STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    WELLS
      FARGO BANK, N.A.,

     

    as
      Securities Administrator

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, as Trustee

     

      
        

      

    

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of July 1, 2006

     

      
        

      

    

     

    STRUCTURED
      ADJUSTABLE RATE MORTGAGE LOAN TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2006-7



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      
        	 	
                Page


              
	
                ARTICLE
                  I DEFINITIONS

              	
                10

              
	 	
                Section
                  1.01.

              	
                Definitions.

              	
                10

              
	 	
                Section
                  1.02.

              	
                Calculations
                  Respecting Mortgage Loans.

              	
                49

              
	 	 	 	 
	
                ARTICLE
                  II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

              	
                49

              
	 	
                Section
                  2.01.

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

              	
                49

              
	 	
                Section
                  2.02.

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

              	
                53

              
	 	
                Section
                  2.03.

              	
                Representations
                  and Warranties of the Depositor.

              	
                55

              
	 	
                Section
                  2.04.

              	
                Discovery
                  of Breach.

              	
                56

              
	 	
                Section
                  2.05.

              	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans.

              	
                57

              
	 	
                Section
                  2.06.

              	
                Grant
                  Clause.

              	
                58

              
	 	 	 	 
	
                ARTICLE
                  III THE CERTIFICATES

              	
                59

              
	 	
                Section
                  3.01.

              	
                The
                  Certificates.

              	
                59

              
	 	
                Section
                  3.02.

              	
                Registration.

              	
                60

              
	 	
                Section
                  3.03.

              	
                Transfer
                  and Exchange of Certificates.

              	
                60

              
	 	
                Section
                  3.04.

              	
                Cancellation
                  of Certificates.

              	
                66

              
	 	
                Section
                  3.05.

              	
                Replacement
                  of Certificates.

              	
                66

              
	 	
                Section
                  3.06.

              	
                Persons
                  Deemed Owners.

              	
                67

              
	 	
                Section
                  3.07.

              	
                Temporary
                  Certificates.

              	
                67

              
	 	
                Section
                  3.08.

              	
                Appointment
                  of Paying Agent.

              	
                67

              
	 	
                Section
                  3.09.

              	
                Book-Entry
                  Certificates.

              	
                68

              
	
                ARTICLE
                  IV ADMINISTRATION OF THE TRUST FUND

              	
                69

              
	 	
                Section
                  4.01.

              	
                Collection
                  Account.

              	
                69

              
	 	
                Section
                  4.02.

              	
                Application
                  of Funds in the Collection Account.

              	
                71

              
	 	
                Section
                  4.03.

              	
                Reports
                  to Certificateholders.

              	
                74

              
	 	
                Section
                  4.04.

              	
                Certificate
                  Account.

              	
                77

              
	
                ARTICLE
                  V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

              	
                78

              
	 	
                Section
                  5.01.

              	
                Distributions
                  Generally.

              	
                78

              
	 	
                Section
                  5.02.

              	
                Distributions
                  from the Certificate Account.

              	
                78

              
	 	
                Section
                  5.03.

              	
                Allocation
                  of Realized Losses.

              	
                87

              
	 	
                Section
                  5.04.

              	
                Advances
                  by the Master Servicer and the Securities Administrator.

              	
                90

              
	 	
                Section
                  5.05.

              	
                Compensating
                  Interest Payments.

              	
                91

              
	 	
                Section
                  5.06.

              	
                Funding
                  Account.

              	
                91

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

              	
                92

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	 	
                Section
                  6.01.

              	
                Duties
                  of Trustee and Securities Administrator.

              	
                92

              
	 	
                Section
                  6.02.

              	
                Certain
                  Matters Affecting the Trustee and the Securities
                  Administrator.

              	
                95

              
	 	
                Section
                  6.03.

              	
                Trustee
                  and Securities Administrator Not Liable for Certificates.

              	
                96

              
	 	
                Section
                  6.04.

              	
                Trustee
                  and Securities Administrator May Own Certificates.

              	
                97

              
	 	
                Section
                  6.05.

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              	
                97

              
	 	
                Section
                  6.06.

              	
                Resignation
                  and Removal of Trustee and Securities Administrator.

              	
                97

              
	 	
                Section
                  6.07.

              	
                Successor
                  Trustee and Successor Securities Administrator.

              	
                98

              
	 	
                Section
                  6.08.

              	
                Merger
                  or Consolidation of Trustee or Securities Administrator.

              	
                99

              
	 	
                Section
                  6.09.

              	
                Appointment
                  of Co-Trustee, Separate Trustee or Custodian.

              	
                99

              
	 	
                Section
                  6.10.

              	
                Authenticating
                  Agents.

              	
                101

              
	 	
                Section
                  6.11.

              	
                Indemnification
                  of Trustee and Securities Administrator.

              	
                102

              
	 	
                Section
                  6.12.

              	
                Fees
                  and Expenses of Securities Administrator, Trustee and
                  Custodian.

              	
                103

              
	 	
                Section
                  6.13.

              	
                Collection
                  of Monies.

              	
                103

              
	 	
                Section
                  6.14.

              	
                Events
                  of Default; Securities Administrator To Act; Appointment of
                  Successor.

              	
                104

              
	 	
                Section
                  6.15.

              	
                Additional
                  Remedies of Trustee Upon Event of Default.

              	
                109

              
	 	
                Section
                  6.16.

              	
                Waiver
                  of Defaults.

              	
                109

              
	 	
                Section
                  6.17.

              	
                Notification
                  to Holders.

              	
                109

              
	 	
                Section
                  6.18.

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

              	
                109

              
	 	
                Section
                  6.19.

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

              	
                110

              
	 	
                Section
                  6.20.

              	
                Preparation
                  of Tax Returns and Other Reports.

              	
                110

              
	 	
                Section
                  6.21.

              	
                Reporting
                  Requirements of the Commission.

              	
                116

              
	 	
                Section
                  6.22.

              	
                No
                  Merger.

              	
                117

              
	 	
                Section
                  6.23.

              	
                Indemnification
                  by the Securities Administrator.

              	
                117

              
	 	 	 	 
	
                ARTICLE
                  VII PURCHASE AND TERMINATION OF THE TRUST FUND

              	
                117

              
	 	
                Section
                  7.01.

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

              	
                117

              
	 	
                Section
                  7.02.

              	
                Procedure
                  Upon Termination of Trust Fund.

              	
                118

              
	 	
                Section
                  7.03.

              	
                Additional
                  Requirements under the REMIC Provisions.

              	
                119

              
	 	 	 	 
	
                ARTICLE
                  VIII RIGHTS OF CERTIFICATEHOLDERS

              	
                120

              
	 	
                Section
                  8.01.

              	
                Limitation
                  on Rights of Holders.

              	
                120

              
	 	
                Section
                  8.02.

              	
                Access
                  to List of Holders.

              	
                121

              
	 	
                Section
                  8.03.

              	
                Acts
                  of Holders of Certificates.

              	
                122

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

              	
                122

              
	 	
                Section
                  9.01.

              	
                Duties
                  of the Master Servicer.

              	
                123

              
	 	
                Section
                  9.02.

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

              	
                123

              
	 	
                Section
                  9.03.

              	
                Master
                  Servicer’s Financial Statements and Related Information.

              	
                123

              
	 	
                Section
                  9.04.

              	
                Power
                  to Act; Procedures.

              	
                124

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	 	
                Section
                  9.05.

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

              	
                126

              
	 	
                Section
                  9.06.

              	
                Collection
                  of Taxes, Assessments and Similar Items.

              	
                127

              
	 	
                Section
                  9.07.

              	
                Termination
                  of Servicing Agreements; Successor Servicers.

              	
                127

              
	 	
                Section
                  9.08.

              	
                Master
                  Servicer Liable for Enforcement.

              	
                128

              
	 	
                Section
                  9.09.

              	
                No
                  Contractual Relationship Between Servicers and Trustee or
                  Depositor.

              	
                128

              
	 	
                Section
                  9.10.

              	
                Assumption
                  of Servicing Agreement by Securities Administrator.

              	
                128

              
	 	
                Section
                  9.11.

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

              	
                129

              
	 	
                Section
                  9.12.

              	
                Release
                  of Mortgage Files.

              	
                129

              
	 	
                Section
                  9.13.

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

              	
                131

              
	 	
                Section
                  9.14.

              	
                Representations
                  and Warranties of the Master Servicer.

              	
                132

              
	 	
                Section
                  9.15.

              	
                Closing
                  Certificate and Opinion.

              	
                134

              
	 	
                Section
                  9.16.

              	
                Standard
                  Hazard and Flood Insurance Policies.

              	
                134

              
	 	
                Section
                  9.17.

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	
                135

              
	 	
                Section
                  9.18.

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.

              	
                135

              
	 	
                Section
                  9.19.

              	
                Trustee
                  To Retain Possession of Certain Insurance Policies and
                  Documents.

              	
                136

              
	 	
                Section
                  9.20.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                136

              
	 	
                Section
                  9.21.

              	
                Compensation
                  to the Master Servicer.

              	
                136

              
	 	
                Section
                  9.22.

              	
                REO
                  Property.

              	
                137

              
	 	
                Section
                  9.23.

              	
                Notices
                  to the Depositor and the Securities Administrator

              	
                138

              
	 	
                Section
                  9.24.

              	
                Reports
                  to the Trustee and the Securities Administrator.

              	
                138

              
	 	
                Section
                  9.25.

              	
                Assessment
                  of Compliance and Attestation Reports..

              	
                139

              
	 	
                Section
                  9.26.

              	
                Annual
                  Statement of Compliance with Applicable Servicing Criteria
                  .

              	
                141

              
	 	
                Section
                  9.27.

              	
                Merger
                  or Consolidation.

              	
                141

              
	 	
                Section
                  9.28.

              	
                Resignation
                  of Master Servicer.

              	
                142

              
	 	
                Section
                  9.29.

              	
                Assignment
                  or Delegation of Duties by the Master Servicer.

              	
                142

              
	 	
                Section
                  9.30.

              	
                Limitation
                  on Liability of the Master Servicer and Others.

              	
                143

              
	 	
                Section
                  9.31.

              	
                Indemnification;
                  Third-Party Claims.

              	
                144

              
	 	
                Section
                  9.32.

              	
                Allocation
                  to Related Mortgage Pool.

              	
                144

              
	 	 	 	 
	
                ARTICLE
                  X REMIC ADMINISTRATION

              	
                144

              
	 	
                Section
                  10.01.

              	
                REMIC
                  and Grantor Trust Administration.

              	
                144

              
	 	
                Section
                  10.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                148

              
	 	
                Section
                  10.03.

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

              	
                149

              
	 	
                Section
                  10.04.

              	
                REO
                  Property.

              	
                149

              
	 	 	 	 
	
                ARTICLE
                  XI MISCELLANEOUS PROVISIONS

              	
                150

              
	 	
                Section
                  11.01.

              	
                Binding
                  Nature of Agreement; Assignment.

              	
                150

              
	 	
                Section
                  11.02.

              	
                Entire
                  Agreement.

              	
                150

              
	 	
                Section
                  11.03.

              	
                Amendment.

              	
                151

              
	 	
                Section
                  11.04.

              	
                Voting
                  Rights.

              	
                152

              
	 	
                Section
                  11.05.

              	
                Provision
                  of Information.

              	
                152

              
	 	
                Section
                  11.06.

              	
                Governing
                  Law.

              	
                153

              
	 	
                Section
                  11.07.

              	
                Notices.

              	
                153

              
	 	
                Section
                  11.08.

              	
                Severability
                  of Provisions.

              	
                153

              
	 	
                Section
                  11.09.

              	
                Indulgences;
                  No Waivers.

              	
                154

              
	 	
                Section
                  11.10.

              	
                Headings
                  Not To Affect Interpretation.

              	
                154

              
	 	
                Section
                  11.11.

              	
                Benefits
                  of Agreement.

              	
                154

              
	 	
                Section
                  11.12.

              	
                Special
                  Notices to the Rating Agencies.

              	
                154

              
	 	
                Section
                  11.13.

              	
                Counterparts.

              	
                155

              
	 	
                Section
                  11.14.

              	
                Transfer
                  of Servicing.

              	
                155

              
	 	
                Section
                  11.15.

              	
                Conflicts.

              	
                156

              


      

      

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

      

    

    ATTACHMENTS

     

    
      
        
          	
                  Exhibit
                    A

                	
                  Forms
                    of Certificates

                
	
                  Exhibit
                    B-1

                	
                  Form
                    of Initial Certification

                
	
                  Exhibit
                    B-2

                	
                  Form
                    of Interim Certification

                
	
                  Exhibit
                    B-3

                	
                  Form
                    of Final Certification

                
	
                  Exhibit
                    B-4

                	
                  Form
                    of Endorsement

                
	
                  Exhibit
                    C

                	
                  Request
                    for Release of Documents and Receipt

                
	
                  Exhibit
                    D-l

                	
                  Form
                    of Residual Certificate Transfer Affidavit (Transferee)

                
	
                  Exhibit
                    D-2

                	
                  Form
                    of Residual Certificate Transfer Affidavit (Transferor)

                
	
                  Exhibit
                    E

                	
                  Servicing
                    Agreements

                
	
                  Exhibit
                    F

                	
                  Form
                    of Rule 144A Transfer Certificate

                
	
                  Exhibit
                    G

                	
                  Form
                    of Purchaser’s Letter for Institutional Accredited
                    Investors

                
	
                  Exhibit
                    H

                	
                  Form
                    of ERISA Transfer Affidavit

                
	
                  Exhibit
                    I

                	
                  Monthly
                    Remittance Advice

                
	
                  Exhibit
                    J

                	
                  Monthly
                    Electronic Data Transmission

                
	
                  Exhibit
                    K

                	
                  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

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

                
	
                  Exhibit
                    N

                	
                  Form
                    of Assessment of Compliance

                
	
                  Exhibit
                    O

                	
                  Servicing
                    Criteria to be Addressed in Assessment of Compliance

                
	
                  Exhibit
                    P-1

                	
                  Additional
                    Form 10-D Disclosure 

                
	
                  Exhibit
                    P-2

                	
                  Additional
                    Form 10-K Disclosure 

                
	
                  Exhibit
                    P-3

                	
                  Additional
                    Form 8-K Disclosure 

                
	
                  Exhibit
                    P-4

                	
                  Additional
                    Disclosure Notification

                
	
                  Exhibit
                    Q-1

                	
                  Form
                    of Back-up Sarbanes-Oxley Certification

                
	
                  Exhibit
                    Q-2

                	
                  Form
                    of Certification to be Provided by the Securities
                    Administrator

                
	
                  Exhibit
                    R

                	
                  Transaction
                    Parties

                
	 	 
	
                  Schedule
                    A

                	
                  Mortgage
                    Loan Schedule

                


        

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      TRUST AGREEMENT, dated as of July 1, 2006 (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”), WELLS FARGO BANK, N.A., a national banking corporation, as
      securities administrator (the “Securities Administrator”) and U.S. BANK NATIONAL
      ASSOCIATION, a national banking association, as trustee (the
“Trustee”).

