own expense, furnish or cause to be furnished
        to the Sponsor and the Depositor an assessment of compliance and accountant’s
        attestation of any Subservicer or Subcontractor with respect to the Trustee
        or
        Paying Agent, as applicable.

      


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

      


      (n)
         For
        as
        long as the Depositor is subject to Exchange Act reporting with respect to
        the
        Trust Fund, the Trustee and the Paying Agent (if other than the Trustee)
        shall
        notify the Depositor, the Master Servicer and the Sponsor within five (5)
        days
        of knowledge thereof (i) of any legal proceedings pending against the Trustee
        of
        the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if
        the Trustee shall become (but only to the extent not previously disclosed)
        at
        any time an affiliate of any of the parties listed on Exhibit P hereto, together
        with a description thereof. On or before March 1st of each year, the Depositor
        shall distribute the information in Exhibit P to the Trustee.


      
        
          
          

        

        
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      (o)
         The
        Trustee agrees to indemnify the Depositor and the Master Servicer, and their
        respective directors, officers, employees and agents and the Trust Fund and
        hold
        each of them harmless from and against any losses, damages, penalties, fines,
        forfeitures, legal fees and expenses and related costs, judgments, and any
        other
        costs, fees and expenses that any of them may sustain arising out of or based
        upon any failure by the Trustee to comply with the provisions of Subsections
        6.01(k), 6.01(m) and 6.01(n) above or any failure by the Trustee to deliver
        any
        information, report, certification, or other material when and as required
        under
        Section 6.20 or Section 6.01(k); provided,
        however,
        that in
        no event shall the Trustee be liable for any special, consequential, indirect
        or
        punitive damages pursuant to this Section 6.01(o), even if advised of the
        possibility of such damages.

    

    


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

    


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

    


    Section
      6.02. Certain
      Matters Affecting the Trustee.

    


    Except
      as
      otherwise provided in Section 6.01:

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


    Section
      6.03. Trustee
      Not Liable for Certificates.

    


    The
      Trustee makes no representations as to the validity or sufficiency of this
      Agreement, the Cap Agreement, the Swap Agreement, any Custodial Agreement,
      any
      Servicing Agreement or of the Certificates (other than the certificate of
      authentication on the Certificates), the Pooling REMIC 1 Regular Interests
      or of
      any Mortgage Loan, or related document save that the Trustee represents that,
      assuming due execution and delivery by the other parties hereto, this Agreement
      has been duly authorized, executed and delivered by it and constitutes its
      valid
      and binding obligation, enforceable against it in accordance with its terms
      except that such enforceability may be subject to (A) applicable bankruptcy
      and
      insolvency laws and other similar laws affecting the enforcement of the rights
      of creditors generally, and (B) general principles of equity regardless of
      whether such enforcement is considered in a proceeding in equity or at law.
      The
      Trustee shall not be accountable for the use or application by the Depositor
      of
      funds paid to the Depositor in consideration of the assignment of the Mortgage
      Loans to the Trust Fund by the Depositor or for the use or application of any
      funds deposited into the Collection Account, the Certificate Account, any Escrow
      Account or any other fund or account maintained with respect to the
      Certificates. The Trustee shall not be responsible for the legality or validity
      of this Agreement, any Custodial Agreement, any Servicing Agreement, the Cap
      Agreement or the Swap Agreement or the validity, priority, perfection or
      sufficiency of the security for the Certificates or the Pooling REMIC 1 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.

    


    
      
        
          
          

        

        
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    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 or the Pooling REMIC
      1
      Regular Interests and may transact banking and trust business with the other
      parties hereto and their Affiliates with the same rights it would have if it
      were not Trustee or such agent.

    


    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. In addition, the Trustee
      shall
      have a minimum short term debt rating of at least “A-1” from S&P. If such
      corporation or national banking association publishes reports of condition
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then, for the purposes of this Section,
      the
      combined capital and surplus of such corporation or national banking association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published. In case at any time the Trustee shall
      cease to be eligible in accordance with provisions of this Section, the Trustee
      shall resign immediately in the manner and with the effect specified in Section
      6.06.

    


    Section
      6.06. Resignation
      and Removal of Trustee.

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


    Section
      6.07. Successor
      Trustee.

    


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

    


    
      
        
          
          

        

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

    


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

    


    (d)
       Upon
      the
      resignation or removal of the Trustee pursuant to this Section 6.07, the Trustee
      shall deliver the amounts held in its possession for the benefit of the
      Certificateholders and the Certificate Insurer to the successor trustee upon
      the
      appointment of such successor trustee.

    


    Section
      6.08. Merger
      or Consolidation of Trustee.

    


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

    


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

    


    
      
        
          
          

        

        
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    (a)
       Notwithstanding
      any other provisions hereof, at any time, the Trustee, the Depositor or the
      Certificateholders evidencing more than 50% of the Class Principal Amount (or
      Percentage Interest) of every Class of Certificates shall have the power from
      time to time to appoint one or more Persons, approved by the Trustee and any
      NIMS Insurer, to act either as co-trustees jointly with the Trustee, or as
      separate trustees, or as custodians, for the purpose of holding title to,
      foreclosing or otherwise taking action with respect to any Mortgage Loan outside
      the state where the Trustee has its principal place of business where such
      separate trustee or co-trustee is necessary or advisable (or the Trustee has
      been advised by the Master Servicer that such separate trustee or co-trustee
      is
      necessary or advisable) under the laws of any state in which a property securing
      a Mortgage Loan is located or for the purpose of otherwise conforming to any
      legal requirement, restriction or condition in any state in which a property
      securing a Mortgage Loan is located or in any state in which any portion of
      the
      Trust Fund is located. The separate trustees, co-trustees, or custodians so
      appointed shall be trustees or custodians for the benefit of all the
      Certificateholders and shall have such powers, rights and remedies as shall
      be
      specified in the instrument of appointment; provided,
      however,
      that no
      such appointment shall, or shall be deemed to, constitute the appointee an
      agent
      of the Trustee. The obligation of the Trustee (acting as successor master
      servicer) to make an Advance pursuant to Section 5.04 and 6.14 hereof shall
      not
      be affected or assigned by the appointment of a co-trustee. The Trustee shall
      not be responsible for any action or omission of any separate trustee,
      co-trustee or custodian. Notwithstanding the foregoing, at any time during
      the
      period that a Form 10-K is being filed with respect to the Trust in accordance
      with the Exchange Act and the rules and regulations of the Commission, no such
      co-custodian or co-trustee shall be vested with any powers, rights and remedies
      under this Agreement unless such party has agreed to comply with all Regulation
      AB requirements set forth under this Agreement or the related Custodial
      Agreement, as applicable.

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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    Section
      6.10. Authenticating
      Agents.

    


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

    


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

    


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

    


    Section
      6.11. Indemnification
      of Trustee.

    


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

    


    
      
        
          
          

        

        
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    (i) with
      respect to any such claim, the Trustee shall have given the Depositor, the
      Master Servicer, the Certificate Insurer, any NIMS Insurer and the Holders
      written notice thereof promptly after the Trustee shall have knowledge thereof;
      provided that failure of the Trustee to provide such written notice shall not
      relieve the Trust Fund of the obligation to indemnify the Trustee under this
      Section 6.11;

    


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

    


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

    


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

    


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

    


    Section
      6.12. Fees
      and Expenses of Trustee and Custodians

    


    The
      Trustee shall be entitled to (i) receive, and is authorized to pay itself,
      the
      amount of income or gain earned from investment of or other earnings on funds
      in
      the Certificate Account and (ii) reimbursement of all reasonable expenses,
      disbursements and advances incurred or made by the Trustee in accordance with
      this Agreement (including fees and expenses of its counsel and all persons
      not
      regularly in its employment and any amounts described in Section 10.01 to which
      the Trustee is entitled as provided therein), except for expenses, disbursements
      and advances that either (i) do not constitute “unanticipated expenses” within
      the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or (ii) arise
      from its negligence, bad faith or willful misconduct. The Trustee shall be
      entitled to reimbursement of its reasonable expenses and disbursements incurred
      or made in connection with a Section 7.01(d) Purchase Event in accordance with
      Section 4.04(b). Each Custodian shall receive compensation and indemnification
      amounts or payment of its expenses under the related Custodial Agreement as
      provided therein; provided that, to the extent required under Section 6 or
      Section 20 of the Custodial Agreement, the Trustee is hereby authorized to
      pay
      such compensation or indemnification amounts from amounts on deposit in the
      Certificate Account prior to any distributions to Certificateholders pursuant
      to
      Section 5.02 hereof.

    


    
      
        
          
          

        

        
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    Section
      6.13. Collection
      of Monies.

    


    Except
      as
      otherwise expressly provided in this Agreement, the Trustee may demand payment
      or delivery of, and shall receive and collect, all money and other property
      payable to or receivable by the Trustee pursuant to this Agreement. The Trustee
      shall hold all such money and property received by it as part of the Trust
      Fund
      and shall distribute it as provided in this Agreement. If the Trustee shall
      not
      have timely received amounts to be remitted with respect to the Mortgage Loans
      from the Master Servicer, the Trustee shall request the Master Servicer to
      make
      such distribution as promptly as practicable or legally permitted. If the
      Trustee shall subsequently receive any such 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) which continues
      unremedied for a period of two (2) Business Days after the date upon which
      written notice of such failure shall have been given to such Master Servicer
      by
      the Trustee or to such Master Servicer and the Trustee by the Holders of not
      less than 25% of the Class Principal Amount or Class Notional Amount of each
      Class of Certificates affected thereby; or

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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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 by any NIMS Insurer; or

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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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.
      Such successor master servicer shall have no responsibility for any act or
      omission of the Master Servicer prior to such successor’s assumption of the
      Master Servicer’s rights and obligations hereunder and such successor master
      servicer shall also have no liability relating to the representations and
      warranties of the Master Servicer set forth in Section 9.14. Any entity
      designated by the Trustee as a successor master servicer may be an Affiliate
      of
      the Trustee; provided,
      however,
      that,
      unless such Affiliate meets the net worth requirements and other standards
      set
      forth herein for a successor master servicer, the Trustee in its individual
      capacity shall agree, at the time of such designation, to be and remain liable
      to the Trust Fund for such Affiliate’s actions and omissions in performing its
      duties hereunder. In connection with such appointment and assumption, the
      Trustee may make such arrangements for the compensation of such successor out
      of
      payments on Mortgage Loans as it and such successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of that permitted to the Master Servicer
      hereunder. The Trustee and such successor shall take such actions, consistent
      with this Agreement, as shall be necessary to effectuate any such succession
      and
      may make other arrangements with respect to the servicing to be conducted
      hereunder which are not inconsistent herewith. The Master Servicer shall
      cooperate with the Trustee and any successor master servicer in effecting the
      termination of the Master Servicer’s responsibilities and rights hereunder
      including, without limitation, notifying Mortgagors of the assignment of the
      master servicing functions and providing the Trustee and successor master
      servicer, as applicable, all documents and records in electronic or other form
      reasonably requested by it to enable it to assume the Master Servicer’s
      functions hereunder and the transfer to the Trustee or such successor master
      servicer, as applicable, all amounts which shall at the time be or should have
      been deposited by the Master Servicer in the Collection Account and any other
      account or fund maintained with respect to the Certificates or the Pooling
      REMIC
      1 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. 

    


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

    


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

    


    
      
        
          
          

        

        
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    Section
      6.16. Waiver
      of Defaults.

    


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

    


    Section
      6.17. Notification
      to Holders.

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


    Section
      6.20. Preparation
      of Tax Returns and Reports to the Commission.

    


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

    


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

    


    
      
        
          
          

        

        
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    (c)
       The
      Depositor shall prepare or cause to be prepared the initial current report
      on
      Form 8-K. Thereafter, within 15 days (or, if applicable, within such shorter
      period of time as is required under the rules of the Commission as in effect
      from time to time (the “Rules”)) following each Distribution Date, the Trustee
      shall, in accordance with industry standards and the Rules, prepare and file
      with the Commission via the Electronic Data Gathering and Retrieval System
      (“EDGAR”) the reports listed in subsections (d) through (f) of this Section 6.20
      in respect of the Trust Fund as and to the extent required under the Exchange
      Act each of which reports and any amendment thereof shall be signed by the
      Exchange Act Signing Party. 

    


    (d)
       Reports
      Filed on Form 10-D. 

    


    (i) Within
      15
      days following each Distribution Date (or such later date as may be permissible
      due to an extension of the filing deadline under the Exchange Act), the Trustee
      will prepare and file a distribution report on Form 10-D (the “Distribution
      Report”) with respect to the Trust Fund, which Distribution Report shall include
      (A) a copy of the Distribution Date Statement prepared by the Trustee in respect
      of the related Distribution Date detailing all applicable data elements
      specified in Item 1121(a) of Regulation AB and the information identified in
      clauses (A) through (I) below, as specified in Exhibit Q; provided,
      that,
      the Trustee shall have received from the Depositor, the Sponsor, the Master
      Servicer, any Servicer, any Custodian, any Cap Counterparty, any Swap
      Counterparty or any Subservicer or Subcontractor therefor, no later than three
      Business Days after the related Distribution Date, the following additional
      information, data, and materials, in a form suitable for conversion to the
      format required for filing with the Commission via EDGAR, required to be
      included in the Distribution Report on Form 10-D for such Distribution
      Date:

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


    (ii) After
      preparing the Form 10-D, the Trustee shall forward electronically a draft copy
      of the Form 10-D to the Exchange Act Signing Party for review and approval.
      If
      the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
      Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
      distributed to the Depositor for review and approval. No later than two Business
      Days prior to the 15th
      calendar
      day after the related Distribution Date, a duly authorized officer of the
      Exchange Act Signing Party shall sign the Form 10-D and return an electronic
      or
      fax copy of such signed Form 10-D (with an original executed hard copy to follow
      by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or
      if
      a previously filed Form 10-D needs to be amended, the Trustee will follow the
      procedures set forth in subsection (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 filed by the Trustee. Each party to this
      Agreement acknowledges that the performance by the Trustee of its duties under
      this Section 6.20(d) related to the timely preparation and filing of Form 10-D
      is contingent upon such parties strictly observing all applicable deadlines
      in
      the performance of their duties under this Section 6.20(d). The Trustee shall
      have no liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare and/or timely file such Form 10-D,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare or file such Form 10-D, not resulting from its own negligence, bad
      faith or willful misconduct. The Trustee shall not be responsible (1) for the
      content of any of the information provided pursuant to clauses (d)(i)(A) -
      (I)
      above (unless such item is provided by and specific to the Trustee or its
      Subcontractor, in which case the Trustee will be responsible for the content
      of
      such information; provided
      that
      such information is not revised without the prior consent of the
      Trustee),
      (2)
      for determining whether any such information is required to be included in
      any
      Form 10-D (unless such information is specific to the Trustee, in which case
      the
      Trustee shall be responsible for making such a determination), (3) for
      reformatting any information that is not in a form suitable for conversion
      to
      the format required for filing with the Commission via EDGAR so that it is
      able
      to be filed on EDGAR or (4) for the failure to include any information if it
      is
      not provided to the Trustee on a timely basis (unless such item is specific
      to
      the Trustee, in which case the Trustee will be responsible for the failure
      to
      include such information, unless
      such information is not included in the final Form 10-D without the consent
      of
      the Trustee).