     

    PRELIMINARY
      STATEMENT

     

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

     

    As
      provided herein, the Trustee shall elect that the Trust Fund (other than the
      rights to Prepayment Penalty Amounts or the Funding Account) be treated for
      federal income tax purposes as comprising five real estate mortgage investment
      conduits (each a “REMIC” or, in the alternative, REMIC I-1, REMIC I-2, REMIC
      II-1, REMIC II-2 and REMIC II-3). As
      is described in Section 10.01 hereof, the Trust Fund will also be treated for
      federal income tax purposes as including three grantor trusts.

     

    Group
      I REMICs

     

    REMIC
      I-1

     

    REMIC
      I-1
      shall hold as its assets all rights related to Mortgage Group I (other than
      rights to Prepayment Penalty Amounts or the Funding Account). 

     

    Each
      of
      the REMIC I-1 Interests set forth below (other than the Class LTI1-R Interest)
      is referred to herein as a REMIC I-1 Regular Interest and is hereby designated
      as a regular interest in REMIC I-1. The Class LTI1-R Interest is hereby
      designated as the sole class of residual interest in REMIC I-1.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      following table specifies terms for each class of REMIC I-1
      Interests:

     

    
      	
              REMIC
                I-1

              Class
                Designation

            	 	
               

              Interest
                Rate

            	 	
              Initial
                Class or Principal Amount

            	 	
              Related
                Pool or Pools

            
	 	 	 	 	 	 	 
	
              Class
                LTI1-1A

            	 	
              (1)

            	 	
              $63,129.6622

            	 	
              Pool
                1

            
	
              Class
                LTI1-1B

            	 	
              (2)

            	 	
              $1,147,690.6622

            	 	
              Pool
                1

            
	
              Class
                LTI1-2A

            	 	
              (1)

            	 	
              $94,854.9551

            	 	
              Pool
                2

            
	
              Class
                LTI1-2B

            	 	
              (3)

            	 	
              $1,724,524.9551

            	 	
              Pool
                2

            
	
              Class
                LTI1-Z

            	 	
              (1)

            	 	
              $284,191,361.4954

            	 	
              N/A

            
	
              Class
                LTI1-R

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            


    

    _____________________

     

    
      
        	 	
                (1)

              	
                For
                  any Distribution Date, the interest rate for these interests shall
                  be a
                  per annum rate equal to the weighted average of the Net Mortgage
                  Rates of
                  all the Mortgage Loans in Mortgage Group I at the beginning of
                  the related
                  Due Period, weighted on the basis of their respective Scheduled
                  Principal
                  Balances.

              


        	 	 	 


      

      
        	 	
                (2)

              	
                For
                  any Distribution Date, the interest rate for the Class LTI1-1B
                  Interest
                  shall be the Net WAC for Pool 1 for such Distribution
                  Date.

              


        	 	 	 


      

      
        	 	
                (3)

              	
                For
                  any Distribution Date, the interest rate for the Class LTI1-2B
                  Interest
                  shall be the Net WAC for Pool 2 for such Distribution
                  Date.

              


        	 	 	 


      

      
        	 	
                (4)

              	
                The
                  Class LTI1-R Interest shall represent the sole class of residual
                  interest
                  in REMIC I-1. The Class LTI1-R Interest will not have a principal
                  amount
                  or an interest rate. The Class LTI1-R Interest shall be represented
                  by the
                  Class R Certificate.

              


      

    

     

    Distributions
      shall be deemed to be made to the REMIC I-1 Regular Interests first, so as
      to
      keep the uncertificated principal balance of each REMIC I-1 Regular Interest
      ending with the designation “B” equal to 1% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans in the related Mortgage Pool; second, to each
      REMIC I-1 Regular Interest ending with the designation “A” so that the
      uncertificated principal balance of each such REMIC I-1 Regular Interest is
      equal to 1% of the excess of (x) the aggregate Scheduled Principal Balance
      of
      the Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
      Principal Amounts of the Certificate Group related to such Mortgage Pool (except
      that if 1% of any such excess is greater than the principal amount of the
      corresponding REMIC I-1 Regular Interest ending with the designation “A”, the
      least amount of principal shall be distributed to such REMIC I-1 Regular
      Interests such that the REMIC I-1 Subordinated Balance Ratio is maintained);
      and
      finally, any remaining principal to the Class LTI1-Z Interest. Realized Losses
      shall be applied after all distributions have been made on each Distribution
      Date first, so as to keep the uncertificated principal balance of each REMIC
      I-1
      Regular Interest ending with the designation “B” equal to 1% of the aggregate
      Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool;
      second, to each REMIC I-1 Regular Interest ending with the designation “A” so
      that the uncertificated principal balance of each such REMIC I-1 Regular
      Interest is equal to 1% of the excess of (x) the aggregate Scheduled Principal
      Balance of the Mortgage Loans in the related Mortgage Pool over (y) the
      aggregate Class Principal Amounts of the Certificate Group related to such
      Mortgage Pool (except that if 1% of any such excess is greater than the
      principal amount of the corresponding REMIC I-1 Regular Interest ending with
      the
      designation “A”, the least amount of Realized Losses shall be allocated to such
      REMIC I-1 Regular Interests such that the REMIC I-1 Subordinated Balance Ratio
      is maintained); and third, the remaining Realized Losses shall be allocated
      to
      the Class LTI1-Z Interest. All computations with respect to any REMIC I-1
      Interest shall be taken out to eight decimal places.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    If
      on any
      Distribution Date there is an increase in the Certificate Principal Amount
      of
      any Class of Group I Certificates as a result of the proviso in the definition
      of Certificate Principal Amount, then, prior to distributions of principal
      and
      allocations of losses on such Distribution Date with respect to REMIC I-1,
      there
      shall be a corresponding increase in the principal amount of the REMIC I-1
      Regular Interests, with such increase allocated among the REMIC I-1 Regular
      Interests as follows: (i) first, to each REMIC I-1 Regular Interest ending
      with
      the designation “B” so as to keep the uncertificated principal balance of such
      REMIC I-1 Regular Interest equal to 1% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans in the related Mortgage Pool, (ii) second, to
      each
      REMIC I-1 Regular Interest ending with the designation “A”, so that the
      uncertificated principal balance of each such REMIC I-1 Regular Interest is
      as
      close as possible to (but does not exceed) 1% of the excess of (x) the aggregate
      Scheduled Principal balance of the Mortgage Loans in the related Mortgage Pool
      over (y) the aggregate Class Principal Amounts of the Senior Certificates of
      the
      Certificate Group related to such Mortgage Pool; provided, however, that (a)
      the
      REMIC I-1 Subordinated Balance Ratio is maintained and (b) amounts allocated
      to
      any REMIC I-1 Regular Interest pursuant to this clause (ii) shall not exceed
      the
      amount of any previous realized losses allocated to such REMIC I-1 Regular
      Interest not previously offset by distributions or increases in the principal
      amount of such REMIC I-1 Regular Interest and (iii) finally, all remaining
      increases are allocated to the Class LTI1-Z Interest.

     

    REMIC
      I-2

     

    REMIC
      I-2
      shall hold as assets the several classes of uncertificated REMIC I-1 Regular
      Interests.

     

    Each
      of
      the Group I Certificates (other than the Class R Certificates) is referred
      to
      herein as a REMIC I-2 Regular Interest and is hereby designated as a regular
      interest in REMIC I-2. The Class LTI2-R Interest is hereby designated as the
      sole class of residual interest in REMIC I-2. The Class LTI2-R Interest shall
      be
      represented by the Class R Certificate. The entitlement of the Class R
      Certificate to payments of principal and interest shall be attributable to
      its
      representation of the Class LTI2-R Interest.

     

    The
      REMIC I-2 Regular Interests and the Class LTI2-R Interest are referred to herein
      as the REMIC I-2 Interests

     

    Group
      II REMICs

     

    REMIC
      II-1

     

    REMIC
      II-1 shall hold as its assets all rights related to Mortgage Group II (other
      than rights to Prepayment Penalty Amounts). 

     

    Each
      of
      the REMIC II-1 Interests set forth below (other than the Class LTII1-R Interest)
      is referred to herein as a REMIC II-1 Regular Interest and is hereby designated
      as a regular interest in REMIC II-1. The Class LTII1-R Interest is hereby
      designated as the sole class of residual interest in REMIC II-1.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    The
      following table specifies the class designation, interest rate, principal amount
      and related Pool for each class of REMIC II-1 Interests:

     

    
      	
              REMIC
                II-1

              Class
                Designation

            	
               

              Interest
                Rate

            	
              Initial
                Class or Principal Amount

            	
              Related
                Pool or Pools 

            
	 	 	 	 
	
              LTII1-3A

            	
              (1)

            	
              $149,529.7900

            	
              Pool
                3

            
	
              LTII1-3B

            	
              (2)

            	
              $2,848,319.7900

            	
              Pool
                3 

            
	
              LTII1-4A

            	
              (1)

            	
              $43,896.3098

            	
              Pool
                4

            
	
              LTII1-4B

            	
              (3)

            	
              $836,106.3098

            	
              Pool
                4

            
	
              LTII1-Z

            	
              (1)

            	
              $364,564,757.7804

            	
              N/A

            
	
              LTII1-R

            	
              (4)

            	
              (4)

            	
              N/A

            


    

    _________________________

     

    
      	 	
              (1)

            	
              For
                any Distribution Date, the interest rate for these interests shall
                be a
                per annum rate equal to the weighted average of the Net Mortgage
                Rates of
                all the Mortgage Loans in Mortgage Group II at the beginning of the
                related Due Period, weighted on the basis of their respective Scheduled
                Principal Balances.

            


    

     

    
      	 	
              (2)

            	
              For
                any Distribution Date, the interest rate for the Class LTII1-3B Interest
                shall be the Net WAC for Pool 3 for such Distribution
                Date.

            


    

     

    
      	 	
              (3)

            	
              For
                any Distribution Date, the interest rate for the Class LTII1-4B Interest
                shall be the Net WAC for Pool 4 for such Distribution
                Date.

            


    

     

    
      	 	
              (4)

            	
              The
                Class LTII1-R Interest shall represent the sole class of residual
                interest
                in REMIC II-1. The Class LTII1-R Interest will not have a principal
                amount
                or an interest rate. The Class LTII1-R Interest shall be represented
                by
                the Class R Certificate.

            


    

     

    Distributions
      shall be deemed to be made to the REMIC II-1 Regular Interests first, so as
      to
      keep the uncertificated principal balance of each REMIC II-1 Regular Interest
      ending with the designation “B” equal to 1% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans in the related Mortgage Pool; second, to each
      REMIC II-1 Regular Interest ending with the designation “A” so that the
      uncertificated principal balance of each such REMIC II-1 Regular Interest is
      equal to 1% of the excess of (x) the aggregate Scheduled Principal Balance
      of
      the Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
      Principal Amounts of the Certificate Group related to such Mortgage Pool (except
      that if 1% of any such excess is greater than the principal amount of the
      corresponding REMIC II-1 Regular Interest ending with the designation “A”, the
      least amount of principal shall be distributed to such REMIC II-1 Regular
      Interests such that the REMIC II-1 Subordinated Balance Ratio is maintained);
      and finally, any remaining principal to the Class LTII1-Z Interest. Realized
      Losses shall be applied after all distributions have been made on each
      Distribution Date first, so as to keep the uncertificated principal balance
      of
      each REMIC II-1 Regular Interest ending with the designation “B” equal to 1% of
      the aggregate Scheduled Principal Balance of the Mortgage Loans in the related
      Mortgage Pool; second, to each REMIC II-1 Regular Interest ending with the
      designation “A” so that the uncertificated principal balance of each such REMIC
      II-1 Regular Interest is equal to 1% of the excess of (x) the aggregate
      Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool
      over (y) the aggregate Class Principal Amounts of the Certificate Group related
      to such Mortgage Pool (except that if 1% of any such excess is greater than
      the
      principal amount of the corresponding REMIC II-1 Regular Interest ending with
      the designation “A”, the least amount of Realized Losses shall be allocated to
      such REMIC II-1 Regular Interests such that the REMIC II-1 Subordinated Balance
      Ratio is maintained); and third, the remaining Realized Losses shall be
      allocated to the Class LTII1-Z Interest. All computations with respect to any
      REMIC II-1 Interest shall be taken out to eight decimal places.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    If
      on any
      Distribution Date there is an increase in the Certificate Principal Amount
      of
      any Class of Group II Certificates as a result of the proviso in the definition
      of Certificate Principal Amount, then, prior to distributions of principal
      and
      allocations of losses on such Distribution Date with respect to REMIC II-1,
      there shall be a corresponding increase in the principal amount of the REMIC
      II-1 Regular Interests, with such increase allocated among the REMIC II-1
      Regular Interests as follows: (i) first, to each REMIC II-1 Regular Interest
      ending with the designation “B” so as to keep the uncertificated principal
      balance of such REMIC II-1 Regular Interest equal to 1% of the aggregate
      Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool,
      (ii) second, to each REMIC II-1 Regular Interest ending with the designation
      “A”, so that the uncertificated principal balance of each such REMIC II-1
      Regular Interest is as close as possible to (but does not exceed) 1% of the
      excess of (x) the aggregate Scheduled Principal balance of the Mortgage Loans
      in
      the related Mortgage Pool over (y) the aggregate Class Principal Amounts of
      the
      Senior Certificates of the Certificate Group related to such Mortgage Pool;
      provided, however, that (a) the REMIC II-1 Subordinated Balance Ratio is
      maintained and (b) amounts allocated to any REMIC II-1 Regular Interest pursuant
      to this clause (ii) shall not exceed the amount of any previous realized losses
      allocated to such REMIC II-1 Regular Interest not previously offset by
      distributions or increases in the principal amount of such REMIC II-1 Regular
      Interest and (iii) finally, all remaining increases are allocated to the Class
      LTII1-Z Interest.

     

    REMIC
      II-2

    


    REMIC
      II-2 shall hold as its assets the several classes of uncertificated REMIC II-1
      Regular Interests.

     

    Each
      of the REMIC II-2 Interests set forth below (other than the Class LTII2-R
      Interest) is referred to herein as a REMIC II-2 Regular Interest and is hereby
      designated as a regular interest in REMIC II-2. The Class LTII2-R Interest
      is
      hereby designated as the sole class of residual interest in REMIC
      II-2.

     

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    The
      following table specifies the class designation, interest rate, principal amount
      and Classes of Corresponding Certificates or REMIC II-3 Interests for each
      class
      of REMIC II-2 Interests:

     

    
      	
              REMIC
                II-2

              Class
                Designation

            	
               

              Initial
                Balance

            	
              Pass-Through
                Rate

            	
              Corresponding
                Certificates orREMIC
                II-3 Interests 

            
	 	 	 	 
	
              LTII2-3A1

            	
              $200,000,000.00

            	
              (1)

            	
              3-A1,
                3-ASI Interest

            
	
              LTII2-3AF

            	
              $54,927,000.00

            	
              (1)

            	
              3-AF,
                3-ASII Interest

            
	
              LTII2-3A2

            	
              $14,952,000.00

            	
              (1)

            	
              3-A2

            
	
              LTII2-4A1

            	
              $74,832,000.00

            	
              (2)

            	
              4-A1,
                4-AX

            
	
              LTII2-4A2

            	
              $4,389,000.00

            	
              (2)

            	
              4-A2

            
	
              LTII2-B1II

            	
              $8,288,000.00

            	
              (3)

            	
              B1-II

            
	
              LTII2-B2II

            	
              $3,684,000.00
                

            	
              (3)

            	
              B2-II

            
	
              LTII2-B3II

            	
              $2,763,000.00

            	
              (3)

            	
              B3-II

            
	
              LTII2-B4II

            	
              $1,842,000.00
                

            	
              (3)

            	
              B4-II

            
	
              LTII2-B5II

            	
              $1,473,000.00
                

            	
              (3)

            	
              B5-II

            
	
              LTII2-B6II

            	
              $1,292,609.98
                

            	
              (3)

            	
              B6-II

            
	
              LTII2-R

            	
              (4)

            	
              (4)

            	
              N/A

            


    

     

    _______________________

     

    
      	 	
              (1)

            	
              For
                any Distribution Date, the interest rate for the Class LTII2-3A1
                Interest,
                Class LTII2-3AF Interest and the Class LTII2-3A2 Interest shall be
                a per
                annum rate equal to the Net WAC for Pool 3 for such Distribution
                Date.

            


    

     

    
      	 	
              (2)

            	
              For
                any Distribution Date, the interest rate for the Class LTII2-4A1
                Interest
                and the Class LTII2-4A2 Interest shall be a per annum rate equal
                to the
                Net WAC for Pool 4 for such Distribution
                Date.

            


    

     

    
      	 	
              (3)

            	
              For
                any Distribution Date, the interest rate for each of the Class LTII2-B1II,
                Class LTII2-B2II, Class LTII2-B3II, Class LTII2-B4II, Class LTII2-B5II
                and
                Class LTII2-B6II Interests shall be a per annum rate equal to the
                Pool 3-4
                Underlying Subordinate Rate for such Distribution
                Date.

            


    

     

    
      	 	
              (4)

            	
              The
                Class LTII2-R Interest shall represent the sole class of residual
                interest
                in REMIC II-2. The Class LTII2-R Interest will not have a principal
                amount
                or an interest rate. The Class LTII2-R Interest shall be represented
                by
                the Class R Certificate.

            


    

     

    Principal
      and interest shall be payable to, and shortfalls, losses and prepayments are
      allocable to, the REMIC II-2 Regular Interests as such amounts are payable
      and
      allocable to the Corresponding Certificates or REMIC II-3 Interests
      (disregarding payments to the Class 3-AF Certificates in respect of Excess
      REMIC
      Payments). Notwithstanding the preceding sentence, (i) the first $0.98 of losses
      with respect to principal on the Mortgage Loans in Mortgage Group II shall
      be
      allocated to the Class LTII2-B6II Interest and (ii) immediately preceding any
      payment to the Class R Certificate pursuant to Section 5.02(e) attributable
      to
      principal received with respect to any Mortgage Loan in Mortgage Group II,
      a
      payment shall be treated as made to the Class LTII2-B6II Interest in reduction
      of the principal balance thereof, if any, to zero.

     

    If
      on any Distribution Date there is an increase in the Certificate Principal
      Amount of any Class of Group II Certificates as a result of the proviso in
      the
      definition of Certificate Principal Amount, then there shall be a corresponding
      increase in the principal amount of the corresponding REMIC II-2 Regular
      Interest.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    REMIC
      II-3

    


    REMIC
      II-3 shall hold as its assets the several classes of uncertificated REMIC II-2
      Regular Interests.

     

    Each
      REMIC II-3 Regular Interest is hereby designated as a regular interest in REMIC
      II-3. The Class LTII3-R Interest is hereby designated as the sole class of
      residual interest in REMIC II-3. The Class LTII3-R Interest shall be represented
      by the Class R Certificate.

     

    The
      REMIC II-3 Regular Interests and the Class LTII3-R Interest are referred to
      herein as the REMIC II-3 Interests.

     

    Solely
      for purposes of the REMIC Provisions, the Class 3-AS Certificates shall
      represent two regular interests in REMIC II-3: (i) the Class 3-ASI Interest
      and
      (ii) the Class 3-ASII Interest. The Class 3-AS Certificates shall also represent
      the obligation to make payments to the Class 3-AF Certificates in respect of
      Excess REMIC Payments.

     

    Solely
      for purposes of the REMIC Provisions, the Class 3-ASI Interest shall be a
      regular interest in REMIC II-3 and shall represent a “specified portion” of the
      interest accrued on the Class LTII2-3A1 Interest. Such “specified portion” shall
      equal all interest accruing on the Class LTII2-3A1 Interest in excess of the
      interest accruing thereon at a variable rate equal to (i) for each Distribution
      Date through the Distribution Date in June 2016, 6.00% per annum and (ii) for
      each Distribution Date thereafter, the Net WAC for Pool 3. The Class 3-ASI
      Interest shall be represented by the Class 3-AS Certificates.

     

    Solely
      for purposes of the REMIC Provisions, the Class 3-ASII Interest shall be a
      regular interest in REMIC II-3 and shall represent a “specified portion” of the
      interest accrued on the Class LTII2-3AF Interest. Such “specified portion” shall
      equal all interest accruing on the Class LTII2-3AF Interest in excess of the
      interest accruing thereon at a variable rate equal to (i) for each Distribution
      Date through the Distribution Date in June 2016, the lesser of (x) LIBOR plus
      0.30% per annum and (y) 8.00% per annum and (ii) for each Distribution Date
      thereafter, LIBOR plus 0.30%. The Class 3-ASII Interest shall be represented
      by
      the Class 3-AS Certificates.

     

    Solely
      for purposes of the REMIC Provisions, the Class 4-AX Certificates shall
      represent a “specified portion” of the interest accrued on the Class LTII2-4A1
      Interest.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    The
      Certificates

     

    The
      following table specifies the Class designation, Certificate Interest Rate
      or
      initial Class Principal Amount or Class Notional Amount, and minimum
      denomination (by dollar amount or Percentage Interest) for each Class of
      Certificates representing the interests in the Trust Fund created
      hereunder.

    


    
      	
               

              Class
                Designation

            	
              Certificate
                

              Interest
                Rate

            	
              Initial
                Class Principal Amount or Class Notional
                Amount

            	
               

              Minimum
                Denomination

            
	 	 	 	 
	
              Class
                1-A1

            	
              (1)

            	
              $102,144,000

            	
              $25,000

            
	
              Class
                1-A2

            	
              (1)

            	
              $6,312,000

            	
              $25,000

            
	
              Class
                2-A1

            	
              (2)

            	
              $153,483,000

            	
              $25,000

            
	
              Class
                2-A2

            	
              (2)

            	
              $9,484,000

            	
              $25,000

            
	
              Class
                3-A1

            	
              (3)

            	
              $200,000,000

            	
              $25,000

            
	
              Class
                3-AF

            	
              (4)

            	
              $54,927,000

            	
              $25,000

            
	
              Class
                3-A2

            	
              (5)

            	
              $14,952,000

            	
              $25,000

            
	
              Class
                3-AS

            	
              (6)

            	
              $54,927,000

            	
              $25,000

            
	
              Class
                4-A1

            	
              (7)

            	
              $74,832,000

            	
              $25,000

            
	
              Class
                4-A2

            	
              (8)

            	
              $4,389,000

            	
              $25,000

            
	
              Class
                4-AX

            	
              0.469546374%(9)

            	
              $74,832,000

            	
              $25,000

            
	
              Class
                B1-I

            	
              (10)

            	
              $6,749,000

            	
              $100,000

            
	
              Class
                B2-I 

            	
              (10)

            	
              $3,015,000

            	
              $100,000

            
	
              Class
                B3-I 

            	
              (10)

            	
              $2,297,000

            	
              $100,000

            
	
              Class
                B4-I 

            	
              (10)

            	
              $1,436,000

            	
              $250,000

            
	
              Class
                B5-I 

            	
              (10)

            	
              $1,292,000

            	
              $250,000

            
	
              Class
                B6-I 

            	
              (10)

            	
              $1,009,461

            	
              $250,000

            
	
              Class
                B1-II 

            	
              (11)

            	
              $8,288,000

            	
              $100,000

            
	
              Class
                B2-II 

            	
              (11)

            	
              $3,684,000

            	
              $100,000

            
	
              Class
                B3-II 

            	
              (11)

            	
              $2,763,000

            	
              $100,000

            
	
              Class
                B4-II 

            	
              (11)

            	
              $1,842,000

            	
              $250,000

            
	
              Class
                B5-II 

            	
              (11)

            	
              $1,473,000

            	
              $250,000

            
	
              Class
                B6-II 

            	
              (11)

            	
              $1,292,609

            	
              $250,000

            
	
              Class
                R

            	
              (1)

            	
              $100

            	
              $100

            
	
              Class
                P-I

            	
              (12)

            	
              (12)

            	
              25%

            
	
              Class
                P-II

            	
              (13)

            	
              (13)

            	
              25%

            


    

    ___________________________

     

    
      
        	 	
                (1)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  R, Class
                  1-A1 and Class 1-A2 Certificates shall be a per annum rate equal
                  to the
                  Net WAC for Pool 1 for such Distribution
                  Date.

              


      

       

      
        	 	
                (2)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  2-A1 and
                  Class 2-A2 Certificates shall be a per annum rate equal to the
                  Net WAC for
                  Pool 2 for such Distribution Date.

              


      

       

      
        	 	
                (3)

              	
                For
                  any Distribution Date on or prior to the Distribution Date in June
                  2016,
                  the Certificate Interest Rate on the Class 3-A1 Certificates shall
                  be a
                  per annum rate equal to the lesser of (i) 6.00% and (ii) the Net
                  WAC for
                  Pool 3 for such Distribution Date. Beginning with the Distribution
                  Date in
                  July 2016 and for each Distribution Date thereafter, the Certificate
                  Interest Rate on the Class 3-A1 Certificates shall be a per annum
                  rate
                  equal to the Net WAC for Pool 3 for such Distribution Date.
                  

              


      

       

      
        	 	
                (4)

              	
                For
                  any Distribution Date on or prior to the Distribution Date in June
                  2016,
                  the Certificate Interest Rate on the 3-AF Certificates shall be
                  a per
                  annum rate equal to the least of (i) LIBOR plus 0.30%, (ii) 8.00%
                  and
                  (iii) the Class 3-AF Available Funds Cap for such Distribution
                  Date.
                  Beginning with the Distribution Date in July 2016 and for each
                  Distribution Date thereafter, the Certificate Interest Rate on
                  the Class
                  3-AF Certificates shall be a per annum rate equal to the lesser
                  of (i)
                  LIBOR plus 0.30% and (ii) the Class 3-AF Available Funds
                  Cap.

              


      

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	 	
                (5)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  3-A2
                  Certificates shall be a per annum rate equal to the Net WAC for
                  Pool 3 for
                  such Distribution Date.

              


      

       

      
        	 	
                (6)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  3-AS
                  Certificates shall be a per annum rate equal to the excess, if
                  any, of (x)
                  the Class 3-AF Available Funds Cap for such Distribution Date over
                  (y) the
                  Certificate Interest Rate for the Class 3-AF Certificates for such
                  Distribution Date. For any Distribution Date, the Class Notional
                  Amount of
                  the Class 3-AS Certificates will be equal to the Class Principal
                  Amount of
                  the Class 3-AF Certificates. The initial Class Notional Amount
                  of the
                  Class 3-AS Certificates is
                  $54,927,000.

              


      

       

      
        	 	
                (7)

              	
                For
                  any Distribution Date on or prior to the Distribution Date in June
                  2016,
                  the Certificate Interest Rate on the Class 4-A1 Certificates shall
                  be a
                  per annum rate equal to the Net WAC for Pool 4 for such Distribution
                  Date
                  less 0.469546374%. Beginning with the Distribution Date in July
                  2016 and
                  for each Distribution Date thereafter, the Certificate Interest
                  Rate on
                  the Class 4-A1 Certificates shall be a per annum rate equal to
                  the Net WAC
                  for Pool 4 for such Distribution Date.


              


      

       

      
        	 	
                (8)

              	
                For
                  any Distribution Date, the Certificate Interest Rate on the Class
                  4-A2
                  Certificates shall be a per annum rate equal to the Net WAC for
                  Pool 4 for
                  such Distribution Date.

              


      

       

      
        	 	
                (9)

              	
                For
                  any Distribution Date on or prior to the Distribution Date in June
                  2016,
                  the Certificate Interest Rate on the Class 4-AX Certificates shall
                  be a
                  per annum rate equal to 0.469546374%. Thereafter, the Class 4-AX
                  Certificates will not accrue interest and will not be entitled
                  to any
                  distributions related to subsequent Distribution Dates. For any
                  Distribution Date, the Class Notional Amount of the Class 4-AX
                  Certificates will be equal to Class Principal Amount of the Class
                  4-A1
                  Certificates. The initial Class Notional Amount of the Class 4-AX
                  Certificates is $74,832,000.

              


      

       

      
        	 	
                (10)

              	
                For
                  any Distribution Date, the Certificate Interest Rate for the Class
                  B1-I,
                  Class B2-I, Class B3-I, Class B4-I, Class B5-I and Class B6-I Certificates
                  shall be equal to an annual rate equal to the Pool 1-2 Underlying
                  Subordinate Rate.

              


      

       

      
        	 	
                (11)

              	
                For
                  any Distribution Date, the Certificate Interest Rate for the Class
                  B1-II,
                  Class B2-II, Class B3-II, Class B4-II, Class B5-II and Class B6-II
                  Certificates shall be equal to an annual rate equal to the Pool
                  3-4
                  Underlying Subordinate Rate.

              


      

       

      
        	 	
                (12)

              	
                The
                  Class P-I Certificates will be entitled to receive Prepayment Penalty
                  Amounts paid by borrowers upon voluntary full or partial prepayment
                  of the
                  Mortgage Loans in Pool 1
                  and Pool 2.