    


    
      
        
          
          

        

        
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    The
      Trustee has no duty under this Agreement to monitor or enforce the performance
      by the parties listed on Exhibit Q of their duties under this paragraph or
      proactively solicit or procure from such parties any Additional Form 10-D
      Disclosure information. The Depositor will be responsible for any reasonable
      fees and expenses assessed or incurred by the Trustee in connection with
      including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
      Section 6.20(d). 

    


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

    


    (e)
       Reports
      Filed on Form 10-K.

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


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

    


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

    


    (G) Compliance
      with Applicable Servicing Criteria (Item 1122 of Regulation AB);

     

    
      (H) Servicer
        Compliance Statement (Item 1123 of Regulation AB); and

       

      (J)
        a
        Sarbanes-Oxley Certification.


    


    To
      facilitate the Trustee's preparation of the From 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. Any disclosure or
      information listed in (A) through (H) above that is required to be included
      on
      Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported by the parties set forth on Exhibit R to the Depositor and the
      Trustee and directed and approved by the Depositor pursuant to the following
      paragraph, and the Trustee will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-K Disclosure to the
      extent that such information is required to be provided by a party other than
      the Trustee, except as set forth in the next paragraph. 

    

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


    

    (iii) After
      preparing the Form 10-K, the Trustee shall forward electronically a draft copy
      of the Form 10-K to the Exchange
      Act Signing Party for review and approval. If the Master
      Servicer is
      the
      Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K
      Disclosure, then the Form 10-K shall also be electronically distributed to
      the
      Depositor for review and approval. No later than the close of business New
      York
      City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior
      officer of the Exchange
      Act Signing Party
      shall sign the Form 10-K and return an electronic or fax copy of such signed
      Form 10-K (with an original executed hard copy to follow by overnight mail)
      to
      the Trustee.
      If a
      Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
      to be
      amended, the Trustee will follow the procedures set forth in subsection (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 filed
      by the Trustee. The parties to this Agreement acknowledge that the performance
      by the Trustee of its duties under this Section 6.20(e) related to the timely
      preparation and filing of Form 10-K is contingent upon such parties (and any
      Additional Servicer or Servicing Function Participant) strictly observing all
      applicable deadlines in the performance of their duties under this Section
      6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall
      have no liability for any loss, expense, damage or claim arising out of or
      with
      respect to any failure to properly prepare and/or timely file such Form 10-K,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 10-K, not resulting from
      its
      own negligence, bad faith or willful misconduct. The Trustee shall not be
      responsible (1) for the content of any of the information provided pursuant
      to
      clauses (e)(i)(A) - (H) above (unless such item is provided by and specific
      to
      the Trustee or its Subcontractor, in which case the Trustee will be responsible
      for the content of such information; provided
      that
      such information is not revised without the prior consent of the
      Trustee),
      (2)
      for determining whether any such information is required to be included in
      any
      Form 10-K, (3) for reformatting any information that is not in a form suitable
      for conversion to the format required for filing with the Commission via EDGAR
      so that it is able to be filed on EDGAR or (4) for the failure to include any
      information if it is not provided to the Trustee on a timely basis (unless
      such
      item is specific to the Trustee, in which case the Trustee will be responsible
      for the failure to include such information, unless
      such information is not included in the final Form 10-K without the consent
      of
      the Trustee).
      

    


    
      
        
          
          

        

        
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    The
      Trustee has no duty under this Agreement to monitor or enforce the performance
      by the parties listed on Exhibit R of their duties under this paragraph or
      proactively solicit or procure from such parties any Additional Form 10-K
      Disclosure information. The Depositor will be responsible for any reasonable
      fees and expenses assessed or incurred by the Trustee in connection with
      including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     

    (iv) Form
      10-K
      requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” The Depositor hereby directs the
      Trustee to check “yes” with respect to both clauses (1) and (2) above. The
      Depositor shall notify the Trustee in writing, no later than the 15th calendar
      day of March in any year in which the Trust is subject to the reporting
      requirements of the Exchange Act, if the answer to either of clause (1) or
      clause (2) above is “no.” The Trustee shall be entitled to rely on such
      direction in preparing and/or filing any such Form 10-K.

    


    
      
        
          
          

        

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

    


    (f)
       Reports
      Filed on Form 8-K.

    


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

    


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

     

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

    


    (C) Item
      1.03
      - Bankruptcy or Receivership;

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

     

    (J) Item
      6.05
      - Securities Act Updating Disclosure;

     

    (K) Item
      7.01
      - Reg FD Disclosure;

     

    (L) Item
      8.01
      - Other Events; and

    
       

      (M) Item
        9.01
        - Financial Statements and Exhibits.

    

     

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


    


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

    


    
      
        
          
          

        

        
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    (g)
       Delisting;
      Amendments; Late Filings.

    


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


    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 6.01,
      6.20, 9.25(a) and 9.25(b) of this Agreement is to facilitate compliance by
      the
      Sponsor, the Master Servicer, 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.

    


    Section
      6.22. No
      Merger.

    


    The
      Lehman XS Trust 2007-17H shall not to be merged or consolidated with any other
      entity, except as a result of a final judicial determination.

    


    
      
        
          
          

        

        
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    Section
      6.23. Reporting
      Requirements of the Commission. 

    


    The
      Trustee and the Master Servicer shall reasonably cooperate with the Depositor
      and its counsel to enter into such amendments or modifications to this Agreement
      as may be necessary to comply with the Rules and any interpretations thereof
      by
      the staff of the Commission, subject to the provisions of Section 11.03
      hereof.

    


    ARTICLE
      VII

    


    PURCHASE
      OF MORTGAGE LOANS AND

    TERMINATION
      OF THE TRUST FUND

    


    Section
      7.01.  Purchase
      of Mortgage Loans; Termination of the Trust Fund Upon Purchase or Liquidation
      of
      Mortgage Loans; Purchase of the Pooling REMIC 1 Regular
      Interests.

    


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

    


    (b)
       On
      any
      Distribution Date occurring on or after the Initial Optional Termination Date,
      the Master Servicer or the LTURI-holder, as applicable, with the prior written
      consent of any NIMS Insurer, the Certificate Insurer and the Seller (which
      consent shall not be unreasonably withheld) has the option to purchase the
      Mortgage Loans and any related REO Property for the Pool Purchase Price upon
      written direction to the Trustee (delivered no later than 30 days prior to
      the
      anticipated sale date); provided,
      however,
      if
      there are any NIM Securities outstanding, the Master Servicer may only exercise
      its option after receiving the prior written consent of the holders of such
      NIM
      Securities and, if such consent is given, the Pool Purchase Price shall also
      include an amount equal to the sum of (1) any accrued interest on the NIM
      Securities, (2) the unpaid principal balance of any such NIM Securities and
      (3)
      any other reimbursable expenses owed by the issuer of the NIM Securities (the
      “NIM Redemption Amount”). Upon exercise of such option, the property of the
      Trust Fund shall be sold to the Master Servicer for the Pool Purchase Price.
      The
      Master Servicer and each Servicer (and the Trustee, if applicable) shall be
      reimbursed from the Pool Purchase 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 the Master Servicer or the Trustee
      under
      this Agreement or any Servicer or the related Servicing Agreement, together
      with
      any accrued and unpaid compensation and any other amounts due to the Certificate
      Insurer, Master Servicer hereunder or the Servicers thereunder, and the Trustee
      shall be entitled to be reimbursed from the Pool Purchase Price for any related
      amounts owed to the Trustee under Section 6.11 and Section 6.12 hereof. If
      the
      Master Servicer fails to exercise such option, the NIMS Insurer will have the
      right to cause the Master Servicer to exercise such option, to the extent
      provided in the insurance agreement related to the NIM Securities among the
      Master Servicer, the Trustee and the NIMS Insurer, so long as such NIMS Insurer
      is insuring the NIM Securities or is owed any amounts in connection with such
      guaranty of the NIM Securities. If the NIMS Insurer directs the Master Servicer
      to exercise its right to cause the Trust Fund to sell its property as described
      above, then (i) the Master Servicer shall cause the Trust Fund to sell its
      property as described above, (ii) the NIMS Insurer shall remit the Pool Purchase
      Price in immediately available funds to the Master Servicer at least three
      Business Days prior to the applicable Distribution Date and, upon receipt of
      such funds from the NIMS Insurer, the Master Servicer shall promptly deposit
      such funds in the Collection Account and (iii) the Trustee shall transfer the
      property of the Trust Fund to the NIMS Insurer. The NIMS Insurer shall be
      obligated to reimburse the Master Servicer and the Trustee for their reasonable
      out-of-pocket expenses incurred in connection with its sale of the property
      at
      the direction of the NIMS Insurer and shall indemnify and hold harmless the
      Master Servicer and the Trustee for any losses, liabilities or expenses
      resulting from any claims directly resulting from or relating to the Master
      Servicer’s or Trustee’s sale of the property at the direction of the NIMS
      Insurer, except to the extent such losses, liabilities or expenses arise out
      of
      or result from the Master Servicer’s or Trustee’s, as the case may be,
      negligence, bad faith or willful misconduct.

    


    
      
        
          
          

        

        
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    (c)
       [Reserved].

    


    (d)
       On
      any
      Distribution Date occurring on or after the Initial Optional Termination Date,
      and provided there are no NIM Securities outstanding, the Master Servicer,
      with
      the prior written consent of the Seller, which consent shall not be unreasonably
      withheld, has the option to purchase all of the Pooling REMIC 1 Regular
      Interests. 

    


    Upon
      exercise of such option, the Pooling REMIC 1 Regular Interests shall be sold
      to
      the Master Servicer at a price (the “Pooling REMIC 1 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 such Mortgage Loan to the Due
      Date
      in the Collection Period immediately preceding the related Distribution Date
      to
      the date of such repurchase and (ii) the fair market value of any REO Property
      and any other property held by any REMIC, such fair market value to be
      determined by an independent appraiser or appraisers mutually agreed upon by
      the
      Master Servicer, any NIMS Insurer and the Trustee (reduced, in the case of
      REO
      Property, by (1) reasonably anticipated disposition costs and (2) any amount
      by
      which the fair market value as so reduced exceeds the outstanding principal
      balance of the related Mortgage Loan plus interest accrued thereon at the
      applicable Net Mortgage Rate to the date of such purchase). If the Master
      Servicer elects to exercise such option, each REMIC created pursuant to this
      Agreement (other than Pooling REMIC 1) shall be terminated in such a manner
      so
      that the termination of each such REMIC shall qualify as a “qualified
      liquidation” under the REMIC Provisions and the Pooling REMIC 1 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 Pooling
      REMIC 1 Regular Interests pursuant to this subsection, the Trust Fund (and
      Pooling REMIC 1) will remain outstanding and final payment on the Certificates
      (other than the Class LT-R Certificates) will be made in accordance with Section
      7.03(a)(iii) and 5.02. 

    


    
      
        
          
          

        

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

    


    Section
      7.02. Procedure
      Upon Termination of Trust Fund or Purchase of Pooling REMIC 1 Regular
      Interests.

    


    (a)
       Notice
      of
      any Trust Fund Termination Event and notice of the purchase of the Pooling
      REMIC
      1 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 Pooling REMIC 1 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) sale of all of the property
      of
      the Trust Fund pursuant to Section 7.01(b), (y) the purchase of the Pooling
      REMIC 1 Regular Interests pursuant to Section 7.01(d), or (z) upon the final
      payment or other liquidation of the last Mortgage Loan or REO Property in the
      Trust Fund. In the case of a Trust Fund Termination Event, the Trustee shall
      also give notice to the Master Servicer and the Certificate Registrar at the
      time notice is given to the Holders.

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


    (i)
       Within
      89
      days prior to the time of the making of the final payment on the Certificates
      (other than the Class LT-R Certificates, in the case of a purchase of the
      Pooling REMIC 1 Regular Interests, upon notification by the Master Servicer,
      any
      NIMS Insurer or an Affiliate of the Seller that it intends to exercise its
      option to cause the termination of the Trust Fund or purchase the Pooling REMIC
      1 Regular Interests, the Trustee shall adopt a plan of complete liquidation
      on
      behalf of each REMIC (other than Pooling REMIC 1, in the case of a purchase
      of
      the Pooling REMIC 1 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 Pooling REMIC 1 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 Pooling REMIC 1 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 Pooling REMIC 1 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 agrees to
      accept the plan of complete liquidation prepared by the Depositor and adopted
      by
      the Trustee under this Section and to take such other action in connection
      therewith as may be reasonably requested by the Master Servicer or any
      Servicer.

    


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

    


    Section
      7.04. Optional
      Purchase Right of NIMS Insurer.

    


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

    


    ARTICLE
      VIII

    


    RIGHTS
      OF
      CERTIFICATEHOLDERS

    


    Section
      8.01. Limitation
      on Rights of Holders.

    


    
      
        
          
          

        

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

    


    Section
      8.02. Access
      to List of Holders.

    


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

    


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

    


    
      
        
          
          

        

        
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    (c)
       Every
      Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
      and holding a Certificate, agrees with the Depositor, the Master Servicer,
      any
      NIMS Insurer, the Certificate Registrar and the Trustee, that none of the
      Depositor, the Master Servicer, any NIMS Insurer, the Certificate Registrar,
      the
      Paying Agent or the Trustee shall be held accountable by reason of the
      disclosure of any such information as to the names and addresses of the
      Certificateholders hereunder, regardless of the source from which such
      information was derived.

    


    Section
      8.03. Acts
      of Holders of Certificates.

    


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

    


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

    


    (c)
       The
      ownership of Certificates or Pooling REMIC 1 Regular Interests (whether or
      not
      such Certificates or Pooling REMIC 1 Regular Interests shall be overdue and
      notwithstanding any notation of ownership or other writing thereon made by
      anyone other than the Trustee) shall be proved by the Certificate Register,
      and
      none of the Trustee, the Master Servicer, the Paying Agent or the Depositor
      shall be affected by any notice to the contrary.

    


    
      
        
          
          

        

        
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    (d)
       Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Certificate or Pooling REMIC 1 Regular Interests
      shall bind every future Holder of the same Certificate or Pooling REMIC 1
      Regular Interests and the Holder of every Certificate or Pooling REMIC 1 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 Pooling REMIC
      1
      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
      Pooling REMIC 1 Regular Interests, appoint Aurora Loan Services LLC, as Master
      Servicer. For and on behalf of the Depositor, the Trustee, the Certificate
      Insurer and the Certificateholders, the Master Servicer shall master service
      the
      Mortgage Loans in accordance with the provisions of this Agreement and the
      provisions of each Servicing Agreement. 

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


    Section
      9.04. Power
      to Act; Procedures.

    


    (a)
       The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, and each Servicer shall have full power and authority (to
      the
      extent provided in the applicable Servicing Agreement) to do any and all things
      that it may deem necessary or desirable in connection with the servicing and
      administration of the Mortgage Loans, including but not limited to the power
      and
      authority (i) to execute and deliver, on behalf of the Certificateholders and
      the Trustee, customary consents or waivers and other instruments and documents,
      (ii) to consent to transfers of any Mortgaged Property and assumptions of the
      Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
      and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
      case, in accordance with the provisions of this Agreement and the applicable
      Servicing Agreement, as applicable; provided that the Master Servicer shall
      not
      take, or knowingly permit any Servicer to take, any action that is inconsistent
      with or prejudices the interests of the Trust Fund or the Certificateholders
      in
      any Mortgage Loan or the rights and interests of the Depositor, the Trustee,
      the
      Certificate Insurer 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 (to the extent permitted in the related Servicing Agreement), when
      the
      Master Servicer or a Servicer, as the case may be, believes it is appropriate
      in
      its best judgment to register any Mortgage Loan with MERS, or cause the removal
      from the registration of any Mortgage Loan on the MERS system, to execute and
      deliver, on behalf of the Trustee and the Certificateholders or any of them,
      any
      and all instruments of assignment and other comparable instruments with


    


    
      
        
          
          

        

        
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    respect
      to such assignment or re-recording of a Mortgage in the name of MERS, solely
      as
      nominee for the Trustee and its successor and assigns. The Master Servicer
      shall
      represent and protect the interests of the Trust Fund in the same manner as
      it
      protects its own interests in mortgage loans in its own portfolio in any claim,
      proceeding or litigation regarding a Mortgage Loan and shall not make or
      knowingly permit any Servicer to make any modification, waiver or amendment
      of
      any term of any Mortgage Loan that would cause an Adverse REMIC Event. Without
      limiting the generality of the foregoing, the Master Servicer in its own name
      or
      in the name of a Servicer, and each Servicer, to the extent such authority
      is
      delegated to such Servicer under the applicable Servicing Agreement, is hereby
      authorized and empowered by the Trustee when the Master Servicer or such
      Servicer, as the case may be, believes it appropriate in its best judgment
      and
      in accordance with Accepted Servicing Practices and the applicable Servicing
      Agreement, to execute and deliver, on behalf of itself and the
      Certificateholders, the Trustee or any of them, any and all instruments of
      satisfaction or cancellation, or of partial or full release or discharge and
      all
      other comparable instruments, with respect to the Mortgage Loans and with
      respect to the Mortgaged Properties. The Trustee shall execute, upon request,
      any powers of attorney furnished to it by the Master Servicer empowering the
      Master Servicer or any Servicer to execute and deliver instruments of
      satisfaction or cancellation, or of partial or full release or discharge, and
      to
      foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
      prosecute or defend in any court action relating to the Mortgage Loans or the
      Mortgaged Property, in accordance with the applicable Servicing Agreement and
      this Agreement, and the Trustee shall execute and deliver such other documents,
      as the Master Servicer may request, necessary or appropriate to enable the
      Master Servicer to master service or administer the Mortgage Loans and carry
      out
      its duties hereunder and to allow such Servicer to service the Mortgage Loans,
      in each case in accordance with Accepted Servicing Practices (and the Trustee
      shall have no liability for misuse of any such powers of attorney by the Master
      Servicer or any Servicer). If the Master Servicer or the Trustee has been
      advised that it is likely that the laws of the state in which action is to
      be
      taken prohibit such action if taken in the name of the Trustee or that the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, then upon request of the Trustee
      the Master Servicer shall join with the Trustee in the appointment of a
      co-trustee pursuant to Section 6.09 hereof. In no event shall the Master
      Servicer, without the Trustee’s written consent: (i) initiate any action, suit
      or proceeding solely under the Trustee’s name without indicating the Master
      Servicer in its applicable, representative capacity, so long as the
      jurisdictional and procedural rules will allow for this insertion to occur,
      (ii)
      initiate any action, suit or proceeding not directly relating to the servicing
      of a Mortgage Loan (including but not limited to actions, suits or proceedings
      against Certificateholders, or against the Depositor or the Seller for breaches
      of representations and warranties) solely under the Trustee’s name, (iii) engage
      counsel to represent the Trustee in any action, suit or proceeding not directly
      relating to the servicing of a Mortgage Loan (including but not limited to
      actions, suits or proceedings against Certificateholders, or against the
      Depositor or the Seller for breaches of representations and warranties), or
      (iv)
      prepare, execute or deliver any government filings, forms, permits,
      registrations or other documents or take any action with the intent to cause,
      and that actually causes, the Trustee to be registered to do business in any
      state. The Master Servicer shall indemnify the Trustee for any and all costs,
      liabilities and expenses incurred by the Trustee in connection with the
      negligent or willful misuse of such powers of attorney by the Master Servicer.
      In the performance of its duties hereunder, the Master Servicer shall be an
      independent contractor and shall not, except in those instances where it is
      taking action in the name of the Trustee on behalf of the Trust Fund, be deemed
      to be the agent of the Trustee.

    


    
      
        
          
          

        

        
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    (b)
       In
      master
      servicing and administering the Mortgage Loans, the Master Servicer shall employ
      procedures, and shall exercise the same care that it customarily employs and
      exercises master servicing and administering loans for its own account, giving
      due consideration to Accepted Servicing Practices where such practices do not
      conflict with this Agreement. Consistent with the foregoing, the Master Servicer
      may, and may permit any Servicer to, in its discretion (i) waive any late
      payment charge (but not any Prepayment Premium, except as set forth below)
      and,
      except as set forth below (ii) extend the due dates for payments due on a
      Mortgage Note; provided,
      however,
      that
      the maturity of any Mortgage Loan shall not be extended past the Final Scheduled
      Distribution Date of the Certificates (other than the Class AIO Certificates,
      which is October 2037. In the event of any such modification, the Master
      Servicer shall calculate the Scheduled Payment for such Mortgage Loan based
      on
      the modified terms of the Mortgage Loan and shall only be required to make
      Advances pursuant to Section 5.04 to the extent of the new Scheduled
      Payment. Notwithstanding anything to the contrary in this Agreement, the Master
      Servicer shall not make or knowingly permit any modification, waiver or
      amendment of any material term of any Mortgage Loan, unless: (1) such Mortgage
      Loan is in default or default by the related Mortgagor is, in the reasonable
      judgment of the Master Servicer or the related Servicer, reasonably foreseeable,
      (2) in the case of a waiver of a Prepayment Premium, (a) such Mortgage Loan
      is
      in default or default by the related Mortgagor is, in the reasonable judgment
      of
      the Master Servicer or the related Servicer, reasonably foreseeable and such
      waiver would maximize recovery of total proceeds taking into account the value
      of such Prepayment Premium and the related Mortgage Loan and (b) if the
      prepayment is not the result of a refinance by the related Servicer or any
      of
      its affiliates, (i) the collection of the Prepayment Premium would be in
      violation of applicable law or (ii) the collection of such Prepayment Premium
      would be considered “predatory” pursuant to written guidance published or issued
      by any applicable federal, state or local regulatory authority acting in its
      official capacity and having jurisdiction over such matters and (3) such
      modification, waiver or amendment would not result in an Adverse REMIC
      Event.

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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    Section
      9.07. Termination
      of Servicing Agreements; Successor Servicers.

    


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

    


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

    


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

    


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

    


    Section
      9.08. Master
      Servicer Liable for Enforcement.

    


    
      
        
          
          

        

        
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    Notwithstanding
      any Servicing Agreement, the Master Servicer shall remain obligated and liable
      to the Trustee, any NIMS Insurer, the Certificate Insurer and the
      Certificateholders in accordance with the provisions of this Agreement, to
      the
      extent of its obligations hereunder, without diminution of such obligation
      or
      liability by virtue of such Servicing Agreements. The Master Servicer shall
      use
      commercially reasonable efforts to ensure that the Mortgage Loans are serviced
      in accordance with the provisions of this Agreement and shall use commercially
      reasonable efforts to enforce the provisions of each Servicing Agreement for
      the
      benefit of the Certificateholders, the Certificate Insurer and any NIMS Insurer.
      The Master Servicer shall be entitled to enter into any agreement with any
      Servicer for indemnification of the Master Servicer and nothing contained in
      this Agreement shall be deemed to limit or modify such indemnification. Except
      as expressly set forth herein, the Master Servicer shall have no liability
      for
      the acts or omissions of any Servicer in the performance by such Servicer of
      its
      obligations under the related Servicing Agreement.

    


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

    


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

    


    Section
      9.10. Assumption
      of Servicing Agreement by Trustee.

    


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

    


    
      
        
          
          

        

        
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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, 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; Easements.

    


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

    


    (b)
       The
      Master Servicer or the related Servicer, as the case may be, shall be entitled
      to approve a request from a Mortgagor for the granting of an easement thereon
      in
      favor of another Person or any alteration or demolition of the related Mortgaged
      Property if it has determined, exercising its good faith business judgment
      in
      the same manner as it would if it were the owner of the related Mortgage Loan,
      that the security for, and the timely and full 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 such Servicer as additional servicing
      compensation.

    


    Section
      9.12. Release
      of Mortgage Files.

    


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

    


    
      
        
          
          

        

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

    


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

    


    (a)
       The
      Master Servicer shall transmit, or shall cause the applicable Servicer to
      transmit, to the Trustee such documents and instruments coming into the
      possession of the Master Servicer or such Servicer from time to time as are
      required by the terms hereof or of the applicable Servicing Agreement to be
      delivered to the Trustee or the applicable Custodian. Any funds received by
      the
      Master Servicer or by a Servicer in respect of any Mortgage Loan or which
      otherwise are collected by the Master Servicer or a Servicer as Liquidation
      Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held
      for
      the benefit of the Trustee and the Certificateholders subject to the Master
      Servicer’s right to retain or withdraw from the Collection Account the Master
      Servicing Fee and other amounts provided in this Agreement and to the right
      of
      each Servicer to retain its Servicing Fee and other amounts as provided in
      the
      related Servicing Agreement. The Master Servicer shall, and shall (to the extent
      provided in the applicable Servicing Agreement) cause each Servicer to, provide
      access to information and documentation regarding the Mortgage Loans (i) to
      the
      Trustee, its respective agents and accountants at any time upon reasonable
      request and during normal business hours, (ii) to the Certificate Insurer and
      (iii) to Certificateholders that are savings and loan associations, banks or
      insurance companies, the OTS, the FDIC and the supervisory agents and examiners
      of such Office and Corporation or examiners of any other federal or state
      banking or insurance regulatory authority, in each case to the extent so
      required by applicable regulations of the OTS 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.

    


    
      
        
          
          

        

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

    


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

    


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

    


    
      
        
          
          

        

        
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    Section
      9.14. Representations
      and Warranties of the Master Servicer.

    


    (a)
       The
      Master Servicer hereby represents and warrants to the Depositor, any NIMS
      Insurer, the Certificate Insurer and the Trustee, for the benefit of the
      Certificateholders, as of the Closing Date that:

    


    (i) it
      is
      validly existing and in good standing as a limited liability company under
      the
      laws of the State of Delaware, and as Master Servicer has full power and
      authority to transact any and all business contemplated by this Agreement and
      to
      execute, deliver and comply with its obligations under the terms of this
      Agreement, the execution, delivery and performance of which have been duly
      authorized by all necessary company action on the part of the Master
      Servicer;

    


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

    


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

    


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

    


    (v) the
      Master Servicer is not a party to or bound by any agreement or instrument or
      subject to any certificate of formation or limited liability company agreement
      provision, bylaw 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;

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


    (xi) the
      information about the Master Servicer under the heading “The Master Servicer” in
      the Prospectus relating to the Master Servicer does not include an untrue
      statement of a material fact and does not omit to state a material fact, with
      respect to the statements made, necessary in order to make the statements in
      light of the circumstances under which they were made not
      misleading.

    


    (b)
       It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 9.14 shall survive the execution and delivery of this Agreement. The
      Master Servicer shall indemnify the Depositor, the Certificate Insurer, any
      NIMS
      Insurer and the Trustee and hold them harmless against any loss, damages,
      penalties, fines, forfeitures, legal fees and related costs, judgments, and
      other costs and expenses resulting from any claim, demand, defense or assertion
      based on or grounded upon, or resulting from, a breach of the Master Servicer’s
      representations and warranties contained in Section 9.14(a). It is understood
      and agreed that the enforcement of the obligation of the Master Servicer set
      forth in this Section to indemnify the Depositor, the Certificate Insurer and
      the Trustee as provided in this Section constitutes the sole remedy (other
      than
      as set forth in Section 6.14) of the Depositor, the Certificate Insurer, any
      NIMS Insurer and the Trustee, respecting a breach of the foregoing
      representations and warranties. Such indemnification shall survive any
      termination of the Master Servicer as Master Servicer hereunder, and any
      termination of this Agreement.

    


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

    


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

    


    
      
        
          
          

        

        
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    (d)
       Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by either the Depositor, the Master Servicer, the
      Trustee, the Certificate Insurer or any NIMS Insurer or notice thereof by any
      one of such parties to the other parties. Notwithstanding anything in this
      Agreement to the contrary, the Master Servicer shall not be liable for special,
      indirect or consequential losses or damages of any kind whatsoever (including,
      but not limited to, lost profits).

    


    Section
      9.15. Opinion.