              


      

      
         

        
          	 	
                  (13)

                	
                  The
                    Class P-II Certificates will be entitled to receive Prepayment
                    Penalty
                    Amounts paid by borrowers upon voluntary full or partial prepayment
                    of the
                    Mortgage Loans in Pool 3 and Pool
                    4.

                


        

         

      

    

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $655,664,171.71.

     

    For
      purposes hereof, each pool of Mortgage Loans constitutes a fully separate and
      distinct sub-trust.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Master Servicer, the Securities Administrator 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 or master 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 Securities Administrator
      (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.

     

    Accretion
      Directed Certificate:
      Not
      applicable.

     

    Accretion
      Termination Date:
      Not
      applicable.

     

    Accrual
      Amount:
      Not
      applicable.

     

    Accrual
      Certificate:
      Not
      applicable.

     

    Accrual
      Component:
      Not
      applicable.

     

    Accrual
      Period:
      With
      respect to any Distribution Date and any Class of Certificates (other than
      the
      Class 3-AF and Class 3-AS Certificates), REMIC I-1 Interests, REMIC I-2
      Interests, REMIC II-1 Interests, REMIC II-2 Interests and REMIC II-3 Interests,
      the calendar month immediately preceding the month in which such Distribution
      Date occurs. For the Class 3-AS and Class 3-AF Certificates, the period
      beginning with the immediately preceding Distribution Date (or from July 25,
      2006 in the case of the first Distribution Date) and ending the day immediately
      preceding the related Distribution Date. All calculations of interest will
      be
      made on the basis of a 360 day year and twelve 30 day months.

     

    Accrued
      Certificate Interest:
      As to
      any Class of Certificates and any Distribution Date, the amount of interest
      accrued at its Interest Rate during the related Accrual Period on (in the case
      of each Class other than any Class of Notional Certificates) the related Class
      Principal Amount immediately prior to such Distribution Date or, in the case
      of
      any Class of Notional Certificates, the Class Notional Amount for such
      Distribution Date, as reduced by such Class’s share of the interest portion of
      (i) any Excess Losses for the related Mortgage Pool or Mortgage Pools for such
      Distribution Date and (ii) any Relief Act Reduction for the related Mortgage
      Pool or Mortgage Pools for such Distribution Date, in each case allocable among
      the Senior Certificates of the related Certificate Group and the related
      Subordinate Certificates proportionately based on (1) in the case of the Senior
      Certificates, the Accrued Certificate Interest otherwise distributable thereon,
      and (2) in the case of the Group I Subordinate Certificates and the Group II
      Subordinate Certificates interest accrued (at the Underlying Subordinate Rate
      for the relevant Mortgage Pool) on their respective Apportioned Principal
      Balances. All calculations of interest on each Class of Certificates and each
      of
      the REMIC I-1 Interests, REMIC I-2 Interests, REMIC II-1 Interests, REMIC II-2
      Interests and REMIC II-3 Interests shall be calculated on the basis of a 360-day
      year consisting of twelve 30-day months. The interest shall accrue during the
      related Accrual Period.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Act:
      As
      defined in Section 3.03(c).

     

    Additional
      Collateral:
      None.

     

    Additional
      Collateral Servicing Agreement:
      None.

     

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

     

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

     

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

     

    Advance:
      An
      advance of the aggregate of payments of principal and interest, the Master
      Servicing Fee and the applicable Servicing Fee on one or more Mortgage Loans
      that were due on the Due Date in the related Due Period and not received as
      of
      the close of business on the related Determination Date, required to be made
      by
      or on behalf of the Master Servicer and the related Servicer (or by the
      Securities Administrator solely in its capacity as successor master servicer
      in
      accordance with Section 6.14) pursuant to Section 5.04.

     

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

     

    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.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Aggregate
      Master Servicing Compensation:
      Not
      applicable.

     

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

     

    Aggregate
      Subordinate Percentage:
      With
      respect to any Distribution Date, the sum of the Class Principal Amounts of
      the
      Group I Subordinate Certificates or the Group II Subordinate Certificates,
      as
      applicable, immediately prior to such date divided by the sum of the Pool
      Balances for all of the Mortgage Pools in the related Mortgage Group for the
      immediately preceding Distribution Date (or, in the case of the first
      Distribution Date, the Cut-off Date).

     

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

     

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

     

    AP
      Percentage:
      Not
      applicable.

     

    AP
      Principal Distribution Amount:
      Not
      applicable.

     

    Applicants:
      As
      defined in Section 8.02(b).

     

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

     

    Associated
      Mortgage Loan:
      Not
      applicable.

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument, in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect the sale of the Mortgage to
      the
      Trustee, which assignment, notice of transfer or equivalent instrument may
      be in
      the form of one or more blanket assignments covering the Mortgage Loans secured
      by Mortgaged Properties located in the same jurisdiction, if permitted by law;
      provided, however, that the Trustee shall not be responsible for determining
      whether any such assignment is in recordable form.

     

    Aurora:
      Aurora
      Loan Services LLC or its successor in interest, in its capacity as a
      Servicer.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


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

     

    Authorized
      Officer:
      Not
      applicable.

     

    Available
      Distribution Amount:
      As to
      each Mortgage Pool and on any Distribution Date, the sum of the following
      amounts:

     

    (i) the
      total
      amount of all cash received by the Master Servicer through the Remittance Date
      applicable to each Servicer and deposited with the Securities Administrator
      by
      the Master Servicer by the Deposit Date for such Distribution Date on the
      Mortgage Loans of such Mortgage Pool (including proceeds of any Insurance Policy
      and any other credit support relating to such Mortgage Loans and including
      any
      Subsequent Recovery), plus all Advances made by the Master Servicer or any
      Servicer (or the Securities Administrator, solely in its capacity as successor
      Master Servicer) for such Distribution Date and Mortgage Pool, any Compensating
      Interest Payment for such date and Mortgage Pool, any amounts received with
      respect to any Additional Collateral, if any, or any surety bond, if any,
      related thereto and any amounts paid by any Servicer in respect of Prepayment
      Interest Shortfalls in respect of the related Mortgage Loans for such date,
      but
      not including:

     

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

     

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

     

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

     

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

     

    (E) all
      fees
      and amounts due or reimbursable to the Master Servicer, the Trustee (or its
      custodian), the Securities Administrator, the Custodian or a Servicer pursuant
      to the terms of this Agreement, the applicable Custodial Agreement or the
      applicable Servicing Agreement (other than the Securities Administrator Fee)
      related specifically to such Mortgage Pool or if applicable to all Mortgage
      Pools, then the pro rata portion of any such amounts based on the Pool Balance
      of such Mortgage Pool and the Aggregate Principal Balance;

     

    (F) [Reserved];

     

    (G) [Reserved];

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


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

     

    (ii) any
      other
      payment made by the Master Servicer, any Servicer, the Securities Administrator,
      the Trustee, the Seller, the Depositor, or any other Person with respect to
      such
      Distribution Date (including the Purchase Price or PPTL Purchase Price with
      respect to any Mortgage Loan purchased by the Seller, the Depositor or any
      other
      Person).

     

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

     

    Balloon
      Mortgage Loan:
      Not
      applicable.

     

    Balloon
      Payment:
      Not
      applicable.

     

    Bankruptcy:
      As to
      any Person, the making of an assignment for the benefit of creditors, the filing
      of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent,
      the entry of an order for relief in a bankruptcy or insolvency proceeding,
      the
      seeking of reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief, or seeking, consenting to or acquiescing in
      the
      appointment of a trustee, receiver or liquidator, dissolution, or termination,
      as the case may be, of such Person pursuant to the provisions of either the
      United States Bankruptcy Code of 1986, as amended, or any other similar state
      laws.

     

    Bankruptcy
      Coverage Termination Date:
      As to
      any Mortgage Pool, the Distribution Date on which the applicable Bankruptcy
      Loss
      Limit has been reduced to zero (or less than zero).

     

    Bankruptcy
      Loss Limit:
      As of
      the Cut-off Date, $100,000 for Pools 1 and 2 and $120,529 for Pools 3 and 4,
      which amounts shall each be reduced from time to time by the amount of
      Bankruptcy Losses in the related Pool or Pools that are allocated to the related
      Certificates until the applicable Bankruptcy Coverage Termination
      Date.

     

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

     

    Basis
      Risk Shortfall Protected Certificate:
      Not
      applicable.

     

    Basis
      Risk Shortfall:
      Not
      applicable.

     

    Blanket
      Mortgage:
      Not
      applicable.

     

    Book-Entry
      Certificates:
      Beneficial interests in Certificates designated as “Book-Entry Certificates” in
      this Agreement, ownership and transfers of which shall be evidenced or made
      through book entries by a Clearing Agency as described in Section 3.09;
      provided, that after the occurrence of a condition whereupon book-entry
      registration and transfer are no longer permitted and Definitive Certificates
      are to be issued to Certificate Owners, such Book-Entry Certificates shall
      no
      longer be “Book-Entry Certificates.” As of the Closing Date, all of the Classes
      of Certificates listed in the table in the Preliminary Statement entitled “The
      Certificates,” other than the Class R and Class P Certificates, will constitute
      Book-Entry Certificates.

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    Certificate
      Group:
      The
      Group 1 Certificates (which are related to Pool 1), the Group 2 Certificates
      (which are related to Pool 2), the Group 3 Certificates (which are related
      to
      Pool 3) or the Group 4 Certificates (which are related to Pool 4), as
      applicable.

     

    Certificate
      Interest Rate:
      With
      respect to each Class of Certificates and any Distribution Date, the applicable
      per annum rate specified or determined as provided 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 a Notional Certificate, at the time of
      determination, the maximum specified dollar amount of principal to which the
      Holder thereof is then entitled hereunder, such amount being equal to the
      initial principal amount set forth on the face of such Certificate (plus, in
      the
      case of any Negative Amortization Certificate, any Deferred Interest allocated
      thereto on previous Distribution Dates, and plus, in the case of any Accrual
      Certificate, its Percentage Interest of any related Accrual Amount for each
      previous Distribution Date), less the amount of all principal distributions
      previously made with respect to such Certificate, and all Realized Losses
      allocated to such Certificate and, in the case of a Subordinate Certificate,
      any
      Subordinate Certificate Writedown Amount allocated to such Certificates;
provided,
      however, that on any Distribution Date on which a Subsequent Recovery for a
      Mortgage Pool is distributed, the Certificate Principal Amount of any Class
      of
      related Certificates then outstanding for which any Realized Loss or any
      Subordinate Certificate Writedown Amount has been applied will be increased,
      in
      order of seniority, by an amount equal to the lesser of (i) the amount the
      Class
      of Certificates has been reduced by any Realized Losses or any Subordinate
      Certificate Writedown Amount which have not been previously offset by any
      Subsequent Recovery pursuant to this proviso and (ii) the total amount of any
      Subsequent Recovery for such Mortgage Pool distributed on such date to
      Certificateholders (as
      reduced (x) by increases in the Certificate Principal Amount of more senior
      Classes of Certificates related to such Mortgage Pool on such Distribution
      Date
      and (y) to reflect a proportionate amount of what would (but for this clause
      (y)
      have been the increases in the Certificate Principal Amount of Classes of
      Certificates related to such Mortgage Pool of equal seniority on such
      Distribution Date). For purposes of Article V hereof, unless specifically
      provided to the contrary, Certificate Principal Amounts shall be determined
      as
      of the close of business of the immediately preceding Distribution Date, after
      giving effect to all distributions made on such date. Notional Certificates
      are
      issued without Certificate Principal Amounts.

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    Class:
      All
      Certificates bearing the same class designation, and, in the case of REMIC
      I-1,
      REMIC I-2, REMIC II-1, REMIC II-2 or REMIC II-3, all interests bearing the
      same
      designation.

     

    Class
      3-A1 Specified Portion:
      For
      each Distribution Date, the quotient of (x) the Class Principal Amount of the
      Class 3-A1 Certificates, without giving effect to distributions on such
      Distribution Date, divided by (y) the Class Principal Amount of the Class 3-AF
      Certificates, without giving effect to distributions on such Distribution Date.
      For each Distribution Date, the Class 3-A1 Specified Portion will be equal
      to
      3.6411964972. 

     

    Class
      3-AF Available Funds Cap:
      For
      each Distribution Date on or prior to the Distribution Date in June 2016, an
      annual rate equal to the excess of (1) the product of (a) the Net WAC for Pool
      3
      for such Distribution Date and (b) the Class 3-AF Specified Portion over (2)
      the
      product of (a) the Certificate Interest Rate on the Class 3-A1 Certificates
      for
      such Distribution Date and (b) the Class 3-A1 Specified Portion. Beginning
      with
      the Distribution Date in July 2016 and for each Distribution Date thereafter,
      an
      annual rate equal to the Net WAC for Pool 3 for such Distribution
      Date.

     

    Class
      3-AF Specified Portion:
      For
      each Distribution Date, the quotient of (x) the aggregate Class Principal Amount
      of the Class 3-A1 and Class 3-AF Certificates, without giving effect to
      distributions on such Distribution Date, divided by (y) the Class Principal
      Amount of the Class 3-AF Certificates, without giving effect to distributions
      on
      such Distribution Date. For each Distribution Date, the Class 3-AF Specified
      Portion will be equal to 4.6411964972. 

     

    Class
      3-ASI Interest:
      A “regular interest” in REMIC II-3 entitled to a “specified portion” of
the
      interest accrued on the Class LTII2-3A1 Interest. Such “specified portion” shall
      equal all interest accruing on the Class LTII2-3A1 Interest in excess of the
      interest accruing thereon at a variable rate equal to (i) for each Distribution
      Date through the Distribution Date in June 2016, 6.00% per annum and (ii) for
      each Distribution Date thereafter, the Net WAC for Pool 3. The Class 3-ASI
      Interest shall be represented by the Class 3-AS Certificates.

     

    Class
      3-ASII Interest:
      A “regular interest” in REMIC II-3 entitled to a “specified portion” of
the
      interest accrued on the Class LTII2-3AF Interest. Such “specified portion” shall
      equal all interest accruing on the Class LTII2-3AF Interest in excess of the
      interest accruing thereon at a variable rate equal to (i) for each Distribution
      Date through the Distribution Date in June 2016, the lesser of (x) LIBOR plus
      0.30% per annum and (y) 8.00% per annum and (ii) for each Distribution Date
      thereafter, LIBOR plus 0.30% per annum. The Class 3-ASII Interest shall be
      represented by the Class 3-AS Certificates.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Class
      AP Certificate:
      None.

     

    Class
      AP Deferred Amount:
      Not
      applicable.

     

    Class
      B Certificate:
      Any
      Class B1-I, Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I, Class
      B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II or Class B6-II
      Certificate.

     

    Class
      Notional Amount:
      With
      respect to each Class of Notional Certificates the applicable class notional
      amount calculated as provided in the Preliminary Statement hereto.

     

    Class
      P Certificate:
      Any
      Class P-I or Class P-II Certificate.

     

    Class
      Percentage:
      With
      respect to each Class of Subordinate Certificates, for each Distribution Date,
      the percentage obtained by dividing the Class Principal Amount of such Class
      immediately prior to such Distribution Date by the sum of the Class Principal
      Amounts of all Certificates related to the same Mortgage Group immediately
      prior
      to such date.

     

    Class
      Principal Amount:
      With
      respect to each Class of Certificates other than any Class of Notional
      Certificates, the aggregate of the Certificate Principal Amounts of all
      Certificates of such Class at the date of determination. With respect to each
      Class of Notional Certificates and the Class P Certificates, zero.

     

    Clearing
      Agency:
      An
      organization registered as a “clearing agency” pursuant to Section 17A of the
      Securities Exchange Act of 1934, as amended. 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, société anonyme, and any successor thereto.

     

    Closing
      Date:
      July
      31, 2006.

     

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

     

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

     

    Commission:
      The
      Securities and Exchange Commission.

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


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

     

    Component:
      Not
      applicable.

     

    Component
      Certificate:
      Not
      applicable.

     

    Component
      Notional Amount:
      Not
      applicable.

     

    Component
      Principal Amount:
      Not
      applicable.

     

    Component
      Writedown Amount:
      Not
      applicable.

     

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

     

    Conventional
      Loan:
      Not
      applicable.

     

    Converted
      Mortgage Loan:
      Not
      applicable.

     

    Convertible
      Mortgage Loan:
      Not
      applicable.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Cooperative
      Shares:
      Shares
      issued by a Cooperative Corporation.

     

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

     

    Corporate
      Trust Office:
      With
      respect to the Trustee, the principal corporate trust office of the Trustee
      located at Corporate Trust Services, One Federal Street, Third Floor, Boston,
      Massachusetts 02110, Attention: SARM 2006-7, or at such other address as the
      Trustee may designate from time to time by notice to the Certificateholders,
      the
      Depositor, the Master Servicer and the Securities Administrator or the principal
      corporate trust office of any successor Trustee. With respect to the Securities
      Administrator for purposes of presentment of Certificates for registration
      of
      transfer, exchange or final payment, Wells Fargo Bank, National Association,
      Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
      SARM
      2006-7.

     

    Corresponding
      Class:
      Not
      applicable.

     

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

     

    Credit
      Support Depletion Date:
      The
      Distribution Date on which, after giving effect to all distributions on such
      date, the aggregate Certificate Principal Amount of the Group I Subordinate
      Certificates or Group II Subordinate Certificates, as applicable, is reduced
      to
      zero.

     

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

     

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

     

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

     

    Cut-off
      Date:
      July 1,
      2006.

     

    Cut-off
      Date Aggregate Principal Balance:
      Not
      applicable.

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction of the Scheduled Payment that the
      related Mortgagor is obligated to pay on any Due Date as a result of any
      proceeding under Bankruptcy law or any similar proceeding. The principal portion
      of Debt Service Reductions will not be allocated in reduction of the Certificate
      Principal Amounts of any Certificates.

     

    Deferred
      Interest:
      None.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Designated
      Rate:
      Not
      applicable.

     

    Determination
      Date:
      With
      respect to each Distribution Date, the Remittance Date immediately preceding
      such Distribution Date.

     

    Direct
      Obligations:
      As
      defined in the definition of Eligible Investments.

     

    Discount
      Mortgage Loan:
      None.

     

    Disqualified
      Organization:
      Either
      (i) the United States, (ii) any state or political subdivision thereof, (iii)
      any foreign government, (iv) any international organization, (v) any agency
      or
      instrumentality of any of the foregoing, (vi) any tax-exempt organization (other
      than a cooperative described in section 521 of the Code) which is exempt from
      the tax imposed by Chapter 1 of the Code unless such organization is subject
      to
      the tax imposed by section 511 of the Code, (vii) any organization described
      in
      section 1381(a)(2)(C) of the Code, (viii) any “electing large partnership”
described in section 775 of the Code, or (ix) any other entity designated as
      a
      Disqualified Organization by relevant legislation amending the REMIC Provisions
      and in effect at or proposed to be effective as of the time of the
      determination. In addition, a corporation will not be treated as an
      instrumentality of the United States or of any state or political subdivision
      thereof if all of its activities are subject to tax and, with the exception
      of
      the Federal Home Loan Mortgage Corporation, a majority of its board of directors
      is not selected by such governmental unit.

     

    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 August
      2006.

     

    DTC:
      The
      Depository Trust Company.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    (vi) a
      Qualified GIC;

     

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

     

    (viii) any
      other
      demand, money market fund, common trust fund or time deposit or obligation,
      or
      interest-bearing or other security or investment (including those managed or
      advised by the Securities Administrator or an Affiliate thereof), (A) rated
      in
      the highest rating category by each Rating Agency (if rated by such Rating
      Agency) or (B) that would not adversely affect the then current rating by either
      Rating Agency of any of the Certificates 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 for which the Trustee,
      the Securities Administrator, the Master Servicer or an affiliate thereof serves
      as an investment advisor, administrator, shareholder servicing agent, and/or
      custodian or subcustodian, notwithstanding that (i) any such Person or an
      Affiliate thereof charges and collects fees and expenses from such funds for
      services rendered, (ii) any such Person or an Affiliate thereof charges and
      collects fees and expenses for services rendered pursuant to this Agreement,
      and
      (iii) services performed for such funds and pursuant to this Agreement may
      converge at any time. The Trustee specifically authorizes any such Person or
      an
      Affiliate thereof to charge and collect from the Trust Fund such fees as are
      collected from all investors in such funds for services rendered to such funds
      (but not to exceed investment earnings thereon);

     

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

     


    
      
        
        

      

      
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    ERISA:
      The
      Employee Retirement Income Security Act of 1974, as amended, and as it may
      be
      further amended from time to time, any successor statutes thereto, and
      applicable U.S. Department of Labor regulations issued pursuant thereto in
      temporary or final form.

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that would satisfy
      the requirements of the Underwriter’s Exemption, except, in relevant part, for
      the requirement that the certificates have received a rating at the time of
      acquisition that is in one of the three (or four, in the case of a “designated
      transaction”) highest generic rating categories by at least one of the Rating
      Agencies.

     

    ERISA-Restricted
      Certificate:
      Any
      Class P-I, Class P-II, Class B4-I, Class B5-I, Class B6-I, Class B4-II, Class
      B5-II or Class B6-II Certificate and any other Certificate, as long as the
      acquisition and holding of such Certificate is not covered by and exempt under
      the Underwriter’s Exemption.

     

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

     

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

     

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

     

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

     

    Excess
      REMIC Payments:
      With
      respect to each Distribution Date on or prior to the Distribution Date in June
      2016, in the case of the Class 3-AF Certificates, the excess, if any, of (i)
      the
      Accrued Certificate Interest with respect to such Class over (ii) the interest
      that would have been payable with respect to such Class at a per annum interest
      rate equal to the least of (i) LIBOR plus 0.30%, (ii) 8.00% and (iii) the Net
      WAC for Pool 3.

     

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

     

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

     

    Extended
      Period:
      As
      defined in Section 10.04(b).

     

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

     


    
      
        
        

      

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

     

    Final
      Scheduled Distribution Date:
      For the
      Certificates (other than the Class 4-AX Certificates), the Distribution Date
      in
      August 2036. For the Class 4-AX Certificates, the Distribution Date in June
      2016. 

     

    Financial
      Intermediary:
      Not
      applicable.

     

    First
      Payment Default Loan:
      Any
      Mortgage Loan which does not make the first payment due to the Seller within
      the
      time frame required under the PPTLS and which is identified on Schedule B
      hereof.

     

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

     

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

     

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

     

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

     

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

     

    Fraud
      Loss Limit:
      With
      respect to any Distribution Date (x) prior to the first anniversary of the
      Cut-off Date, $5,774,431.00 for Mortgage Group I, less the aggregate of Fraud
      Losses in Mortgage Group I since the Cut-off Date, and (y) from the first
      anniversary to the fifth anniversary of the Cut-off Date, an amount equal to
      (1)
      the lesser of (a) the Fraud Loss Limit as of the most recent anniversary of
      the
      Cut-off Date and (b) 1.00% of the aggregate principal balance of all the
      Mortgage Loans in Mortgage Group I as of the most recent anniversary of the
      Cut-off Date less (2) the aggregate of Fraud Losses in Mortgage Group I since
      the most recent anniversary of the Cut-off Date. On or after the fifth
      anniversary of the Cut-off Date, the Fraud Loss Limit shall be zero. With
      respect to any Distribution Date (x) prior to the first anniversary of the
      Cut-off Date, $7,368,852.00 for Mortgage Group II, less the aggregate of Fraud
      Losses in Mortgage Group II since the Cut-off Date, (y) from the first
      anniversary to the fifth anniversary of the Cut-off Date, an amount equal to
      (1)
      the lesser of (a) the Fraud Loss Limit as of the most recent anniversary of
      the
      Cut-off Date and (b) 1.00% of the aggregate principal balance of all the
      Mortgage Loans in Mortgage Group II as of the most recent anniversary of the
      Cut-off Date less (2) the aggregate of Fraud Losses in Mortgage Group II since
      the most recent anniversary of the Cut-off Date. On or after the fifth
      anniversary of the Cut-off Date, the Fraud Loss Limit shall be
      zero.

     

    Funding
      Account:
      The
      account defined in Section 5.06 herein.

     


    
      
        
        

      

      
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    Funding
      Amount:
      The
      amount paid by the Depositor to the Securities Administrator for deposit into
      the Funding Account on the Closing Date pursuant to Section 5.06, which amount
      is $474,533.89. The Funding Amount is calculated as the difference between
      the
      Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date and
      the
      aggregate Certificate Principal Amount of the Certificates as of the Closing
      Date, as adjusted for rounding ($472,000.00) plus 30 days accrued interest
      on
      that amount ($2,533.89). For purposes of distributions to Certificateholders
      pursuant to Section 5.06, the Funding Amount with respect to Pool 2 shall equal
      a principal amount of $472,000.00 plus thirty (30) days accrued interest on
      such
      principal amount at the Net WAC for Pool 2 for the first Distribution Date.
      To
      the extent that the total amount on deposit in the Funding Account exceeds
      the
      Funding Amount, such excess shall be distributed to the Depositor as described
      in Section 5.06.

     

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

     

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

     

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

     

    Grantor
      Trust Assets:
      Any
      Prepayment Penalty Amounts collected with respect to Pool 1, Pool 2, Pool 3
      or
      Pool 4.

     

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

     

    Group
      1:
      All of
      the Group 1 Certificates.

     

    Group
      1 Certificate:
      Any
      Class 1-A1, Class 1-A2 or Class R Certificate. The Group 1 Certificates are
      related to Pool 1.

     

    Group
      2:
      All of
      the Group 2 Certificates.

     

    Group
      2 Certificate:
      Any
      Class 2-A1 or Class 2-A2 Certificate. The Group 2 Certificates are related
      to
      Pool 2.

     

    Group
      3:
      All of
      the Group 3 Certificates.

     

    Group
      3 Certificate:
      Any
      Class 3-A1, Class 3-AF, Class 3-A2 or Class 3-AS Certificate. The Group 3
      Certificates are related to Pool 3.

     

    Group
      4:
      All of
      the Group 4 Certificates.

     

    Group
      4 Certificate:
      Any
      Class 4-A1, Class 4-A2 or Class 4-AX Certificate. The Group 4 Certificates
      are
      related to Pool 4.

     

    Group
      I Certificate:
      Any of
      the Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class B1-I, Class B2-I,
      Class B3-I, Class B4-I, Class B5-I, Class B6-I or Class R
      Certificates.

     


    
      
        
        

      

      
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    Group
      I Subordinate Certificate:
      Any of
      the Class B1-I, Class B2-I, Class B3-I, Class B4-I, Class B5-I or Class B6-I
      Certificates.

     

    Group
      II Certificate:
      Any of
      the Class 3-A1, Class 3-AF, Class 3-A2, Class 3-AS, Class 4-A1, Class 4-A2,
      Class 4-AX, Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II
      or
      Class B6-II Certificates.

     

    Group
      II Subordinate Certificate:
      Any of
      the Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II or Class
      B6-II Certificates.

     

    Group
      Subordinate Amount:
      With
      respect to any Mortgage Pool and any Distribution Date, the excess, if any,
      of
      the Pool Balance of such Mortgage Pool for the immediately preceding
      Distribution Date (or in the case of the first Distribution Date, the aggregate
      Scheduled Principal Balance of the Mortgage Loans in such Mortgage Pool as
      of
      the Cut-off Date) over the sum of the aggregate of the Certificate Principal
      Amounts of the Senior Certificates of the related Certificate Group immediately
      prior to the related Distribution Date.

     

    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, or any
      Affiliate thereof shall be deemed not to be outstanding in determining whether
      the requisite percentage necessary to effect any such consent has been obtained,
      except that, in determining whether the Trustee shall be protected in relying
      upon any such consent, only Certificates which a Responsible Officer of the
      Trustee knows to be so owned shall be disregarded. The Trustee may request
      and
      conclusively rely on certifications by the Depositor, the Master Servicer or
      any
      Servicer in determining whether any Certificates are registered to an Affiliate
      of the Depositor, the Master Servicer or such Servicer,
      respectively.

     

    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 Securities and Exchange Commission’s Regulation
      S-X. When used with respect to any other Person, a Person who (a) is in fact
      independent of another specified Person and any Affiliate of such other Person,
      (b) does not have any material direct financial interest in such other Person
      or
      any Affiliate of such other Person, and (c) is not connected with such other
      Person or any Affiliate of such other Person as an officer, employee, promoter,
      underwriter, trustee, partner, director or Person performing similar
      functions.

     

    Initial
      LIBOR Rate:
      5.4000%
      per annum.

     

    Initial
      MTA Rate:
      Not
      applicable.

     

    Initial
      Net Mortgage Rate:
      Not
      applicable.

     


    
      
        
        

      

      
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    Initial
      Senior Enhancement Percentage:
      5.50%
      for Mortgage Group I and 5.25% for Mortgage Group II.

     

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

     

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

     

    Interest
      Distribution Amount:
      Not
      applicable.

     

    Interest
      Shortfall:
      With
      respect to any Class of Certificates and any Distribution Date, any Accrued
      Certificate Interest not distributed (or added to principal) with respect to
      any
      previous Distribution Date, other than any Net Prepayment Interest
      Shortfalls.

     

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

     

    IRS:
      The
      Internal Revenue Service.

     

    Latest
      Possible Maturity Date:
      The
      Distribution Date in July 2036.