    


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

    


    Section
      9.16. Standard
      Hazard and Flood Insurance Policies.

    


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

    


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

    


    
      
        
          
          

        

        
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    Section
      9.17. Presentment
      of Claims and Collection of Proceeds.

    


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

    


    Section
      9.18. Maintenance
      of the Primary Mortgage Insurance Policies.

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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    Section
      9.20. Realization
      Upon Defaulted Mortgage Loans.

    


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

    


    Section
      9.21. Compensation
      to the Master Servicer.

    


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

    


    
      
        
          
          

        

        
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    Section
      9.22. REO
      Property.

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

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

    


    Section
      9.24. Reports
      to the Trustee.

    


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

    


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

    


    
      
        
          
          

        

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

    


    Section
      9.25. Assessment
      of Compliance and Attestation Reports. 

    


    (a)
       Assessment
      of Compliance

    


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

    


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

    


    (iii) Promptly
      after receipt of each such report on assessment of compliance, the Exchange
      Act
      Signing Party shall confirm that the assessments, taken as a whole, address
      all
      of the Servicing Criteria and taken individually address the Relevant Servicing
      Criteria (and disclose the inapplicability of the Servicing Criteria not
      determined to be

    


    Relevant
      Criteria) for
      each
      party as set forth on Exhibit O and on any similar exhibit set forth in each
      Servicing Agreement in respect of each Servicer, and each Custodial Agreement
      in
      respect of each Custodian, and, where the Master Servicer is the Exchange Act
      Signing Party, shall notify the Depositor of any exceptions. 

    


    (b)
       Attestation
      Reports

    


    (i) By
      March
      15 of each year in which the Depositor is required to file reports with respect
      to the Trust Fund in accordance with the Exchange Act and the rules and
      regulations of the Commission, commencing in March 2008, the Master Servicer,
      at
      its own expense, shall cause, and shall cause any Servicing Function Participant
      engaged by it to cause, at its own expense, a registered public accounting
      firm
      (which may also render other services to the Master Servicer) that is a member
      of the American Institute of Certified Public Accountants to furnish a report
      to
      the Sponsor, the Depositor, the Master Servicer, the Certificate Insurer and
      the
      Trustee, to the effect that (A) it has obtained a representation regarding
      certain matters from the management of such party, which includes an assertion
      that such party has complied with the Relevant Servicing Criteria, and (B)
      on
      the basis of an examination conducted by such firm in accordance with standards
      for attestation engagements issued or adopted by the PCAOB, it is expressing
      an
      opinion as to whether such party’s compliance with the Relevant Servicing
      Criteria was fairly stated in all material respects, or it cannot express an
      overall opinion regarding such party’s assessment of compliance with the
      Relevant Servicing Criteria. In the event that an overall opinion cannot be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language.

    


    
      
        
          
          

        

        
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    (ii) Promptly
      after receipt of such report from the Master Servicer or any Servicing Function
      Participant engaged by such party, the Exchange Act Signing Party shall confirm
      that each assessment submitted pursuant subsection (a) of this Section 9.25
      is
      coupled with an attestation meeting the requirements of this Section and notify
      the Depositor of any exceptions. 

    


    (c)
       The
      Master Servicer’s obligation to provide assessments of compliance and
      attestations under this Section 9.25 shall terminate upon the filing of a Form
      15 suspension notice on behalf of the Trust Fund. 

    


    
      	
              Section
                9.26.

            	
              Annual
                Statement of Compliance with Applicable Servicing Criteria .
                

            


    

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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    (d)
       The
      Master Servicer shall notify the Trustee, the Depositor and the Sponsor within
      five (5) days of knowledge thereof (i) of any legal proceedings pending against
      the Master Servicer of the type described in Item 1117 (§ 229.1117) of
      Regulation AB and (ii) if the Master Servicer shall become (but only to the
      extent not previously disclosed) at any time an affiliate of any of the parties
      listed on Exhibit P to this Agreement. On or before March 1st of each year,
      the
      Depositor shall distribute the information in Exhibit P to the Master
      Servicer.

    


    Section
      9.27. Merger
      or Consolidation.

    


    Any
      Person into which the Master Servicer may be merged or consolidated, or any
      Person resulting from any merger, conversion, other change in form or
      consolidation to which the Master Servicer shall be a party, or any Person
      succeeding to the business of the Master Servicer, shall be the successor to
      the
      Master Servicer hereunder, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding; provided,
      however,
      that the
      successor or resulting Person to the Master Servicer shall be a Person that
      shall be qualified and approved to service mortgage loans for Fannie Mae or
      Freddie Mac and shall have a net worth of not less than
      $15,000,000.

    


    Section
      9.28. Resignation
      of Master Servicer.

    


    Except
      as
      otherwise provided in Sections 9.27, 9.28 and 9.29 hereof, the Master Servicer
      shall not resign from the obligations and duties hereby imposed on it unless
      it
      or the Trustee determines that the Master Servicer’s duties hereunder are no
      longer permissible under applicable law or are in material conflict by reason
      of
      applicable law with any other activities carried on by it and cannot be cured.
      Any such determination permitting the resignation of the Master Servicer shall
      be evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Trustee, the Certificate Insurer and any NIMS Insurer. No
      such
      resignation shall become effective until a period of time not to exceed 90
      days
      after the Trustee receives written notice thereof from the Master Servicer
      and
      until the Trustee shall have assumed, or a successor master servicer acceptable
      to the NIMS Insurer and the Trustee shall have been appointed by the Trustee
      and
      until such successor shall have assumed, the Master Servicer’s responsibilities
      and obligations under this Agreement. Notice of such resignation shall be given
      promptly by the Master Servicer and the Depositor to the Trustee and any NIMS
      Insurer.

    


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

    


    Except
      as
      expressly provided herein, the Master Servicer shall not assign or transfer
      any
      of its rights, benefits or privileges hereunder to any other Person, or delegate
      to or subcontract with, or authorize or appoint any Subservicer, Subcontractor
      or other Person to perform any of the duties, covenants or obligations to be
      performed by the Master Servicer hereunder; provided,
      however,
      that the
      Master Servicer shall have the right without the prior written consent of the
      Trustee, the Certificate Insurer, any NIMS Insurer or the Depositor to delegate
      or assign to or subcontract with or authorize or appoint an Affiliate of the
      Master Servicer to perform and carry out any duties, covenants or obligations
      to
      be performed and carried out by the Master Servicer hereunder. In no case,
      however, shall any such delegation, subcontracting or assignment to an Affiliate
      of the Master Servicer relieve the Master Servicer of any liability hereunder.
      Notice of such permitted assignment, and the name of any such affiliated
      Subcontractor or Subservicer shall be given promptly by the Master Servicer
      to
      the Depositor, the Trustee, the Certificate Insurer and any NIMS Insurer. If,
      pursuant to any provision hereof, the duties of the Master Servicer are
      transferred to a successor master servicer, the entire amount of the Master
      Servicing Fees and other compensation payable to the Master Servicer pursuant
      hereto, including amounts payable to or permitted to be retained or withdrawn
      by
      the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable
      to such successor master servicer.

    


    
      
        
          
          

        

        
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    Notwithstanding
      the foregoing, for so long as reports are required to be filed with the
      Commission under the Exchange Act with respect to the Trust, the Master Servicer
      shall not utilize any Subcontractor for the performance of its duties hereunder
      if such Subcontractor would be “participating in the servicing function” within
      the meaning of Item 1122 of Regulation AB without (a) giving notice to the
      Trustee and the Depositor and (b) requiring any such Subcontractor to provide
      to
      the Master Servicer assessment report as provided in Section 9.25(a) and an
      attestation report as provided for in Section 9.25(b), which reports the Master
      Servicer shall include in its attestation and assessment reports.

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

        
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    Section
      9.31. Indemnification;
      Third-Party Claims.

    


    The
      Master Servicer agrees to indemnify the Depositor, the Sponsor, any NIMS
      Insurer, the Certificate Insurer 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, the Certificate Insurer, any NIMS Insurer or the
      Trustee may sustain arising out of or based upon (a) any material breach by
      the
      Master Servicer of any if its obligations hereunder, including particularly
      its
      obligations to provide any reports under Section 9.25(a), Section 9.25(b) or
      Section 9.26 or any information, data or materials required to be included
      in
      any Exchange Act report ,
      provided,
      however,
      that in
      no event shall the Master Servicer be liable for any special, consequential,
      indirect or punitive damages pursuant to this Section 9.31, even if advised
      of
      the possibility of such damages,
      (b) any material misstatement or omission in any information, data or materials
      provided by the Master Servicer, or (c) the negligence, bad faith or willful
      misconduct of the Master Servicer in connection with its performance hereunder.
      The Depositor, the Sponsor, the Certificate Insurer, any NIMS Insurer 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, the Certificate Insurer, any NIMS Insurer or the Trustee
      to indemnification hereunder, whereupon the Master Servicer shall assume the
      defense of any such claim and pay all expenses in connection therewith,
      including counsel fees, and promptly pay, discharge and satisfy any judgment
      or
      decree which may be entered against it or them in respect of such
      claim.
      This
      indemnification shall survive the termination of this Agreement or the
      termination of the Master Servicer as a party to this Agreement. 

    


    ARTICLE
      X

    


    REMIC
      ADMINISTRATION

    


    Section
      10.01. REMIC
      Administration.

    


    (a)
       REMIC
      elections as set forth in the Preliminary Statement shall be made on Forms
      1066
      or other appropriate federal tax or information return for the taxable year
      ending on the last day of the calendar year in which the Certificates are
      issued. The regular interests and residual interest in each REMIC shall be
      as
      designated in the Preliminary Statement. For purposes of such designations,
      the
      interest rate of any regular interest that is computed by taking into account
      the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
      be
      reduced by the amount of any expense paid by the Trust to the extent that (i)
      such expense was not taken into account in computing the Net Mortgage Rate
      of
      any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
      expense” of a REMIC within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii), (iii) such expense does not relate to an Excluded Trust
      Asset and (iv) the amount of such expense was not taken into account in
      computing the interest rate of a more junior Class of regular
      interests.

    


    
      
        
          
          

        

        
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    (b)
       The
      Closing Date is hereby designated as the “Startup Day” of each REMIC within the
      meaning of Section 860G(a)(9) of the Code. The latest possible maturity date
      for
      purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible
      Maturity Date.

    


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

    


    (d)
       The
      Trustee shall prepare, sign and file all of each REMIC’s federal and applicable
      state tax and information returns as such REMIC’s direct representative. As used
      herein, applicable state tax and information returns shall mean returns as
      may
      be required by the laws of any state the applicability of which to the Trust
      Fund shall have been confirmed to the Trustee in writing either by the delivery
      to the Trustee of an Opinion of Counsel to such effect, or by delivery to the
      Trustee of a written notification to such effect by the taxing authority of
      such
      state. The expenses of preparing and filing such returns shall be borne by
      the
      Trustee.

    


    (e)
       The
      Trustee or its designee shall perform on behalf of each REMIC all reporting
      and
      other tax compliance duties that are the responsibility of such REMIC under
      the
      Code, the REMIC Provisions, or other compliance guidance issued by the Internal
      Revenue Service or any state or local taxing authority. Among its other duties,
      if required by the Code, the REMIC Provisions, or other such guidance, the
      Trustee shall provide (i) to the Treasury or other governmental authority such
      information as is necessary for the application of any tax relating to the
      transfer of a Residual Certificate to any disqualified person or organization
      pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in
      Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC
      Provisions.

    


    
      
        
          
          

        

        
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    The
      Trustee shall be entitled to receive reasonable compensation from the Trust
      Fund
      for the performance of its duties under this subsection (e); provided,
      however,
      that
      such compensation shall not exceed $5,000 per year; provided, further, that,
      after a Section 7.01(d) Purchase Event, any expenses incurred by the Trustee
      in
      connection with such Section 7.01(d) Purchase Event shall be reimbursed to
      the
      Trustee, regardless of the limitation set forth above, in accordance with
      Section 4.04(b).

    


    (f)
       The
      Trustee, the Master Servicer and the Holders of Certificates shall take any
      action, within their respective control and scope of their duties, or cause
      any
      REMIC to take any action necessary to create or maintain the status of any
      REMIC
      as a REMIC under the REMIC Provisions and shall assist each other as necessary
      to create or maintain such status. Neither the Trustee, the Master Servicer
      nor
      the Holder of any Residual Certificate shall knowingly take any action, within
      their respective control, cause any REMIC to take any action or fail to take
      (or
      fail to cause to be taken) any action, within their respective control and
      scope
      of their duties, that, under the REMIC Provisions, if taken or not taken, as
      the
      case may be, could result in an Adverse REMIC Event unless the Trustee, any
      NIMS
      Insurer and the Master Servicer have received an Opinion of Counsel (at the
      expense of the party seeking to take such action) to the effect that the
      contemplated action will not result in an Adverse REMIC Event. In addition,
      prior to taking any action with respect to any REMIC or the assets therein,
      or
      causing any REMIC to take any action, which is not expressly permitted under
      the
      terms of this Agreement, any Holder of a Residual Certificate will consult
      with
      the Trustee, the Master Servicer, any NIMS Insurer or their respective
      designees, in writing, with respect to whether such action could cause an
      Adverse REMIC Event to occur with respect to any REMIC, and no such Person
      shall
      take any such action or cause any REMIC to take any such action as to which
      the
      Trustee, the Master Servicer or any NIMS Insurer has advised it in writing
      that
      an Adverse REMIC Event could occur.

    


    (g)
       Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      the related REMIC by federal or state governmental authorities. To the extent
      that such taxes are not paid by a Residual Certificateholder, the Trustee shall
      pay any remaining REMIC taxes out of current or future amounts otherwise
      distributable to the Holder of the Residual Certificate in any such REMIC or,
      if
      no such amounts are available, out of other amounts held in the Certificate
      Account, and shall reduce amounts otherwise payable to holders of regular
      interests in any such REMIC, as the case may be.

    


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

    


    (i)
       No
      additional contributions of assets shall be made to any REMIC, except as
      expressly provided in this Agreement.

    


    (j)
       Neither
      the Trustee nor the Master Servicer shall enter into any arrangement by which
      any REMIC will receive a fee or other compensation for services.

    


    (k)
       Upon
      the
      request of any Rating Agency, the Trustee shall deliver an Officer’s Certificate
      stating, without regard to any actions taken by any party other than the
      Trustee, the Trustee’s compliance with provisions of this Section
      10.01.