     

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

     

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

     

    If
      on
      such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
      appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
      Telerate Page 3750 is not available on such date, the Securities Administrator
      will obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.”
If such rate is not published for such LIBOR Determination Date, LIBOR for
      such
      date will be the most recently published Interest Settlement Rate. In the event
      that the BBA no longer sets an Interest Settlement Rate, the Securities
      Administrator will designate an alternative index that has performed, or that
      the Securities Administrator expects to perform, in a manner substantially
      similar to the BBA’s Interest Settlement Rate. The Securities Administrator will
      select a particular index as the alternative index only if it receives an
      Opinion of Counsel, 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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    The
      establishment of LIBOR by the Securities Administrator and the Securities
      Administrator’s subsequent calculation of the Certificate Interest Rate
      applicable to the LIBOR Certificates for the relevant Accrual Period, in the
      absence of manifest error, will be final and binding.

     

    LIBOR
      Available Funds Cap:
      Not
      applicable.

     

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

     

    LIBOR
      Certificate:
      Any
      Class 3-AF or Class 3-AS Certificate.

     

    LIBOR
      Component:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

    Losses:
      As
      defined in Section 10.03.

     

    Maintenance:
      Not
      applicable.

     

    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.

     


    
      
        
        

      

      
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    Master
      Servicing Fee:
      As to
      any Distribution Date and each Mortgage Loan, an amount equal to the product
      of
      the Master Servicing Fee Rate and the Scheduled Principal Balance of such
      Mortgage Loan as of the first day of the related Due Period. The Master
      Servicing Fee for any Mortgage Loan shall be payable in respect of any
      Distribution Date solely from the interest portion of the Scheduled Payment
      or
      other payment or recovery with respect to such Mortgage Loan.

     

    Master
      Servicing Fee Rate:
      With
      respect to each Mortgage Loan (other than any Participation), 0.000% 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 agent for the holder from
      time to time of the Mortgage Note.

     

    Moody’s:
      Not
      applicable.

     

    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
      100SM
      Loan:
      Not
      applicable.

     

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

     

    Mortgage
      Group:
      Either
      of Mortgage Group I or Mortgage Group II.

     

    Mortgage
      Group I:
      Pool 1
      and Pool 2, collectively.

     

    Mortgage
      Group II:
      Pool 3
      and Pool 4, collectively.

     

    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. In addition, as used herein the term “Mortgage Loan” includes
      the Participations, except where otherwise specified or where the context
      requires otherwise.

     

    Mortgage
      Loan Sale Agreement:
      The
      agreement, dated as of July 1, 2006, for the sale of certain Mortgage Loans
      by
      Lehman Brothers Holdings 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.
      The
      Mortgage Loan Schedule shall include, among other information agreed upon by
      the
      Depositor, the Master Servicer, the applicable Servicer, the Securities
      Administrator and the Trustee, data fields specifying the terms and method
      of
      calculation of any Prepayment Penalty Amount with respect to each Mortgage
      Loan.
      The Depositor shall be responsible for providing the Trustee, the Master
      Servicer and the Securities Administrator with all amendments to the Mortgage
      Loan Schedule.

     


    
      
        
        

      

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

     

    Mortgage
      Pool:
      Any of
      Pool 1, Pool 2, Pool 3 or Pool 4.

     

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

     

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

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Negative
      Amortization:
      Not
      applicable.

     

    Negative
      Amortization Certificate:
      None.

     

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

     

    Net
      Mortgage Rate:
      With
      respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum
      of
      the applicable Master Servicing Fee Rate, Servicing Fee Rate, Securities
      Administrator Fee Rate and any mortgage insurance premium rate (if
      applicable).

     

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

     

    Net
      WAC:
      With
      respect to each Mortgage Pool or portion thereof and any Distribution Date,
      the
      weighted average of Net Mortgage Rates of the Mortgage Loans in the related
      Mortgage Pool or portion thereof at the beginning of the related Due Period,
      weighted on the basis of their Scheduled Principal Balances at the beginning
      of
      the related Due Period.

     


    
      
        
        

      

      
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    Non-AP
      Percentage:
      Not
      applicable.

     

    Non-AP
      Senior Certificate:
      Not
      applicable.

     

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

     

    Non-Discount
      Mortgage Loan:
      None.

     

    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 (i) a citizen or resident of the United States; (ii) a
      corporation (or entity treated as a corporation for tax purposes) created or
      organized in the United States or under the laws of the United States or of
      any
      state thereof, including, for this purpose, the District of Columbia; (iii)
      a
      partnership (or entity treated as a partnership for tax purposes) organized
      in
      the United States or under the laws of the United States or of any state
      thereof, including, for this purpose, the District of Columbia (unless provided
      otherwise by future Treasury regulations); (iv) an estate whose income is
      includible in gross income for United States income tax purposes regardless
      of
      its source; or (v) a trust, if a court within the United States is able to
      exercise primary supervision over the administration of the trust and one or
      more U.S. Persons have authority to control all substantial decisions of the
      trust. Notwithstanding the last clause of the preceding sentence, to the extent
      provided in Treasury regulations, certain trusts in existence on August 20,
      1996, and treated as U.S. Persons prior to such date, may elect to continue
      to
      be U.S. Persons.

     

    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 3-AS or 4-AX Certificate.

     

    Notional
      Component:
      Not
      applicable.

     

    Offering
      Document:
      Either
      of the private placement memorandum dated July 28, 2006 relating to the Class
      B4-I, Class B5-I, Class B6-I, Class B4-II, Class B5-II and Class B6-II
      Certificates, or the Prospectus.

     

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

     

    One-Year
      MTA:
      Not
      applicable.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, reasonably acceptable in form and substance to
      the
      Trustee, and who may be in-house or outside counsel to the Depositor, the Master
      Servicer or the applicable Servicer but which must be Independent outside
      counsel with respect to any such opinion of counsel concerning the transfer
      of
      any Residual Certificate or concerning certain matters with respect to ERISA,
      or
      the taxation, or the federal income tax status, of each REMIC. For purpose
      of
      Section 2.01(c)(i), the Opinion of Counsel referred to therein may take the
      form
      of a memorandum of law or other acceptable assurance.

     


    
      
        
        

      

      
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    Original
      Credit Support Percentage:
      With
      respect to any Class of Subordinate Certificates, the Credit Support Percentage
      with respect to such Class on the Closing Date.

     

    Original
      Group Subordinate Amount:
      As to
      any Mortgage Pool, the Group Subordinate Amount for such Mortgage Pool as of
      the
      first Distribution Date.

     

    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.

     

    Originators:
      American Home Mortgage Corp., American Sterling Bank, Alliance Bancorp, Bay
      Capital Corporation, BSM Financial, LP, CCO Mortgage Corp., Countrywide Home
      Loans, Inc., GreenPoint Mortgage Funding, Inc., Family Lending Services, Inc.,
      Impac Funding Corporation, Lehman Brothers Bank, FSB, Ohio Savings Bank,
      Washington Mutual Bank and Wells Fargo Bank, N.A. and their successors and
      assigns and any other originator contemplated by Item 1110 (§ 229.1110) of
      Regulation AB. 

     

    Parent
      PowerSM
      Loan:
      Not
      applicable.

     

    Participation
      Agreement:
      Not
      applicable.

     

    Participation:
      Not
      applicable.

     

    Participation
      Schedule:
      Not
      applicable.

     

    Participation
      Master Servicer:
      Not
      applicable.

     

    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 and the related Class, such Certificate’s percentage
      interest in the undivided beneficial ownership interest in the Trust Fund
      evidenced by all Certificates of the same Class as such Certificate. With
      respect to any Certificate other than a Notional Certificate, the Percentage
      Interest evidenced thereby shall equal the initial Certificate Principal Amount
      thereof divided by the initial Class Principal Amount of all Certificates of
      the
      same Class. With respect to any Notional Certificate and any Class P
      Certificate, the Percentage Interest evidenced thereby shall be as specified
      on
      the face thereof.

     

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

     


    
      
        
        

      

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

     

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

     

    Plan:
      As
      defined in Section 3.03(d).

     

    Placement
      Agent:
      Lehman
      Brothers Inc.

     

    Plan
      Asset Regulations:
      Not
      applicable.

     

    Pledged
      Asset Loan-to-Value Ratio:
      Not
      applicable.

     

    Pledged
      Asset Mortgage Loan:
      Not
      applicable.

     

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

     

    Pool
      1-2 Underlying Subordinate Rate:
      The
      weighted average of the Underlying Subordinate Rate for Pool 1 and Pool 2
      weighted by the corresponding Group Subordinate Amounts.

     

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

     

    Pool
      3:
      The
      aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as
      being included in Pool 3.

     

    Pool
      3-4 Underlying Subordinate Rate:
      The
      weighted average of the Underlying Subordinate Rate for Pool 3 and Pool 4
      weighted by the corresponding Group Subordinate Amounts.

     

    Pool
      4:
      The
      aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as
      being included in Pool 4.

     

    Pool
      Balance:
      As to
      each Mortgage Pool and any Distribution Date, the sum of the Scheduled Principal
      Balance of the Mortgage Loans included in such Mortgage Pool.

     

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

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date and (x) any Principal Prepayment in part and,
      with respect to those Mortgage Loans serviced by Servicers other than Aurora,
      any Principal Prepayment in full, (y) any Principal Prepayment in full with
      respect to those Mortgage Loans serviced by Aurora if received on or after
      the
      seventeenth 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 and (z) any Principal Prepayment
      in full or in part with respect to those Mortgage Loans serviced by Countrywide
      Home Loans Servicing LP if received on or after the second 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 Mortgage
      Rate (after giving effect to any applicable Relief Act Reduction), as reduced
      by
      the applicable Servicing Fee Rate and the Master Servicing Fee Rate on the
      outstanding principal balance of such Mortgage Loan immediately prior to such
      prepayment and (ii) the amount of interest actually received with respect to
      such Mortgage Loan in connection with such Principal Prepayment.

     


    
      
        
        

      

      
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    Prepayment
      Penalty Amounts:
      With
      respect to any Distribution Date, all premiums or charges paid by the obligors
      under the related Mortgage Notes due to Principal Prepayments collected by
      the
      applicable Servicer during the immediately preceding Prepayment Period, if
      any.

     

    Prepayment
      Period:
      For
      each Distribution Date and for any Principal Prepayment in part or in full
      (including any liquidation) (except Principal Prepayments in part or in full
      received by Countrywide Home Loans Servicing LP and Principal Prepayments in
      full received by Aurora), the calendar month immediately preceding the month
      in
      which such Distribution Date occurs. For each Distribution Date and a Principal
      Prepayment in full (including any liquidation) received by Aurora, the period
      from the seventeenth (or, in the case of the first Distribution Date, the first)
      day of the month immediately preceding the month of such Distribution Date
      through the sixteenth day of the month of such Distribution Date. For each
      Distribution Date and for a Principal Prepayment in part or in full (including
      any liquidation) received by Countrywide Servicing related to each Distribution
      Date, the 2nd
      day (or,
      in the case of the first Distribution Date, the 1st)
      of the
      calendar month immediately preceding the month in which such Distribution Date
      occurs through the first day of the calendar month in which such Distribution
      Date occurs.

     

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

     

    Principal
      Amount Schedules:
      Not
      applicable.

     

    Principal
      Only Certificate:
      Not
      applicable.

     

    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 applicable Servicing Agreement.

     

    Proceeding:
      Not
      applicable.

     

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

     


    
      
        
        

      

      
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    Prospectus:
      The
      prospectus supplement dated July 28, 2006, together with the accompanying
      prospectus dated June 2, 2006, relating to the Senior Certificates and the
      Class
      B1-I, Class B2-I, Class B3-I, Class B1-II, Class B2-II and Class B3-II
      Certificates.

     

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

     

    PPTLS:
      As to
      any First Payment Default Mortgage Loan, the
      purchase price and terms letters between a Transferor and Lehman Brothers Bank,
      FSB, as described in the Mortgage Loan Sale Agreement.

     

    Purchase
      Price:
      With
      respect to the repurchase of a Mortgage Loan pursuant to this Agreement, an
      amount equal to the sum of (a) 100% of the unpaid principal balance of such
      Mortgage Loan, (b) accrued interest thereon at the Mortgage Rate, from the
      date
      as to which interest was last paid to (but not including) the Due Date
      immediately preceding the next Distribution Date, (c) any unreimbursed Servicing
      Advances with respect to such Mortgage Loan and (d) any costs and damages
      incurred by the Trust Fund in connection with any violation by such Mortgage
      Loan of any predatory- or abusive-lending law. The Master Servicer or the
      applicable Servicer (or the Securities Administrator, if applicable) shall
      be
      reimbursed from the Purchase Price for any Mortgage Loan or related REO Property
      for any Advances made with respect to such Mortgage Loan that are reimbursable
      to the Master Servicer, such Servicer or the Securities Administrator under
      this
      Agreement or the applicable Servicing Agreement, as well as any unreimbursed
      Servicing Advances and accrued and unpaid Master Servicing Fees or Servicing
      Fees, as applicable.

     

    QIB:
      As
      defined in Section 3.03(c).

     

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

     

    (b) 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;

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    Qualified
      Insurer:
      Not
      applicable.

     

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

     


    
      
        
        

      

      
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    Rating
      Agency:
      Each of
      S&P or Fitch.

     

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

     

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

     

    Record
      Date:
      With
      respect to any Distribution Date and each Class of Certificates other than
      the
      Class 3-AF and Class 3-AS Certificates, the close of business on the last
      Business Day of the month immediately preceding the month in which such
      Distribution Date occurs. With respect to any Distribution Date and the Class
      3-AF and Class 3-AS Certificates, the close of business on the Business Day
      immediately preceding such Distribution Date.

     

    Redemption
      Certificate:
      None.

     

    Reference
      Banks:
      Not
      applicable.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    REMIC
      I-1:
      REMIC
      I-1 as described in the Preliminary Statement hereto.

     

    REMIC
      I-1 Interest:
      Any one
      of the classes of REMIC I-1 Interests described in the Preliminary Statement
      hereto.

     

    REMIC
      I-1 Regular Interest:
      Each of
      the REMIC I-1 Interests other than the Class LTI1-R Interest.

     

    REMIC
      I-1 Subordinated Balance Ratio:
      As of any Distribution Date, the ratio among the uncertificated principal
      balances of each of the REMIC I-1 Regular Interests ending with the designation
      “A” that is equal to the ratio among, with respect to each such REMIC I-1
      Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance
      of
      the Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
      Principal Amounts of the Senior Certificates of the Certificate Group related
      to
      such Mortgage Pool (after giving effect to distributions on such Distribution
      Date).

     

    REMIC
      I-2:
      REMIC
      I-2 as described in the Preliminary Statement hereto.

     


    
      
        
        

      

      
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    REMIC
      I-2 Interest:
      Any one
      of the classes of REMIC I-2 Interests described in the Preliminary Statement
      hereto.

     

    REMIC
      I-2 Regular Interest:
      Each of
      the REMIC I-2 Interests other than the Class LTI2-R Interest.

     

    REMIC
      II-1:
      REMIC
      II-1 as described in the Preliminary Statement hereto.

     

    REMIC
      II-1 Interest:
      Any one
      of the classes of REMIC II-1 Interests as described in the Preliminary Statement
      hereto.

     

    REMIC
      II-1 Regular Interest:
      Each of
      the REMIC II-1 Interests other than the Class LTII1-R Interest.

     

    REMIC
      II-1 Subordinated Balance Ratio:
      As of any Distribution Date, the ratio among the uncertificated principal
      balances of each of the REMIC II-1 Regular Interests ending with the designation
      “A” that is equal to the ratio among, with respect to each such REMIC II-1
      Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance
      of
      the Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
      Principal Amounts of the Senior Certificates of the Certificate Group related
      to
      such Mortgage Pool (after giving effect to distributions on such Distribution
      Date).

     

    REMIC
      II-2:
      REMIC
      II-2 as described in the Preliminary Statement hereto.

     

    REMIC
      II-2 Interest:
      Any one
      of the classes of REMIC II-2 Interests as described in the Preliminary Statement
      hereto.

     

    REMIC
      II-2 Regular Interest:
      Each of
      the REMIC II-2 Interests other than the Class LTII2-R Interest.

     

    REMIC
      II-3:
      REMIC II-3 as described in the Preliminary Statement hereto.

     

    REMIC
      II-3 Interest:
      Any one of the classes of REMIC II-3 Regular Interests and the Class LTII3-R
      Interest as described in the Preliminary Statement hereto.

     

    REMIC
      II-3 Regular Interest:
      Each of (i) each Class of Group II Certificates (other than the Class 3-AF
      Certificates and the Class 3-AS Certificates), (ii) each of the Class 3-ASI
      Interest and the Class 3-ASII Interest and (iii) the
      uncertificated REMIC regular interest represented by the rights associated
      with
      the Class 3-AF Certificates other than rights to receive payments in respect
      of
      Excess REMIC Payments.

     

    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.

     


    
      
        
        

      

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

     

    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
      Sevicer:
      As
      defined in Section 6.20(e)(i).

     

    Repurchase
      Price:
      As
      defined in Section 7.01.

     

    Reserve
      Interest Rate:
      Not
      applicable.

     

    Reset
      Date:
      Not
      applicable.

     

    Residual
      Certificate:
      Any
      Class R Certificate.

     

    Responsible
      Officer:
      When
      used with respect to the Trustee, any officer within its corporate trust
      department having direct responsibility for the administration of this Agreement
      and any other officer to whom a matter arising under this Agreement may be
      referred.

     

    Restricted
      Certificate:
      Any
      Class B4-I, Class B5-I, Class B6-I, Class B4-II, Class B5-II or Class B6-II
      Certificate but excluding any Regulation S Global Security.

     

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

     

    Rounding
      Account:
      Not
      applicable.

     

    Rules:
      As
      defined in Section 6.20(d).

     

    S&P:
      Standard & Poor’s, 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 the Sarbanes-Oxley Act, as amended from time to time.

     

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

     


    
      
        
        

      

      
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    Scheduled
      Principal Amount:
      Not
      applicable.

     

    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 Due Period,
      whether or not received from the Mortgagor or advanced by the applicable
      Servicer or the Master Servicer, and all amounts allocable to unscheduled
      principal payments (including Principal Prepayments, Net Liquidation Proceeds,
      Insurance Proceeds and condemnation proceeds, in each case to the extent
      identified and applied prior to or during the applicable Prepayment Period)
      and
      (ii) any REO Property as of any Distribution Date, the Scheduled Principal
      Balance of the related Mortgage Loan on the Due Date immediately preceding
      the
      date of acquisition of such REO Property by or on behalf of the Trustee (reduced
      by any amount applied as a reduction of principal on the Mortgage Loan). With
      respect to any Mortgage Loan as of the Cut-off Date, as specified in the
      Mortgage Loan Schedule or the Participation Schedule, as the case may
      be.

     

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

     

    Securities
      Administrator Fee:
      As to
      any Distribution Date and each Mortgage Loan, an amount equal to the product
      of
      the Securities Administrator Fee Rate and the Scheduled Principal Balance of
      such Mortgage Loan as of the first day of the related Due Period.

     

    Securities
      Administrator Fee Rate:
      0.0095%
      per annum.

     

    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 or any successor in interest.

     

    Senior
      Certificate:
      Any
      Group 1 Certificate, Group 2 Certificate, Group 3 Certificate or Group 4
      Certificate. 

     

    Senior
      Enhancement Percentage:
      For
      each Mortgage Group for any Distribution Date the percentage equivalent of
      a
      fraction, the numerator of which is the related Group Subordinate Amount or
      Group Subordinate Amounts and the denominator of which is the related Pool
      Balance or Pool Balances of such Mortgage Group for the immediately preceding
      Distribution Date.

     


    
      
        
        

      

      
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    Senior
      Percentage:
      With
      respect to each Mortgage Pool and any Distribution Date, the percentage
      equivalent of the fraction, the numerator of which is the aggregate of the
      Certificate Principal Amounts of the Group 1 Certificates, in the case of Pool
      1, the Group 2 Certificates, in the case of Pool 2, the Group 3 Certificates,
      in
      the case of Pool 3 or the Group 4 Certificates, in the case of Pool 4, in each
      case immediately prior to such Distribution Date and the denominator of which
      is
      the related Pool Balance for the immediately preceding Distribution
      Date.

     

    Senior
      Prepayment Percentage:
      With
      respect to each of Pools 1 through 4 for any Distribution Date occurring during
      the seven years beginning on the first Distribution Date, 100%, except as
      described herein below. With respect to each of Mortgage Pools 1 through 4
      for
      any Distribution Date occurring on or after the seventh anniversary of the
      first
      Distribution Date, the related Senior Percentage plus the following percentage
      of the related Subordinate Percentage for such Distribution Date: for any
      Distribution Date in the first year thereafter, 70%; for any Distribution Date
      in the second year thereafter, 60%; for any Distribution Date in the third
      year
      thereafter, 40%; for any Distribution Date in the fourth year thereafter, 20%;
      and for any subsequent Distribution Date, 0%; provided, however, (i) if on
      any
      of the foregoing Distribution Dates the Senior Enhancement Percentage for
      Mortgage Group I or Mortgage Group II, as applicable, is less than the related
      Initial Senior Enhancement Percentage, the Senior Prepayment Percentage for
      each
      Mortgage Pool in Mortgage Group I or Mortgage Group II, as applicable, on such
      Distribution Date shall once again equal 100%, (ii) unless the condition
      described in clause (i) has occurred, if on any Distribution Date before the
      Distribution Date in August 2009, prior to giving effect to any distributions
      on
      such Distribution Date, the Senior Enhancement Percentage for Mortgage Group
      I
      or Mortgage Group II, as applicable, for such Distribution Date is greater
      than
      or equal to twice the related Initial Senior Enhancement Percentage, then the
      Senior Prepayment Percentage for each Mortgage Pool in Mortgage Group I or
      Mortgage Group II, as applicable, for such Distribution Date will equal the
      related Senior Percentage plus 50% of the related Subordinate Percentage for
      such Mortgage Pool and (iii) unless the condition described in clause (i) has
      occurred, if on any Distribution Date on or after the Distribution Date in
      August 2009, prior to giving effect to any distributions on such Distribution
      Date, the Senior Enhancement Percentage for Mortgage Group I or Mortgage Group
      II, as applicable, for such Distribution Date is greater than or equal to twice
      the related Initial Senior Enhancement Percentage, then the Senior Prepayment
      Percentage for each Mortgage Pool in Mortgage Group I or Mortgage Group II,
      as
      applicable, on such Distribution Date will equal the related Senior
      Percentage.

     

    Notwithstanding
      the foregoing, no decrease in the Senior Prepayment Percentage for any Mortgage
      Pool in Mortgage Group I or Mortgage Group II, as applicable, below the
      respective levels in effect for the most recent prior period set forth in the
      paragraph above (calculated without regard to clause (ii) or clause (iii) of
      the
      paragraph above) shall be effective on any Distribution Date if, as of the
      first
      Distribution Date as to which any such decrease applies, (i) the average
      outstanding principal balance on such Distribution Date and for the preceding
      five Distribution Dates of all Mortgage Loans in the related Mortgage Pool
      that
      were delinquent 60 days or more (including for this purpose any Mortgage Loans
      in foreclosure and the Scheduled Payments that would have been due on Mortgage
      Loans with respect to which the related Mortgaged Property has been acquired
      by
      the Trust Fund if the related Mortgage Loan had remained in existence) is
      greater than or equal to 50% of the applicable Group Subordinate Amount
      immediately prior to such Distribution Date or (ii) cumulative Realized Losses
      with respect to the Mortgage Loans in the related Mortgage Pool exceed (a)
      with
      respect to each Distribution Date prior to the third anniversary of the first
      Distribution Date, 20% of the related Original Group Subordinate Amount, (b)
      with respect to each Distribution Date on or after the third anniversary and
      prior to the eighth anniversary of the first Distribution Date, 30% of the
      related Original Group Subordinate Amount, (c) with respect to each Distribution
      Date on or after the eighth anniversary and prior to the ninth anniversary
      of
      the first Distribution Date, 35% of the related Original Group Subordinate
      Amount, (d) with respect to each Distribution Date on or after the ninth
      anniversary and prior to the tenth anniversary of the first Distribution Date,
      40% of the related Original Group Subordinate Amount, (e) with respect to each
      Distribution Date on or after the tenth anniversary and prior to the eleventh
      anniversary of the first Distribution Date, 45% of the related Original Group
      Subordinate Amount, and (f) with respect to each Distribution Date on or after
      the eleventh anniversary of the first Distribution Date or thereafter, 50%
      of
      the related Original Group Subordinate Amount. After the Class Principal Amount
      of each Class of Senior Certificates in any Certificate Group has been reduced
      to zero, the Senior Prepayment Percentage for the related Mortgage Pool shall
      be
      0%.

     


    
      
        
        

      

      
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    Senior
      Principal Distribution Amount:
      For
      each Certificate Group and any Distribution Date, the sum of the following
      amounts:

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    If
      on any
      Distribution Date the Class Principal Amount of each Class of Senior
      Certificates in any Certificate Group has been reduced to zero, the Senior
      Principal Distribution Amount for such Certificate Group for such date
      (following such reduction) and each subsequent Distribution Date shall be
      zero.

     

    Servicer:
      Any
      Servicer that has entered into any of the Servicing Agreements attached as
      Exhibit E hereto, or any successor in interest. Initially, the Servicers are
      Aurora, Countrywide Home Loans Servicing LP, Washington Mutual Bank and Wells
      Fargo Bank, N.A.

     

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

     

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

     

    Servicing
      Agreement:
      Each
      Servicing Agreement between a Servicer and the Seller, dated as of July 1,
      2006,
      attached hereto in Exhibit E, and any other servicing agreement entered into
      between a successor servicer and the Seller or the Trustee pursuant to the
      terms
      hereof.

     

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

     

    Servicing
      Fee:
      With
      respect to each Servicer, the Servicing Fee specified in the applicable
      Servicing Agreement and set forth on the Mortgage Loan Schedule.

     

    Servicing
      Fee Rate:
      With
      respect to a Servicer, the Servicing Fee specified in the applicable Servicing
      Agreement.

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    Special
      Hazard Loss Limit:
      As of
      the Cut-off Date, $8,000,000 for Pools 1 and 2, and $6,000,000 for Pools 3
      and
      4, which amounts shall each be reduced from time to time to an amount equal
      on
      any Distribution Date to the lesser of (a) the greatest of (i) 1% of the
      aggregate of the Scheduled Principal Balances of the related Mortgage Loans;
      (ii) twice the Scheduled Principal Balance of the related Mortgage Loan having
      the highest Scheduled Principal Balance, and (iii) the aggregate Scheduled
      Principal Balances of the related Mortgage Loans secured by Mortgaged Properties
      located in the single California postal zip code area having the highest
      aggregate Scheduled Principal Balance of Mortgage Loans of any such postal
      zip
      code area and (b) the applicable Special Hazard Loss Limit as of the Closing
      Date less the amount, if any, of Special Hazard Losses incurred with respect
      to
      the related Mortgage Loans since the Closing Date.

     

    Specified
      Rating:
      Not
      applicable.

     

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

     

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

     

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

     

    Subordinate
      Certificate:
      Any
      Class B Certificate.

     

    Subordinate
      Certificate Writedown Amount:
      As to
      any Distribution Date, (x) with respect to the Group I Certificates, the amount
      by which (i) the sum of the Class Principal Amounts of all the Certificates
      related to Pool 1 and Pool 2 (after giving effect to the distribution of
      principal and the allocation of Realized Losses in reduction of the Certificate
      Principal Amounts of the Certificates related to Pool 1 and Pool 2 on such
      Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans in Pool 1 and Pool 2 for such Distribution Date or (y) with
      respect to the Group II Certificates, the amount by which (i) the sum of the
      Class Principal Amounts of all the Certificates related to Pool 3 and Pool
      4
      (after giving effect to the distribution of principal and the allocation of
      Realized Losses in reduction of the Certificate Principal Amounts of the
      Certificates related to Pool 3 and Pool 4 on such Distribution Date) exceeds
      (ii) the aggregate Scheduled Principal Balance of the Mortgage Loans in Pool
      3
      and Pool 4 for such Distribution Date.

     


    
      
        
        

      

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

     

    Subordinate
      Component Percentage:
      Not
      applicable.

     

    Subordinate
      Floating Rate Certificate Shortfall:
      Not
      applicable.

     

    Subordinate
      LIBOR Certificate:
      Not
      applicable.

     

    Subordinate
      Percentage:
      With
      respect to each Mortgage Pool and any Distribution Date, the difference between
      100% and the related Senior Percentage for such Distribution Date.

     

    Subordinate
      Prepayment Percentage:
      With
      respect to each Mortgage Pool and any Distribution Date, the difference between
      100% and the related Senior Prepayment Percentage for such Distribution
      Date.

     

    Subordinate
      Principal Distribution Amount:
      For
      each Mortgage Pool and any Distribution Date, the sum of the
      following:

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Surety:
      Not
      applicable.

     

    Surety
      Bond:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

    Transferor:
      Each
      seller of Mortgage Loans to Lehman Brothers Holdings pursuant to a Transfer
      Agreement.