    


    
      
        
          
          

        

        
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    (l)
       The
      Trustee shall treat each of the Basis Risk Reserve Fund, the Cap Account and
      the
      Swap Account as an outside reserve fund within the meaning of Treasury
      Regulation 1.860G-2(h) that is owned by the Holder of the Class X Certificates
      and that is not an asset of any REMIC. The Trustee shall treat each Certificate
      (other than the Class X, Class LT-R, Class R and Class P Certificates) as
      representing not only ownership of regular interests in a REMIC, but also
      ownership of an interest in a notional principal contract entered into with
      the
      Class X Certificateholders. The rights of the Holders of the LIBOR Certificates
      to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls shall be
      treated as rights in such notional principal contract. Pursuant to each such
      notional principal contract, all beneficial owners of the Certificates (other
      than the Class P, Class X, Class LT-R and Class R Certificates) shall be treated
      as having agreed to pay, on each Distribution Date, to the beneficial owners
      of
      the Class X Certificates an aggregate amount equal to the excess, if any, of
      (i)
      the amount payable on such Distribution Date on the interest in the Upper Tier
      REMIC corresponding to such Class of Certificates over (ii) the amount payable
      on such Class of Certificates on such Distribution Date (such excess, a “Class I
      Shortfall”). A Class I Shortfall payable from interest collections shall be
      allocated to each Class of Certificates to the extent that interest accrued
      on
      such Class for the related Accrual Period at the Certificate Interest Rate
      for a
      Class, computed by substituting “REMIC Net Funds Cap” for “the Net Funds Cap” in
      the definition thereof, exceeds the amount of interest accrued for the related
      Accrual Period based on the applicable Net Funds Cap, and a Class I Shortfall
      payable from principal collections shall be allocated to the most subordinate
      Class of Certificates with an outstanding principal balance to the extent of
      such balance. However, any payment from the Certificates of a Class I Shortfall
      shall be treated for tax purposes as having been received by the beneficial
      owners of such Certificates in respect of their Interests in the Upper Tier
      REMIC 1 and as having been paid by such beneficial owners to the Supplemental
      Interest Trust pursuant to the notional principal contract. For tax purposes,
      the notional principal contract shall be deemed to have a value in favor of
      the
      Certificates entitled to receive Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls of $35,199.24 as of the Closing Date. 

    


    (m)
       [Reserved]

    


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

    


    Section
      10.02. Prohibited
      Transactions and Activities.

    


    None
      of
      the Depositor, the Master Servicer or the Trustee shall sell, dispose of, or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of each REMIC pursuant to Article VII of this Agreement,
      (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
      of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
      assets for any REMIC, nor sell or dispose of any investments in the Certificate
      Account for gain, nor accept any contributions to any REMIC after the Closing
      Date, unless the Trustee and any NIMS Insurer have received an Opinion of
      Counsel (at the expense of the party causing such sale, disposition, or
      substitution) that such disposition, acquisition, substitution, or acceptance
      will not (a) result in an Adverse REMIC Event, (b) affect the distribution
      of
      interest or principal on the Certificates, or (c) result in the encumbrance
      of
      the assets transferred or assigned to the Trust Fund (except pursuant to the
      provisions of this Agreement). 

    


    
      
        
          
          

        

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

    


    Upon
      the
      occurrence of an Adverse REMIC Event due to the negligent performance by the
      Trustee of its duties and obligations set forth herein, the Trustee shall
      indemnify the Holder of the related Residual Certificate or the Trust Fund,
      as
      applicable, against any and all losses, claims, damages, liabilities or expenses
      (“Losses”) resulting from such negligence; provided,
      however,
      that the
      Trustee shall not be liable for any such Losses attributable to the action
      or
      inaction of the Master Servicer, the Depositor, the Class X Certificateholder
      or
      the Holder of a Residual Certificate, as applicable, nor for any such Losses
      resulting from misinformation provided by the Holder of such Residual
      Certificate on which the Trustee has relied. The foregoing shall not be deemed
      to limit or restrict the rights and remedies of the Holder of such Residual
      Certificate now or hereafter existing at law or in equity. Notwithstanding
      the
      foregoing, however, in no event shall the Trustee have any liability pursuant
      to
      this Section 10.03 (1) for any action or omission that is taken in accordance
      with and in compliance with the express terms of, or which is expressly
      permitted by the terms of, this Agreement or any Servicing Agreement, (2) for
      any Losses other than arising out of a negligent performance by the Trustee
      of
      its duties and obligations set forth herein, and (3) for any special or
      consequential damages to Certificateholders (in addition to payment of principal
      and interest on the Certificates). In addition, the Trustee shall not have
      any
      liability for the actions or failure to act of any other party hereto.


    


    Section
      10.04. REO
      Property.

    


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

    


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

    


    
      
        
          
          

        

        
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    ARTICLE
      XI

    


    MISCELLANEOUS
      PROVISIONS

    


    Section
      11.01. Binding
      Nature of Agreement; Assignment.

    


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

    


    Section
      11.02. Entire
      Agreement.

     

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

    


    Section
      11.03. Amendment.

    


    (a)
       On
      or
      prior to a Section 7.01(d) Purchase Event, this Agreement may be amended from
      time to time by the Depositor, the Master Servicer and the Trustee, with the
      consent of any NIMS Insurer and with the consent of the Certificate Insurer
      (solely as to any matter involving the Insured Certificates or the Mortgage
      Loans), but without consent of the Swap Counterparty (except to the extent
      that
      the rights or obligations of the Swap Counterparty hereunder or under the Swap
      Agreement, respectively, are affected thereby or the ability of the Trustee
      on
      behalf of the Supplemental Interest Trust and the Trust Fund to perform fully
      and timely its obligations under the Swap Agreement is adversely affected,
      in
      which case prior written consent of the Swap Counterparty is required) and
      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 the Prospectus, or to correct or supplement
      any provision herein which may be inconsistent with any other provisions herein
      or with the provisions of any Servicing Agreement, (iii) to make any other
      provisions with respect to matters or questions arising under this Agreement
      or
      (iv) to add, delete, or amend any provisions to the extent necessary or
      desirable to comply with any requirements imposed by the Code and the REMIC
      Provisions as evidenced by an Opinion of Counsel. No such amendment effected
      pursuant to the preceding sentence shall, as evidenced by an Opinion of Counsel,
      result in an Adverse REMIC Event, nor shall such amendment effected pursuant
      to
      clause (iii) of such sentence adversely affect in any material respect the
      interests of any Holder. Prior to entering into any amendment without the
      consent of Holders pursuant to this paragraph, the Trustee, any NIMS Insurer,
      the Certificate Insurer and the Swap Counterparty shall be provided with an
      Opinion of Counsel addressed to the Trustee, any NIMS Insurer, the Certificate
      Insurer and the Swap Counterparty (at the expense of the party requesting such
      amendment) to the effect that such amendment is permitted under this Section.
      Any such amendment shall be deemed not to adversely affect in any material
      respect any Holder, if the Trustee receives written confirmation from each
      Rating Agency that such amendment will not cause such Rating Agency to reduce
      the then current rating assigned to the Certificates (without regard to the
      Certificate Insurance Policy with respect to the Insured Certificates).


    


    
      
        
          
          

        

        
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    (b)
       On
      or
      prior to a Section 7.01(d) Purchase Event, this Agreement may also be amended
      from time to time by the Depositor, the Master Servicer, and the Trustee, with
      the consent of any NIMS Insurer, and with the consent of the Certificate Insurer
      (solely as to any matter involving the Insured Certificates or the Mortgage
      Loans) but without consent of the Swap Counterparty (except to the extent that
      the rights or obligations of the Swap Counterparty hereunder or under the Swap
      Agreement, respectively, are affected thereby or the ability of the Trustee
      on
      behalf of the Supplemental Interest Trust and the Trust Fund to perform fully
      and timely its obligations under the Swap Agreement is adversely affected,
      in
      which case prior written consent of the Swap Counterparty is required) with
      the
      consent of the Holders of not less than 66-2/3% of the Class Principal Amount
      (or Percentage Interest) of each Class of Certificates affected thereby for
      the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Agreement or of modifying in any manner the rights
      of
      the Holders; provided,
      however,
      that no
      such amendment shall be made unless the Trustee, the Swap Counterparty, the
      Certificate Insurer and any NIMS Insurer receives an Opinion of Counsel
      addressed to the Trustee, the Swap Counterparty, the Certificate Insurer and
      any
      NIMS Insurer, at the expense of the party requesting the change, that such
      change will not cause an Adverse REMIC Event and is permitted hereunder; and
      provided further, that no such amendment may (i) reduce in any manner the amount
      of, or delay the timing of, payments received on Mortgage Loans which are
      required to be distributed on any Certificate, without the consent of the Holder
      of such Certificate or (ii) reduce the aforesaid percentages of Class Principal
      Amount or Class Notional Amount, as applicable (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, as applicable (or Percentage Interest) of
      each
      Class of Certificates affected thereby. For purposes of this paragraph,
      references to “Holder” or “Holders” shall be deemed to include, in the case of
      any Class of Book-Entry Certificates, the related Certificate
      Owners.

    


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

    


    
      
        
          
          

        

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

    


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

    


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

    


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

    


    (h)
       Notwithstanding
      the foregoing, the Certificate Insurer shall be required to consent to any
      amendment that does not have a material adverse effect in any respect on the
      rights and interests of the Certificate Insurer hereunder.

    


    Section
      11.04. Voting
      Rights.

    


    Except
      to
      the extent that the consent of all affected Certificateholders is required
      pursuant to this Agreement, with respect to any provision of this Agreement
      requiring the consent of Certificateholders representing specified percentages
      of aggregate outstanding Certificate Principal Amount or Class Notional Amount,
      as applicable (or Percentage Interest), Certificates owned by the Depositor,
      the
      Master Servicer, the Trustee, any Servicer or Affiliates thereof are not to
      be
      counted so long as such Certificates are owned by the Depositor, the Master
      Servicer, the Trustee, any Servicer or any Affiliate thereof.

    


    Section
      11.05. Provision
      of Information.

    


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

    


    
      
        
          
          

        

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

    


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

    


    Section
      11.06. Governing
      Law.

    


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

    


    Section
      11.07. Notices.

    


    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given when received by (a) in the case of the
      Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue, 7th
      Floor, New York, New York 10019, Attention: Mortgage Finance, LXS 2007-17H,
      (b) in the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh
      Avenue, 7th Floor, New York, New York 10019, Attention: Mortgage Finance, LXS
      2007-17H, (c) in the case of the Trustee, the applicable Corporate Trust
      Office, (d) in the case of the Master Servicer, Aurora Loan Services LLC,
      10350 Park Meadows Drive, Littleton, Colorado 80124; Attention: Master
      Servicing, LXS 2007-17H, (e) in the case of the Swap Counterparty, at the
      address therefore set forth in the Swap Agreement, (f) in the case of the Cap
      Counterparty, at the address therefore set forth in the Cap Agreement, and
      (g)
      in the case of the Certificate Insurer, Ambac Assurance Corporation, One State
      Street Plaza, 19th Floor, New York, New York, Attention: Consumer Asset-Backed
      Securities Group, Lehman XS Trust Mortgage Pass-Through Certificates, Series
      2007-17H, Class A1 Certificates, or as to each party, such other address as
      may
      hereafter be furnished by such party to the other parties in writing. All
      demands, notices and communications to a party hereunder shall be in writing
      and
      shall be deemed to have been duly given when delivered to such party at the
      relevant address, facsimile number or electronic mail address set forth above
      or
      at such other address, facsimile number or electronic mail address as such
      party
      may designate from time to time by written notice in accordance with this
      Section 11.07.

    


    
      
        
          
          

        

        
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    Section
      11.08. Severability
      of Provisions.

    


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

    


    Section
      11.09. Indulgences;
      No Waivers.

    


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

    


    Section
      11.10. Headings
      Not To Affect Interpretation.

    


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

    


    Section
      11.11. Benefits
      of Agreement.

    


    The
      Depositor shall promptly notify the Custodians, the Master Servicer, the
      Certificate Insurer and the Trustee in writing of the issuance of any Class
      of
      NIM Securities issued by a NIMS Insurer and the identity of such NIMS Insurer.
      Thereafter, the NIMS Insurer shall be deemed a third-party beneficiary of this
      Agreement to the same extent as if it were a party hereto, and shall be subject
      to and have the right to enforce the provisions of this Agreement so long as
      the
      NIM Securities remaining outstanding or the NIMS Insurer is owed amounts in
      respect of its guarantee of payment of such NIM Securities. Nothing in this
      Agreement or in the Certificates, express or implied, shall give to any Person,
      other than the parties to this Agreement and their successors hereunder, the
      Swap Counterparty and its successors and assignees under the Swap Agreement,
      the
      NIMS Insurer, the Holders, any benefit or any legal or equitable right, power,
      remedy or claim under this Agreement, except to the extent specified in Section
      11.15.

    


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

    


    (a)
       The
      Depositor shall give prompt notice to the Rating Agencies, the Certificate
      Insurer and any NIMS Insurer of the occurrence of any of the following events
      of
      which it has notice:

    


    (i) any
      amendment to this Agreement pursuant to Section 11.03;

    


    (ii) any
      Assignment by the Master Servicer of its rights hereunder or delegation of
      its
      duties hereunder;

    


    
      
        
          
          

        

        
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    (iii) the
      occurrence of any Event of Default described in Section 6.14;

    


    (iv) any
      notice of termination given to the Master Servicer pursuant to Section 6.14
      and
      any resignation of the Master Servicer hereunder;

    


    (v) the
      appointment of any successor to any Master Servicer pursuant to Section
      6.14;

    


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

    


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

    


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

    


    If
      to
      Fitch, to:

    


    Fitch,
      Inc.

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    Attention:
      Residential Mortgages

    


    If
      to
      Moody’s, to:

    


    Moody’s
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10007

    Attention:
      Residential Mortgages

    


    If
      to
      S&P, to:

    


    Standard
      & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc.

    55
      Water
      Street

    New
      York,
      New York 10014

    Attention:
      Residential Mortgages

    


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

     

    Section
      11.13. Conflicts.

     

    


    
      
        
          
          

        

        
          175

          
            

          

        

        
          
          

        

      

    

    


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

    


    Section
      11.14. Counterparts.

     

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

    


    Section
      11.15. Transfer
      of Servicing.

     

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

    


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

    


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

    


    (iii) Such
      successor servicer must satisfy the seller/servicer eligibility standards in
      the
      Servicing Agreement, exclusive of any experience in mortgage loan origination
      and must be reasonably acceptable to the Master Servicer, whose approval shall
      not be unreasonably withheld;

    


    (iv) Such
      successor servicer must execute and deliver to the Trustee and the Master
      Servicer an agreement, in form and substance reasonably satisfactory to the
      Trustee and the Master Servicer, that contains an assumption by such successor
      servicer of the due and punctual performance and observance of each covenant
      and
      condition to be performed and observed by the applicable Servicer under the
      applicable Servicing Agreement or, in the case of a transfer of servicing to
      a
      party that is already a Servicer pursuant to this Agreement, an agreement to
      add
      the related Mortgage Loans to the Servicing Agreement already in effect with
      such Servicer;

    


    
      
        
          
          

        

        
          176

          
            

          

        

        
          
          

        

      

    

    


    (v) If
      the
      successor servicer is not a Servicer of Mortgage Loans at the time of the
      transfer, there must be delivered to the Trustee, the Certificate Insurer and
      the Master Servicer a letter from each Rating Agency to the effect that such
      transfer of servicing will not result in a qualification, withdrawal or
      downgrade of the then-current rating of any of the Certificates (without regard
      to the Certificate Insurance Policy with respect to the Insured Certificates);
      and

    


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

    


    Section
      11.16. Matters
      Relating to the Certificate Insurance Policy. 

     

    (a)
       All
      notices, statements, reports, certificates or opinions required by this
      Agreement to be sent by any other party hereto to the Class A1
      Certificateholders shall also be sent by the Trustee to the Certificate Insurer
      at the following address, if not provided on the Trustee’s internet
      website:

     

    Ambac
      Assurance Corporation

    One
      State
      Street Plaza, 19th Floor

    New
      York,
      New York 10004

    


    
      
        
          
          

        

        
          177

          
            

          

        

        
          
          

        

      

    

    


    


    Attention:
      Consumer Asset-Backed Securities Group

    Re: Lehman
      XS
      Trust Mortgage Pass-Through Certificates, Series 2007-17H, Class A1
      Certificates

    


    or
      such
      other address as the Certificate Insurer may hereafter furnish to the Depositor
      and the Trustee.

     

    (b)
       Notwithstanding
      any provision to the contrary, the parties to this Agreement agree that it
      is
      appropriate, in furtherance of the interest of such parties as set forth herein,
      that the Certificate Insurer receive the benefit of this Agreement, solely
      with
      respect to the Certificates and the Mortgage Loans, as an intended third party
      beneficiary of this Agreement to the extent of such provisions.

     

    (c)
       No
      purchase of the property of the Trust Fund pursuant to Section 7.01(b) shall
      occur if such purchase would result in a draw on the Certificate Insurance
      Policy, unless the Certificate Insurer has consented to such
      purchase.

     

    (d)
       All
      references herein to the rating of the Certificates shall be without regard
      to
      the Certificate Insurance Policy.

     

    


    [SIGNATURES
      TO FOLLOW]

     

    


    
      
        
          
          

        

        
          178

          
            

          

        

        
          
          

        

      

    

    


    


    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

    


    AURORA
      LOAN SERVICES LLC, as Master Servicer

    


    


    By: 
      /s/
      Michele Olds              
Name:
      Michele L. Olds
Title:
      Vice President

    


    U.S.
      BANK NATIONAL ASSOCIATION,

    as
      Trustee

    


    


    By: 
      /s/
      James Byrnes              
Name:
      James Byrnes
Title:
      Vice President

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Solely
      for purposes of Section 6.11 and 11.15,

    accepted
      and agreed to by:

    


    LEHMAN
      BROTHERS HOLDINGS INC.

    


    By:
      /s/
      Michael Hitzmann            

    Name:
      Michael Hitzmann

    Title:
      Authorized Signatory

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

    


    FORMS
      OF CERTIFICATES

    


    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B-1

    


    FORM
      OF
      INITIAL CERTIFICATION

    


    __________________

    Date

    


    U.S.
      Bank
      National Association

    One
      Federal Street, Third Floor

    Boston,
      Massachusetts 02110

    Attention:
      Structured Finance — Lehman XS Trust 2007-17H

    


    Aurora
      Loan Services LLC, as Master Servicer

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    


    Structured
      Asset Securities Corporation,

    as
      Depositor

    745
      Seventh Avenue

    7th
      Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2007-17H

    


    Ambac
      Assurance Corporation

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    


    
      	 	
              Re:

            	
              Trust
                Agreement dated as of September 1, 2007 (the “Trust
                Agreement”),

            


    

    
      	 	 	
              by
                and among Structured Asset Securities Corporation, as
                Depositor,

            


    

    
      	 	 	
              Aurora
                Loan Services LLC, as Master Servicer and U.S. Bank National 

              Association,
                as Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                

              Certificates,
                Series 2007-17H                                

            


    

    


    Ladies
      and Gentlemen:

    


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

    


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

    


    [Custodian]

    


    By:_____________________________________

    Name:
      

    Title:

    


    
      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B-2

    


    FORM
      OF
      INTERIM CERTIFICATION

    


    __________________

    Date

    


    U.S.
      Bank
      National Association

    One
      Federal Street, Third Floor

    Boston,
      Massachusetts 02110

    Attention:
      Structured Finance - Lehman XS Trust 2007-17H

    


    Aurora
      Loan Services LLC, as Master Servicer

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    


    Structured
      Asset Securities Corporation,

    as
      Depositor

    745
      Seventh Avenue, 7th
      Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2007-17H

    


    Ambac
      Assurance Corporation

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    


    
      	 	
              Re:

            	
              Trust
                Agreement dated as of September 1, 2007 (the “Trust
                Agreement”),

            


    

    
      	 	 	
              by
                and among Structured Asset Securities Corporation, as
                Depositor,

            


    

    
      	 	 	
              Aurora
                Loan Services LLC, as Master Servicer and U.S. Bank National 

              Association,
                as Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                

              Certificates,
                Series 2007-17H                                

            


    

    


    Ladies
      and Gentlemen:

    


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

    


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

    


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

    


    [Custodian]

    


    By:______________________________

    Name:
      

    Title:

    


    
      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      B-3

    


    FORM
      OF
      FINAL CERTIFICATION

    


    __________________

    Date

    U.S.
      Bank
      National Association

    One
      Federal Street, Third Floor

    Boston,
      Massachusetts 02110

    Attention:
      Structured Finance - Lehman XS Trust 2007-17H

    


    Aurora
      Loan Services LLC, as Master Servicer

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    


    Structured
      Asset Securities Corporation,

    as
      Depositor

    745
      Seventh Avenue, 7th
      Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2007-17H

    


    Ambac
      Assurance Corporation

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    


    
      	 	
              Re:

            	
              Trust
                Agreement dated as of September 1, 2007 (the “Trust
                Agreement”),

            


    

    
      	 	 	
              by
                and among Structured Asset Securities Corporation, as
                Depositor,

            


    

    
      	 	 	
              Aurora
                Loan Services LLC, as Master Servicer and U.S. Bank National 

              Association,
                as Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                

              Certificates,
                Series 2007-17H                                

            


    

    


    Ladies
      and Gentlemen:

    


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

    


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

    


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

    [Custodian]

    


    By:_____________________________________

    Name:

    Title:
      

    


    
      
        
          
          

        

        
          B-3-1

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      B-4

    


    FORM
      OF ENDORSEMENT

    


    Pay
      to the order of
      U.S.
      Bank National Association, as trustee (the “Trustee”), under the Trust Agreement
      dated as of September 1, 2007, among Structured Asset Securities Corporation,
      as
      depositor, Aurora Loan Services LLC, as master servicer, and the Trustee,
      relating to Lehman XS Trust Mortgage Pass-Through Certificates, Series
      2007-17H,
      without recourse.

    


    


    


    __________________________________

    [current
      signatory on note]

    


    By: 
      _______________________________
Name:
Title:

    


    
      
        
          
          

        

        
          B-4-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C

    


    REQUEST
      FOR RELEASE OF DOCUMENTS AND RECEIPT

    


    __________________

    Date

    


    [Addressed
      to Trustee

    or,
      if
      applicable, Custodian]

    


    In
      connection with the administration of the mortgages held by you as Trustee
      under
      a certain Trust Agreement dated as of September 1, 2007 by and among Structured
      Asset Securities Corporation, as Depositor, U.S. Bank National Association,
      as
      Trustee, and Aurora Loan Services LLC, as Master Servicer (the “Trust
      Agreement”), the undersigned Servicer hereby requests a release of the Mortgage
      File held by you as Trustee with respect to the following described Mortgage
      Loan for the reason indicated below.

    


    Mortgagor’s
      Name:

    


    Address:

    


    Loan
      No.:

    


    Reason
      for requesting file:

    


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

    


    2. The
      Mortgage Loan is being foreclosed.

    


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

    


    4. Mortgage
      Loan repurchased. (The [Servicer] [Master Servicer] hereby certifies that the
      Purchase Price has been credited to the Certificate Account or Collection
      Account, as applicable, pursuant to the Trust Agreement.)

    


    5. Other.
      (Describe)

    


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

    


    
      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

    

    


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

    


    


    [Name
      of
      Servicer]

    


    By: 
      __________________________________
Name:
Title:
      Servicing Officer

    


    
      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D-1

    


    FORM
      OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


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

    


    
      	 	
              1.

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

            


    

    


    
      	 	
              2.

            	
              That
                the Purchaser’s Taxpayer Identification Number is
                [           ].

            


    

    


    
      	 	
              3.

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

            


    

    


    
      	 	
              4.

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

            


    

    


    
      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              5.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Trust
                Agreement (the “Agreement”) by and among Structured Asset Securities
                Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer,
                and U.S.
                Bank National Association,
                as Trustee, dated as of September 1, 2007, relating to Lehman XS
                Trust
                Mortgage Pass-Through Certificates, Series 2007-17H, no transfer
                of the
                Residual Certificates shall be permitted to be made to any person
                unless
                the Depositor and Trustee have received a certificate from such transferee
                containing the representations in paragraphs 3 and 4
                hereof.

            


    

    


    
      	 	
              6.

            	
              That
                the Purchaser does not hold REMIC residual securities as nominee
                to
                facilitate the clearance and settlement of such securities through
                electronic book-entry changes in accounts of participating organizations
                (such entity, a “Book-Entry
                Nominee”).

            


    

    


    
      	 	
              7.

            	
              That
                the Purchaser does not have the intention to impede the assessment
                or
                collection of any federal, state or local taxes legally required
                to be
                paid with respect to such Residual
                Certificate.

            


    

    


    
      	 	
              8.

            	
              That
                the Purchaser will not transfer a Residual Certificate to any person
                or
                entity (i) as to which the Purchaser has actual knowledge that the
                requirements set forth in paragraph 3, paragraph 6 or paragraph 10
                hereof
                are not satisfied or that the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in paragraph 7 hereof, and (ii)
                without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Trustee a written statement substantially
                in the form of Exhibit D-2 to the
                Agreement.

            


    

    


    
      	 	
              9.

            	
              That
                the Purchaser understands that, as the holder of a Residual Certificate,
                the Purchaser may incur tax liabilities in excess of any cash flows
                generated by the interest and that it intends to pay taxes associated
                with
                holding such Residual Certificate as they become
                due.

            


    

    


    
      	 	
              10.

            	
              That
                the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
                Person
                that holds a Residual Certificate in connection with the conduct
                of a
                trade or business within the United States and has furnished the
                transferor and the Trustee with an effective Internal Revenue Service
                Form
                W-8ECI
                (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                Income Effectively Connected With the Conduct of a Trade or Business
                in
                the United States)
                or successor form at the time and in the manner required by the Code
                or
                (iii) is a Non-U.S. Person that has delivered to both the transferor
                and
                the Trustee an opinion of a nationally recognized tax counsel to
                the
                effect that the transfer of such Residual Certificate to it is in
                accordance with the requirements of the Code and the regulations
                promulgated thereunder and that such transfer of a Residual Certificate
                will not be disregarded for federal income tax purposes. “Non-U.S. Person”
                means an individual, corporation, partnership or other person other
                than
                (i) a citizen or resident of the United States; (ii) a corporation,
                partnership or other entity created or organized in or under the
                laws of
                the United States or any state thereof, including for this purpose,
                the
                District of Columbia; (iii) an estate that is subject to U.S. federal
                income tax regardless of the source of its income; (iv) a trust if
                a court
                within the United States is able to exercise primary supervision
                over the
                administration of the trust and one or more United States trustees
                have
                authority to control all substantial decisions of the trust; and,
                (v) to the extent provided in Treasury regulations, certain trusts
                in
                existence on August 20, 1996 that are treated as United States persons
                prior to such date and elect to continue to be treated as United
                States
                persons.

            


    

    


    
      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              11.

            	
              That
                the Purchaser agrees to such amendments of the Trust Agreement as
                may be
                required to further effectuate the restrictions on transfer of any
                Residual Certificate to such a “disqualified organization,” an agent
                thereof, a Book-Entry Nominee, or a person that does not satisfy
                the
                requirements of paragraph 7 and paragraph 10
                hereof.

            


    

    


    
      	 	
              12.

            	
              That
                the Purchaser consents to the designation of the Trustee as its agent
                to
                act as “tax matters person” of the Trust Fund pursuant to the Trust
                Agreement.

            


    

    


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

    


    _________________________________

    [name
      of Purchaser]

    


    By: 
      ______________________________
Name:
Title:

    


     

    


    
      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

    

    


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

    


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

    


    NOTARY
      PUBLIC

    


    ___________________________________

    


    


    


    COUNTY
      OF_____________________

    


    STATE
      OF______________________

    


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

    


    
      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D-2

    


    RESIDUAL
      CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

    


    __________________

    Date

    


    Re:  Lehman
      XS Trust Mortgage Pass-Through Certificates, Series 2007-17H

    


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

    


    Very
      truly yours,

    


    _______________________________

    Name:

    Title:

    


    
      
        
          
          

        

        
          D-2-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      E

    


    LIST
      OF SERVICING AGREEMENTS

    


    
      	
              1.

            	
              Servicing
                Agreement dated as of September 1, 2007, between Lehman Brothers
                Holdings
                Inc., as seller, and Aurora Loan Services LLC, in its dual capacities
                of
                servicer and master servicer, and acknowledged by U.S. Bank National
                Association, as trustee.

            


    

    


    
      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      F

    


    FORM
      OF RULE 144A TRANSFER CERTIFICATE

    


    
      	 	
              Re:

            	
              Lehman
                XS Trust

            


    

    
      	 	 	
              Mortgage
                Pass-Through Certificates

            


    

    
      	 	 	
              Series
                2007-17H

            


    

    


    Reference
      is hereby made to the Trust Agreement dated as of September 1, 2007 (the “Trust
      Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
      Aurora Loan Services LLC, as Master Servicer, and U.S. Bank National
      Association, as Trustee. Capitalized terms used but not defined herein shall
      have the meanings given to them in the Trust Agreement.

    


    This
      letter relates to $__________ initial Certificate Balance of Class     
      Certificates
      which are held in the form of Definitive Certificates registered in the name
      of
                                
      (the
“Transferor”). The Transferor has requested a transfer of such Definitive
      Certificates for Definitive Certificates of such Class registered in the name
      of
      [insert name of transferee].

    


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

    


    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Depositor.

    


    _____________________________________

    [Name
      of Transferor]

    


    By:__________________________________
Name:
Title:

    


    Dated:
      ___________, ____

    


    
      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      G

    


    FORM
      OF PURCHASER’S LETTER FOR

    INSTITUTIONAL
      ACCREDITED INVESTOR

    


    __________________

    Date

    


    Dear
      Sirs:

    


    In
      connection with our proposed purchase of $______________ principal amount of
      Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-17H (the
“Privately Offered Certificates”) of the Structured Asset Securities Corporation
      (the “Depositor”), we confirm that:

    


    
      	
              (1)

            	
              We
                understand that the Privately Offered Certificates have not been,
                and will
                not be, registered under the Securities Act of 1933, as amended (the
                “Securities Act”), and may not be sold except as permitted in the
                following sentence. We agree, on our own behalf and on behalf of
                any
                accounts for which we are acting as hereinafter stated, that if we
                should
                sell any Privately Offered Certificates within two years of the later
                of
                the date of original issuance of the Privately Offered Certificates
                or the
                last day on which such Privately Offered Certificates are owned by
                the
                Depositor or any affiliate of the Depositor we will do so only (A)
                to the
                Depositor, (B) to “qualified institutional buyers” (within the meaning of
                Rule 144A under the Securities Act) in accordance with Rule 144A
                under the
                Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                provided by Rule 144 under the Securities Act, or (D) to an institutional
                “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                (7) of Regulation D under the Securities Act that is not a QIB (an
                “Institutional Accredited Investor”) which, prior to such transfer,
                delivers to the Trustee under the Trust Agreement dated as of September
                1,
                2007 (the “Trust Agreement”) by and among the Depositor, Aurora Loan
                Services LLC, as Master Servicer, and U.S.
                Bank National Association,
                as Trustee (the “Trustee”), a signed letter in the form of this letter;
                and we further agree, in the capacities stated above, to provide
                to any
                person purchasing any of the Privately Offered Certificates from
                us a
                notice advising such purchaser that resales of the Privately Offered
                Certificates are restricted as stated
                herein.

            


    

    


    
      	
              (2)

            	
              We
                understand that, in connection with any proposed resale of any Privately
                Offered Certificates to an Institutional Accredited Investor, we
                will be
                required to furnish to the Trustee and the Depositor a certification
                from
                such transferee in the form hereof to confirm that the proposed sale
                is
                being made pursuant to an exemption from, or in a transaction not
                subject
                to, the registration requirements of the Securities Act. We further
                understand that the Privately Offered Certificates purchased by us
                will
                bear a legend to the foregoing
                effect.

            


    

    


    
      	
              (3)

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

            


    

    


    
      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              (4)

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

            


    

    


    
      	
              (5)

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

            


    

    


    
      	
              (6)

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

            


    

    


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

    


    You
      and the Depositor are entitled to rely upon this letter and are irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceeding or official inquiry with respect to
      the
      matters covered hereby.

    


    Very
      truly yours,

    


    _______________________________


    [Purchaser]

    


    By: 
      ________________________________
Name:
Title:

    


    
      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      H

    


    FORM
      OF ERISA TRANSFER AFFIDAVIT

    


    
      	
              STATE
                OF NEW YORK 

            	
              )

            
	 	
              )
                ss.: 

            
	
              COUNTY
                OF NEW YORK 

            	
              )

            


    

    


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

    


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

    


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

    


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

    


    4. The
      Investor hereby acknowledges that under the terms of the Trust Agreement (the
      “Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
      Aurora Loan Services LLC, as Master Servicer, and U.S.
      Bank
      National Association,
      as Trustee, dated as of September 1, 2007, regarding Lehman XS Trust Mortgage
      Pass-Through Certificates, Series 2007-17H, no transfer of the ERISA-Restricted
      Certificates or the ERISA-Restricted Trust Certificates shall be permitted
      to be
      made to any person unless the Trustee has received a certificate from such
      transferee in the form hereof.

    


    
      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      

    

    


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

    


    _________________________________

    [Investor]

    


    By:______________________________

    Name:

    Title:

    


    ATTEST:

    


    


    __________________________________

    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    


    Subscribed
      and sworn before me this _____ day of _________ 20___.

    


    ______________________________

    NOTARY
      PUBLIC

    


    My
      commission expires the

    _____
      day of __________, 20___.

    


    
      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      I

    


    [RESERVED]

    


    
      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      J

    


    FORM
      OF AMBAC CERTIFICATE INSURANCE POLICY

    


    
      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      K

    


    CUSTODIAL
      AGREEMENTS

    


    


    
      	
              1.

            	
              Custodial
                Agreement dated and effective as of September 1, 2007, by and between
                LaSalle Bank National Association, as custodian, and U.S. Bank National
                Association, as trustee, and acknowledged by Structured Asset Securities
                Corporation, as depositor, and Aurora Loan Services LLC, in its dual
                capacities as servicer and master
                servicer.

            


    

     

    
      	
              2.

            	
              Custodial
                Agreement dated and effective as of September 1, 2007, by and between
                U.S.
                Bank National Association, as custodian, and U.S. Bank National
                Association, as trustee, and acknowledged by Structured Asset Securities
                Corporation, as depositor, and Aurora Loan Services LLC, in its dual
                capacities as servicer and master
                servicer.

            


    

     

    


    
      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      L-1

    


    [Reserved]

    


    
      
        
          
          

        

        
          L-1-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      L-2

    


    [RESERVED]

     

    


    
      
        
          
          

        

        
          L-2-1

          
            

          

        

        
          
          

        

      

    

    

      EXHIBIT
        M-1

      


      FORM
        OF
        BACK-UP SARBANES-OXLEY CERTIFICATION

      


      [  ]

      [  ]

      [  ]

      


       

      
        	 	
                Re:

              	
                Lehman
                  XS Trust Mortgage Pass-Through Certificates, Series
                  2007-17H

              


      

       

      [_______],
        the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
        the Master Servicer and the Trustee, and each of their officers, directors
        and
        affiliates that:

       

      (1) I
        have
        reviewed [the servicer compliance statement of the Company provided in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
        report on assessment of the Company’s compliance with the Servicing Criteria set
        forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
        accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
        servicing reports, officer’s certificates and other information relating to the
        servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
        by the Company to any of the Depositor, the Master Servicer and the Trustee
        pursuant to the Agreement (collectively, the “Company Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the Depositor, the
        Master Servicer and the Trustee;

       

      (4) I
        am
        responsible for reviewing the activities performed by [_______] as [_______]
        under the [_______] (the “Agreement”), and based on my knowledge [and the
        compliance review conducted in preparing the Compliance Statement] and except
        as
        disclosed in [the Compliance Statement,] the Servicing Assessment or the
        Attestation Report, the Company has fulfilled its obligations under the
        Agreement in all material respects; and

       

      (5) [The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and] [The] [the] Servicing Assessment and Attestation Report required
        to be provided by the Company and [by any Subservicer or Subcontractor] pursuant
        to the Agreement, have been provided to the Depositor, the Master Servicer
        and
        the Trustee. Any material instances of noncompliance described in such reports
        have been disclosed to the Depositor, the Master Servicer and the Trustee.
        Any
        material instance of noncompliance with the Servicing Criteria has been
        disclosed in such reports.

       

      
        
           

        

        
          M-1-1

          
            

          

        

        
           

        

      

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Trust Agreement, dated as of September 1, 2007 (the “Trust Agreement”) by and
        among Structured Asset Securities Corporation, as Depositor, U.S. Bank National
        Association, as Trustee and Aurora Loan Services LLC, as Master Servicer.
        Capitalized terms used but not defined herein shall have the meanings given
        to
        them in the Trust Agreement.

       

      


       

      [___________________________]

      as
        [_______]

      By:

      Name:

      Title:

      Date:

    

     

    
      
         

      

      
        M-1-2

        
          

        

      

      
         

      

    

     

    EXHIBIT
      M-2

    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION TO BE PROVIDED BY [THE TRUSTEE AND THE
      PAYING AGENT]

     

    
      	
              Re:

            	
              Lehman
                XS Trust Mortgage Pass-Through Certificates, Series
                2007-17H

            


    

     

    U.S.
      Bank
      National Association, solely in its capacity as [Trustee and Paying Agent]
      under
      the Agreement, hereby certifies to the Depositor and the Master Servicer, and
      their respective officers, directors and affiliates, and with the knowledge
      and
      intent that they will rely upon this certification, that: 

     

    (1) The
      report on assessment of compliance with servicing criteria applicable to the
      [Trustee and Paying Agent] for asset-backed securities of the [Trustee and
      Paying Agent] and its related attestation report on assessment of compliance
      with servicing criteria applicable to it for inclusion in the Trust’s annual
      report on Form 10-K for the fiscal year [ ] in accordance with Item 1122 of
      Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been delivered to
      the
      [Trustee], Depositor [and the Master Servicer] pursuant to Section 6.20 of
      the
      Trust Agreement. Any material instances of non-compliance by the [Trustee and
      Paying Agent] with the applicable servicing criteria are described in such
      report;

     

    (2) Based
      on my knowledge, the assessment of compliance and related attestation reported
      referred to above, 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; and

     

    (3) Based
      on my knowledge, any information required to be delivered pursuant to Section
      3.08(b) of the Agreement has been provided to the Sponsor, the Depositor, the
      Master Servicer and [the Trustee].

     

    [In
      giving the certifications above, the [Trustee and Paying Agent] [has/have]
      reasonably relied on the accuracy and completeness of the information provided
      to it by the following unaffiliated parties: [names of servicer(s), master
      servicer, subservicer(s), depositor, trustee, custodian(s)].]

    


    U.S.
      Bank National Association, as [Trustee and Paying Agent]

    


    ________________________________

    [Signature]

    [Title]

    


    


    Date:
      ___________________________

    


    
      
        
          
          

        

        
          M-2-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      N-1

    SWAP
      AGREEMENT

    


    SCHEDULE
      A to
      the
      Confirmation dated as of September 28, 2007

    Re:
      Reference Number 487339HN

    Amortization
      Schedule, subject
      to adjustment in accordance with the Modified Following Business Day
      Convention

    


    
      	
              Period
                Date from 

              and
                Including

            	
              Period
                Date to and 

              Excluding:

            	
              Notional
                

              Amount
                (USD)

            	
              Fixed
                Rate

            
	
              10/25/2007

            	
              11/26/2007

            	
              509,285,876

            	
              5.284%

            
	
              11/26/2007

            	
              12/26/2007

            	
              491,245,042

            	
              5.316

            
	
              12/26/2007

            	
              1/25/2008

            	
              473,842,654

            	
              4.996

            
	
              1/25/2008

            	
              2/25/2008

            	
              457,056,137

            	
              4.781

            
	
              2/25/2008

            	
              3/25/2008

            	
              440,863,710

            	
              4.628

            
	
              3/25/2008

            	
              4/25/2008

            	
              425,244,366

            	
              4.603

            
	
              4/25/2008

            	
              5/27/2008

            	
              410,177,837

            	
              4.551

            
	
              5/27/2008

            	
              6/25/2008

            	
              395,644,574

            	
              4.501

            
	
              6/25/2008

            	
              7/25/2008

            	
              381,625,717

            	
              4.485

            
	
              7/25/2008

            	
              8/25/2008

            	
              368,103,072

            	
              4.467

            
	
              8/25/2008

            	
              9/25/2008

            	
              355,059,092

            	
              4.449

            
	
              9/25/2008

            	
              10/27/2008

            	
              316,132,473

            	
              4.443

            
	
              10/27/2008

            	
              11/25/2008

            	
              302,902,054

            	
              4.446

            
	
              11/25/2008

            	
              12/26/2008

            	
              290,224,919

            	
              4.451

            
	
              12/26/2008

            	
              1/26/2009

            	
              278,077,945

            	
              4.469

            
	
              1/26/2009

            	
              2/25/2009

            	
              266,438,974

            	
              4.491

            
	
              2/25/2009

            	
              3/25/2009

            	
              255,286,774

            	
              4.514

            
	
              3/25/2009

            	
              4/27/2009

            	
              244,601,000

            	
              4.549

            
	
              4/27/2009

            	
              5/26/2009

            	
              234,362,156

            	
              4.582

            
	
              5/26/2009

            	
              6/25/2009

            	
              224,351,208

            	
              4.615

            
	
              6/25/2009

            	
              7/27/2009

            	
              214,959,314

            	
              4.653

            
	
              7/27/2009

            	
              8/25/2009

            	
              205,960,270

            	
              4.687

            
	
              8/25/2009

            	
              9/25/2009

            	
              196,802,913

            	
              4.721

            
	
              9/25/2009

            	
              10/26/2009

            	
              158,445,684

            	
              4.753

            
	
              10/26/2009

            	
              11/25/2009

            	
              150,715,074

            	
              4.782

            
	
              11/25/2009

            	
              12/28/2009

            	
              143,361,415

            	
              4.819

            
	
              12/28/2009

            	
              1/25/2010

            	
              136,366,335

            	
              4.882

            
	
              1/25/2010

            	
              2/25/2010

            	
              129,712,358

            	
              4.899

            
	
              2/25/2010

            	
              3/25/2010

            	
              123,382,860

            	
              4.917

            
	
              3/25/2010

            	
              4/26/2010

            	
              117,362,025

            	
              4.934

            
	
              4/26/2010

            	
              5/25/2010

            	
              111,634,810

            	
              4.952

            
	
              5/25/2010

            	
              6/25/2010

            	
              106,186,902

            	
              4.969

            
	
              6/25/2010

            	
              7/26/2010

            	
              100,976,802

            	
              4.986

            
	
              7/26/2010

            	
              8/25/2010

            	
              95,947,568

            	
              5.004

            
	
              8/25/2010

            	
              9/27/2010

            	
              91,223,906

            	
              5.021

            
	
              9/27/2010

            	
              10/25/2010

            	
              86,771,468

            	
              5.039

            
	
              10/25/2010

            	
              11/26/2010

            	
              82,536,200

            	
              5.058

            
	
              11/26/2010

            	
              12/27/2010

            	
              78,507,515

            	
              5.076

            
	
              12/27/2010

            	
              1/25/2011

            	
              74,675,342

            	
              5.094

            
	
              1/25/2011

            	
              2/25/2011

            	
              71,030,102

            	
              5.112

            
	
              2/25/2011

            	
              3/25/2011

            	
              67,562,680

            	
              5.129

            
	
              3/25/2011

            	
              4/25/2011

            	
              64,264,409

            	
              5.145

            
	
              4/25/2011

            	
              5/25/2011

            	
              61,127,040

            	
              5.162

            
	
              5/25/2011

            	
              6/27/2011

            	
              58,142,729

            	
              5.177

            
	
              6/27/2011

            	
              7/25/2011

            	
              55,304,014

            	
              5.192

            


    

    


    
      
        
          
          

        

        
          N-1-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Period
                Date from 

              and
                Including

            	
              Period
                Date to and 

              Excluding:

            	
              Notional
                

              Amount
                (USD)

            	
              Fixed
                Rate

            
	
              7/25/2011

            	
              8/25/2011

            	
              52,603,795

            	
              5.207

            
	
              8/25/2011

            	
              9/26/2011

            	
              50,035,320

            	
              5.221

            
	
              9/26/2011

            	
              10/25/2011

            	
              47,592,164

            	
              5.237

            
	
              10/25/2011

            	
              11/25/2011

            	
              45,268,218

            	
              5.256

            
	
              11/25/2011

            	
              12/27/2011

            	
              43,057,667

            	
              5.275

            
	
              12/27/2011

            	
              1/25/2012

            	
              40,954,982

            	
              5.292

            
	
              1/25/2012

            	
              2/27/2012

            	
              38,954,904

            	
              5.308

            
	
              2/27/2012

            	
              3/26/2012

            	
              37,052,427

            	
              5.322

            
	
              3/26/2012

            	
              4/25/2012

            	
              35,242,793

            	
              5.336

            
	
              4/25/2012

            	
              5/25/2012

            	
              33,420,335

            	
              5.348

            
	
              5/25/2012

            	
              6/25/2012

            	
              31,648,604

            	
              5.359

            
	
              6/25/2012

            	
              7/25/2012

            	
              28,257,074

            	
              5.368

            
	
              7/25/2012

            	
              8/27/2012

            	
              12,997,151

            	
              5.377

            
	
              8/27/2012

            	
              9/25/2012

            	
              6,530,883

            	
              5.384

            
	
              9/25/2012

            	
              Thereafter

            	
              0

            	
              0.000%

            


    

    


    


    
      
        
          
          

        

        
          N-1-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      N-2

    CAP
      AGREEMENT

    


    SCHEDULE
      A to
      the
      Confirmation dated as of September 28, 2007

    Re:
      Reference Number 487364HN

    Amortization
      Schedule, subject
      to adjustment in accordance with the Modified Following Business Day
      Convention

    


    
      	
              Period
                Date from 

              and
                Including

            	
              Period
                Date to and 

              Excluding:

            	
              Notional
                Amount 

              (USD)

            
	
              10/27/2008

            	
              11/25/2008

            	
              26,344,373

            
	
              11/25/2008

            	
              12/26/2008

            	
              27,437,948

            
	
              12/26/2008

            	
              1/26/2009

            	
              28,407,888

            
	
              1/26/2009

            	
              2/25/2009

            	
              29,262,120

            
	
              2/25/2009

            	
              3/25/2009

            	
              30,008,141

            
	
              3/25/2009

            	
              4/27/2009

            	
              30,653,041

            
	
              4/27/2009

            	
              5/26/2009

            	
              31,203,525

            
	
              5/26/2009

            	
              6/25/2009

            	
              31,665,928

            
	
              6/25/2009

            	
              7/27/2009

            	
              32,017,642

            
	
              7/27/2009

            	
              8/25/2009

            	
              32,321,233

            
	
              8/25/2009

            	
              9/25/2009

            	
              32,553,788

            
	
              9/25/2009

            	
              10/26/2009

            	
              32,631,677

            
	
              10/26/2009

            	
              11/25/2009

            	
              62,854,486

            
	
              11/25/2009

            	
              12/28/2009

            	
              62,738,738

            
	
              12/28/2009

            	
              1/25/2010

            	
              62,523,909

            
	
              1/25/2010

            	
              2/25/2010

            	
              62,218,541

            
	
              2/25/2010

            	
              3/25/2010

            	
              61,830,624

            
	
              3/25/2010

            	
              4/26/2010

            	
              61,367,635

            
	
              4/26/2010

            	
              5/25/2010

            	
              60,836,565

            
	
              5/25/2010

            	
              6/25/2010

            	
              60,243,943

            
	
              6/25/2010

            	
              7/26/2010

            	
              59,595,870

            
	
              7/26/2010

            	
              8/25/2010

            	
              58,881,777

            
	
              8/25/2010

            	
              9/27/2010

            	
              58,078,488

            
	
              9/27/2010

            	
              10/25/2010

            	
              57,272,101

            
	
              10/25/2010

            	
              11/26/2010

            	
              56,456,868

            
	
              11/26/2010

            	
              12/27/2010

            	
              55,611,087

            
	
              12/27/2010

            	
              1/25/2011

            	
              54,738,740

            
	
              1/25/2011

            	
              2/25/2011

            	
              53,843,525

            
	
              2/25/2011

            	
              3/25/2011

            	
              52,928,878

            
	
              3/25/2011

            	
              4/25/2011

            	
              51,997,983

            
	
              4/25/2011

            	
              5/25/2011

            	
              51,053,790

            
	
              5/25/2011

            	
              6/27/2011

            	
              50,099,029

            
	
              6/27/2011

            	
              7/25/2011

            	
              49,136,224

            
	
              7/25/2011

            	
              8/25/2011

            	
              48,167,703

            
	
              8/25/2011

            	
              9/26/2011

            	
              47,195,613

            
	
              9/26/2011

            	
              10/25/2011

            	
              46,221,932

            
	
              10/25/2011

            	
              11/25/2011

            	
              45,248,475

            
	
              11/25/2011

            	
              12/27/2011

            	
              44,276,908

            
	
              12/27/2011

            	
              1/25/2012

            	
              43,308,757

            
	
              1/25/2012

            	
              2/27/2012

            	
              42,345,416

            
	
              2/27/2012

            	
              3/26/2012

            	
              41,388,155

            
	
              3/26/2012

            	
              4/25/2012

            	
              40,438,129

            
	
              4/25/2012

            	
              5/25/2012

            	
              39,496,386

            
	
              5/25/2012

            	
              6/25/2012

            	
              38,447,521

            
	
              6/25/2012

            	
              7/25/2012

            	
              37,363,352

            


    

    


    
      
        
          
          

        

        
          N-2-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Period
                Date from 

              and
                Including

            	
              Period
                Date to and 

              Excluding:

            	
              Notional
                Amount 

              (USD)

            
	
              7/25/2012

            	
              8/27/2012

            	
              34,223,191

            
	
              8/27/2012

            	
              9/25/2012

            	
              16,144,203

            
	
              9/25/2012

            	
              10/25/2012

            	
              8,317,507

            
	
              10/25/2012

            	
              Thereafter

            	
              0

            


    

    


    


    
      
        
          
          

        

        
          N-2-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      O

    


    FORM
      OF
      CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
      ASSESSMENT OF COMPLIANCE

     

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Trust Agreement dated as of September 1, 2007
      (the “Agreement”), by and among U.S. Bank National Association (the “Trustee”),
      Aurora Loan Services LLC, as master servicer (the “Master Servicer”), and
      Structured Asset Securities Corporation, as depositor (the “Depositor”) with
      respect to Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-17H.
      

    


    
      	
              Regulation
                AB 

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                

              Agent

              (including
                

              the
                Trustee 

              if
                acting as 

              Paying
                

              Agent)

            	
              Trustee

            	
              Master
                

              Servicer

            
	 	
              General Servicing
                 Considerations

            	 	 	 
	
              1122(d)(1)(i)

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

            	 	 	
              X

            
	
              1122(d)(1)(ii)

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


            	 	 	 
	
              1122(d)(1)(iii)

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

            	
               

            	
               

            	 
	
              1122(d)(1)(iv)

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

            	 	 	
              X

            
	 	
              Cash Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	 	
              X

            


    

    


    
      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Regulation
                AB 

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                

              Agent

              (including
                

              the
                Trustee 

              if
                acting as 

              Paying
                

              Agent)

            	
              Trustee

            	
              Master
                

              Servicer

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	 	 	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	 	 	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	 	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the Servicer.
                

            	 	
              X

            	
              X

            


    

    


    
      
        
          
          

        

        
          O-2

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Regulation
                AB 

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                

              Agent

              (including
                

              the
                Trustee 

              if
                acting as 

              Paying
                

              Agent)

            	
              Trustee

            	
              Master
                

              Servicer

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iii)

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

            	
              X

            	 	
               X

            
	
              1122(d)(3)(iv)

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

            	
              X

            	 	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

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

            	
               

            	 	 
	
              1122(d)(4)(ii)

            	
              Mortgage
                loans and related documents are safeguarded as required by the transaction
                agreements 

            	
               

            	 	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
               

            	
              X

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	 	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	 	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	 	 	
              X

            


    

    


    
      
        
          
          

        

        
          O-3

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Regulation
                AB 

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                

              Agent

              (including
                

              the
                Trustee 

              if
                acting as 

              Paying
                

              Agent)

            	
              Trustee

            	
              Master
                

              Servicer

            
	
              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 mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	 	 	 
	
              1122(d)(4)(ix)

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

            	 	 	 
	
              1122(d)(4)(x)

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

            	 	 	 
	
              1122(d)(4)(xi)

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

            	 	 	
               

            
	
              1122(d)(4)(xii)

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

            	 	 	
               

            
	
              1122(d)(4)(xiii)

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

            	 	 	
               

            


    

    


    
      
        
          
          

        

        
          O-4

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Regulation
                AB 

              Reference

            	
              Servicing
                Criteria

            	
              Paying
                

              Agent

              (including
                

              the
                Trustee 

              if
                acting as 

              Paying
                

              Agent)

            	
              Trustee

            	
              Master
                

              Servicer

            
	
              1122(d)(4)(xiv)
                

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

            	 	 	
              X

            
	
              1122(d)(4)(xv)

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

            	 	
              X

            	 


    

     

    


    


    
      
        
          
          

        

        
          O-5

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      P

    


    TRANSACTION
      PARTIES

     

    Sponsor
      and Seller: Lehman Brothers Holdings Inc.

    


    Depositor:
      Structured Asset Securities Corporation

    


    Trustee:
      U.S. Bank National Association

    


    Securities
      Administrator: None

    


    Master
      Servicer: Aurora Loan Services LLC

    


    Swap
      Counterparty: HSBC Bank USA, National Association

    


    Cap
      Counterparty: HSBC Bank USA, National Association

    


    Servicer(s):
      Aurora Loan Services LLC

    


    Originator(s):
      Lehman Brothers Bank, FSB

    


    Custodian(s):
      U.S. Bank National Association and LaSalle Bank National
      Association

    


    Primary
      Mortgage Insurance Provider: Not applicable. 

    


    Certificate
      Insurer: Ambac Assurance Corporation

    


    
      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Q

    


    Additional
      Form 10-D Disclosure

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the Monthly Statement

            	
              Master
                Servicer

              Servicer

              Trustee
                

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

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicer

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

            	
              Depositor

            
	
              Item
                3: Sale of Securities and Use of Proceeds

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

               

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

            	
              Depositor

            


    

    


    
      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
               

              Item
                4: Defaults Upon Senior Securities

               

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

               

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

            	
               

              Trustee

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

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              Trustee

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Depositor

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

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

            	
              Depositor

            
	
              Item
                8: Other Information

               

              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
               

               

               

              Any
                party responsible for the applicable Form 8-K Disclosure
                item

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Trustee

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

            	
              Depositor

            


    

    


    


    
      
        
          
          

        

        
          Q-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      R

    


    Additional
      Form 10-K Disclosure

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                9B: Other Information

              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Depositor

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

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-K if updated information
                is required pursuant to the Item.

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-K if updated information
                is required pursuant to the Item.

            	
              Depositor

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

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-K if updated information
                is required pursuant to the Item.

            	 


    

    


    
      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Regulation
                AB Item 1117: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicer

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

            	
              Depositor

            
	
              Regulation
                AB Item 1119: Affiliations and Relationships

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

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in an arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            


    

    


    
      
        
          
          

        

        
          R-2

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            


    

    


    


    
      
        
          
          

        

        
          R-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      S

    


    Form
      8-K
      Disclosure Information

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

               

              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              All
                parties

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

               

              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

               

              Examples:
                servicing agreement, custodial agreement.

            	
              All
                parties

            
	
              Item
                1.03- Bankruptcy or Receivership

               

              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following: 

            	
              Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor/Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Servicer

            
	
              ▪
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	
              Servicer

            
	
              ▪
                Other material servicers

            	
              Servicer

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            


    

    


    
      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              ▪
                Custodian

            	
              Custodian

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

               

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

               

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

            	
              Depositor

              Master
                Servicer

              Trustee

            
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

               

              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement.

            	
              Trustee

              Depositor

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

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

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational
                Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Securities Administrator

               

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

            	
              Master
                Servicer/Depositor/

              Servicer/Trustee

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

            	
              Servicer/Master
                Servicer/Depositor

            
	
              Regulation
                AB disclosure about any new Trustee is also required.

            	
              Trustee

            
	
              Item
                6.03- Change in Credit Enhancement or External
                Support

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

            	
              Depositor/Trustee

            


    

    


    
      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

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

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

               

              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Regulation AB disclosure about the actual asset
                pool.

            	
              Depositor

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

            	
              Depositor

            
	
              Item
                7.01- Regulation FD Disclosure

            	
              All
                parties

            
	
              Item
                8.01- Other Events

               

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

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

    


    


    
      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

    


    MORTGAGE
      LOAN SCHEDULE

    


    [On
      file
      with McKee Nelson LLP]

    


    
      
        
          
          

        

        
          Schedule
            A