     


    
      
        
        

      

      
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    Trust
      Fund:
      The
      corpus of the trust created pursuant to this Agreement, consisting of the
      Mortgage Loans, the assignment of the Depositor’s rights under the Mortgage Loan
      Sale Agreement and the Participation Agreement, the Participations, the
      Additional Collateral, such amounts as shall from time to time be held in the
      Collection Account, the Certificate Account, any Escrow Account, the Insurance
      Policies, any REO Property and the other items referred to in, and conveyed
      to
      the Trustee under, Section 2.01(a). The legal entity name of the Trust Fund
      shall be Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
      Certificates, Series 2006-7.

     

    Trust
      Rate:
      Not
      applicable.

     

    Trust
      REMIC:
      Any of
      REMIC I-1, REMIC I-2, REMIC II-1, REMIC II-2 or REMIC II-3.

     

    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 under this Agreement, and any successor thereto, and any
      corporation or national banking association resulting from or surviving any
      consolidation or merger to which it or its successors may be a party and any
      successor trustee as may from time to time be serving as successor trustee
      hereunder.

     

    Trustee
      Fee:
      A fixed
      annual fee of $3,500.00, which is paid by the Securities Administrator pursuant
      to Section 6.12.

     

    Trustee
      Fee Rate:
      Not
      applicable.

     

    Undercollateralization
      Distribution:
      As
      defined in Section 5.02(f)(ii)(A).

     

    Undercollateralized
      Group:
      With
      respect to any Distribution Date, the Senior Certificates of any Certificate
      Group as to which the aggregate Certificate Principal Amount thereof, after
      giving effect to distributions pursuant to Sections 5.02(a) and (b) on such
      date, is greater than the Pool Balance of the related Mortgage Pool for such
      Distribution Date.

     

    Underlying
      Subordinate Rate:
      For
      Pool 1, for each Distribution Date, the Pool 1 Net WAC; for Pool 2, for each
      Distribution Date, the Pool 2 Net WAC; for Pool 3, for each Distribution Date,
      the Pool 3 Net WAC; and for Pool 4, for each Distribution Date, the Pool 4
      Net
      WAC.

     

    Underwriter’s
      Exemption:
      Prohibited Transaction Exemption 91-14, 56 Fed. Reg. 7413 (1991), as amended
      (or
      any successor thereto), or any substantially similar administrative exemption
      granted by the U.S. Department of Labor.

     

    Unpaid
      Basis Risk Shortfall:
      Not
      applicable.

     

    Unpaid
      Subordinate Floating Rate Certificate Shortfall:
      Not
      applicable.

     

    Voting
      Interests:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions of this Agreement. At all
      times during the term of this Agreement until the Class Notional Amount of
      each
      Class of Notional Certificates has been reduced to zero, 93% of all Voting
      Interests shall be allocated to the Certificates other than the Notional
      Certificates and the Class P-I and Class P-II Certificates, 5% of all Voting
      Interests shall be allocated to the Notional Certificates, 1% shall be allocated
      to the Class P-I Certificates and 1% shall be allocated to the Class P-II
      Certificates. After the Class Notional Amounts of all Classes of Notional
      Certificates have been reduced to zero, 98% of all Voting Interests shall be
      allocated to the remaining Classes of Certificates other than the Class P-I
      and
      Class P-II Certificates. Voting Interests allocated to the Notional Certificates
      shall be allocated among the Classes of such Certificates (and among the
      Certificates of each such Class) in proportion to their Class Notional Amounts
      (or Notional Amounts). Voting Interests shall be allocated among the Class
      P-I
      and Class P-II Certificates in proportion to their Percentage Interest. Voting
      Interests shall be allocated among the other Classes of Certificates (and among
      the Certificates of each such Class) in proportion to their Class Principal
      Amounts (or Certificate Principal Amounts).

     

     


    
      
        
        

      

      
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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 distributions to be made to the Certificateholders
      as
      supplied to the Securities Administrator by the Master Servicer. The Securities
      Administrator shall not be required to recompute, verify or recalculate the
      information supplied to it by the Master Servicer.

     

    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
      (including the Participations). Such conveyance includes, without limitation,
      the right to all distributions of principal and interest received on or with
      respect to the Mortgage Loans on and after the Cut-off Date (other than payments
      of principal and interest due on or before such date), and all such payments
      due
      after such date but received prior to such date and intended by the related
      Mortgagors to be applied after such date, together with all of the Depositor’s
      right, title and interest in and to the Collection Account and all amounts
      from
      time to time credited to and the proceeds of the Collection Account, the
      Certificate Account and all amounts from time to time credited to and the
      proceeds of the Certificate Account, any Escrow Account established pursuant
      to
      Section 9.06 hereof and all amounts from time to time credited to and the
      proceeds of any such Escrow Account, any REO Property and the proceeds thereof,
      the Depositor’s rights under any Insurance Policies related to the Mortgage
      Loans, and the Depositor’s security interest in any collateral pledged to secure
      the Mortgage Loans, including the Mortgaged Properties and any Additional
      Collateral, and any proceeds of the foregoing, to have and to hold, in trust;
      and the Trustee declares that, subject to the review provided for in Section
      2.02, it (or a Custodian on its behalf) has received and shall hold the Trust
      Fund, as trustee, in trust, for the benefit and use of the Holders of the
      Certificates and for the purposes and subject to the terms and conditions set
      forth in this Agreement, and, concurrently with such receipt, the Certificates
      have been executed, authenticated and delivered to or upon the order of the
      Depositor, in exchange for the Trust Fund, in the authorized denominations
      evidencing the entire ownership of the Trust Fund.

     


    
      
        
        

      

      
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    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Sale Agreement; including all rights of the Seller under the applicable
      Servicing Agreement and any related Transfer Agreement (including the right
      to
      enforce the Transferor’s obligation pursuant to the PPTLS) to the extent
      assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts
      such
      assignment, and shall be entitled to exercise all rights of the Depositor under
      the Mortgage Loan Sale Agreement as if, for such purpose, it were the
      Depositor.

     

    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 that is a
      “High-Cost Mortgage Loan” as defined under any applicable federal law or state
      or local regulation, ordinance or law.

     

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

     

    In
      addition, with respect to any Pledged Asset Mortgage Loan, the Depositor does
      hereby transfer, assign, set-over and otherwise convey to the Trustee without
      recourse (except as provided herein) (i) its rights as assignee under any
      security agreements, pledge agreements or guarantees relating to the Additional
      Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security
      interest in and to any Additional Collateral, (iii) its right to receive
      payments in respect of any Pledged Asset Mortgage Loan pursuant to the
      Additional Collateral Servicing Agreement, and (iv) its rights as beneficiary
      under the surety bond in respect of any Pledged Asset Mortgage Loan.
      Notwithstanding anything to the contrary in this Agreement, the Trust Fund
      shall
      not obtain title to or beneficial ownership of any Additional Collateral as
      a
      result of or in lieu of the disposition thereof or otherwise.

     

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

     

    (i) with
      respect to each Mortgage Loan, the original Mortgage Note endorsed without
      recourse in proper form to the order of the Trustee, or in blank (in each case,
      with all necessary intervening endorsements as applicable);

     


    
      
        
        

      

      
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    (ii) the
      original of any guarantee, security agreement or pledge agreement relating
      to
      any Additional Collateral and executed in connection with the Mortgage Note,
      assigned to the Trustee;

     

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

     

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

     

    (v) with
      respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, the
      original Assignment of Mortgage, in form and substance acceptable for recording.
      The Mortgage shall be assigned either (A) in blank, without recourse or (B)
      to
“U.S. Bank National Association, as Trustee of the Structured Adjustable Rate
      Mortgage Loan Trust Mortgage Pass Through Certificates, Series 2006-7,” without
      recourse for each Mortgage Loan;

     

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

     


    
      
        
        

      

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

     

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

     

    (ix) the
      original of any security agreement, chattel mortgage or equivalent 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;
      and

     

    (x) 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.

     

    With
      respect to each Participation, the Depositor does hereby deliver to, and deposit
      with, or cause to be delivered to and deposited with, the Trustee, and/or any
      Custodian acting on the Trustee’s behalf, a copy of the Participation Agreement
      and the original Participation issued to the Trustee.

     

    (c) (1) Assignments
      of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
      Loan shall be recorded; provided, however, that such Assignments need not be
      recorded if, in the Opinion of Counsel (which must be from Independent counsel)
      acceptable to the Trustee and the Rating Agencies, recording in such states
      is
      not required to protect the Trustee’s interest in the related Non-MERS Mortgage
      Loans. Subject to the preceding sentence, as soon as practicable after the
      Closing Date (but in no event more than 3 months thereafter except to the extent
      delays are caused by the applicable recording office), the Master Servicer
      (or
      the applicable Custodian), at the expense of the Depositor and with the
      cooperation of the applicable Servicer, shall cause to be properly recorded
      by
      such Servicer in each public recording office where the related Mortgages are
      recorded each Assignment of Mortgage referred to in subsection (b)(v) above
      with
      respect to a Non-MERS Mortgage Loan. With respect to each Cooperative Loan,
      the
      Master Servicer (or the applicable Custodian), at the expense of the Depositor
      and with the cooperation of the applicable Servicer, shall cause such Servicer
      to take such actions as are necessary under applicable law in order to perfect
      the interest of the Trustee in the related Mortgaged Property.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    (a) The
      Trustee or the applicable Custodian on behalf of the Trustee, by execution
      and
      delivery hereof, acknowledges receipt of the Participations and 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 and the Master Servicer on the Closing Date an Initial Certification
      in the form annexed hereto as Exhibit B-1 (or in the form annexed to the
      applicable Custodial Agreement as Exhibit B-1, as applicable).

     

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

     


    
      
        
        

      

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

     

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

     

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

     


    
      
        
        

      

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

     

    Section
      2.03. Representations
      and Warranties of the Depositor.

     

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

     

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

     

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

     

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

     

    (iv) this
      Agreement has been duly executed and delivered by the Depositor and, assuming
      due authorization, execution and delivery by the Trustee, the Securities
      Administrator 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

     


    
      
        
        

      

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

     

    (b) The
      representations and warranties of each Transferor with respect to the related
      Mortgage Loans in the applicable Transfer Agreement, which have been assigned
      to
      the Trustee hereunder, were made as of the date specified in the applicable
      Transfer Agreement (or underlying agreement, if such Transfer Agreement is
      in
      the form of an assignment of a prior agreement). To the extent that any fact,
      condition or event with respect to a Mortgage Loan constitutes a breach of
      both
      (i) a representation or warranty of the applicable Transferor under the
      applicable Transfer Agreement and (ii) a representation or warranty of Lehman
      Brothers Holdings under the Mortgage Loan Sale Agreement, the only right or
      remedy of the Trustee or of any Certificateholder shall be the Trustee’s right
      to enforce the obligations of the applicable Transferor under any applicable
      representation or warranty made by it. The Trustee acknowledges that Lehman
      Brothers Holdings shall have no obligation or liability with respect to any
      breach of a representation or warranty made by it with respect to the Mortgage
      Loans if the fact, condition or event constituting such breach also constitutes
      a breach of a representation or warranty made by the applicable Transferor
      in
      the applicable Transfer Agreement, without regard to whether such Transferor
      fulfills its contractual obligations in respect of such representation or
      warranty. The Trustee further acknowledges that the Depositor shall have no
      obligation or liability with respect to any breach of any representation or
      warranty with respect to the Mortgage Loans (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) set forth
      in
      Section 2.03, (ii) of Lehman Brothers Holdings set forth in the Mortgage Loan
      Sale Agreement and assigned to the Trustee by the Depositor hereunder and (iii)
      of each Transferor, assigned by Lehman Brothers Holdings to the Depositor
      pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee by
      the
      Depositor hereunder shall each survive delivery of the Mortgage Files and the
      Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue
      throughout the term of this Agreement. Upon discovery by any of the Depositor,
      the Master Servicer or the Trustee of a breach of any of such representations
      and warranties that adversely and materially affects the value of the related
      Mortgage Loan, the party discovering such breach shall give prompt written
      notice to the other parties. Within 90 days of the discovery of a breach of
      any
      representation or warranty given or assigned to the Trustee by the Depositor,
      any Transferor, or Lehman Brothers Holdings, the Depositor, such Transferor,
      or
      Lehman Brothers Holdings, as applicable, shall either (a) cure such breach
      in
      all material respects, (b) repurchase such Mortgage Loan or any property
      acquired in respect thereof from the Trustee at the Purchase Price or (c) within
      the two year period following the Closing Date, substitute a Qualifying
      Substitute Mortgage Loan for the affected Mortgage Loan. In the event of
      discovery of a breach of any representation and warranty of any Transferor
      assigned to the Trustee, the Trustee shall enforce its rights under the
      applicable Transfer Agreement and the Mortgage Loan Sale Agreement for the
      benefit of Certificateholders. As provided in the Mortgage Loan Sale Agreement,
      if any Transferor substitutes a mortgage loan for a Mortgage Loan for which
      there is a breach of any representations and warranties in the related Transfer
      Agreement which adversely and materially affects the value of such Mortgage
      Loan
      and such substitute mortgage loan is not a Qualifying Substitute Mortgage Loan,
      under the terms of the Mortgage Loan Sale Agreement, Lehman Brothers Holdings
      will, in exchange for such substitute Mortgage Loan, (i) provide the applicable
      Purchase Price for the affected Mortgage Loan or (ii) within two years of the
      Closing Date, substitute such affected Mortgage Loan with a Qualifying
      Substitute Mortgage Loan.

     

     


    
      
        
        

      

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

     

    (a) With
      respect to any Mortgage Loan repurchased by the Depositor pursuant to this
      Agreement, by Lehman Brothers Holdings pursuant to the Mortgage Loan Sale
      Agreement or by any Transferor pursuant to the applicable Transfer Agreement,
      the principal portion of the funds (including the related PPTL Purchase Price
      in
      the case of a First Payment Default Mortgage Loan) received by the Master
      Servicer in respect of such repurchase of a Mortgage Loan will be considered
      a
      Principal Prepayment and shall be deposited in the Collection Account pursuant
      to Section 4.01. The Trustee, upon receipt of the full amount of the Purchase
      Price for a Deleted Mortgage Loan, or upon receipt of notification from the
      related Custodian that it 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 to the Depositor,
      Lehman Brothers Holdings or the applicable Transferor, as applicable, the
      related Mortgage File for the Deleted Mortgage Loan and shall execute and
      deliver such instruments of transfer or assignment, in each case without
      recourse, representation or warranty, as shall be necessary to vest in such
      party or its designee or assignee title to any Deleted Mortgage Loan released
      pursuant hereto, free and clear of all security interests, liens and other
      encumbrances created by this Agreement, which instruments shall be prepared
      by
      the Trustee (or a Custodian), and the Trustee shall have no further
      responsibility with respect to the Mortgage File relating to such Deleted
      Mortgage Loan.

     


    
      
        
        

      

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

     

    (c) Notwithstanding
      any other provision of this Agreement, the right to substitute Mortgage Loans
      pursuant to this Article II shall be subject to the additional limitations
      that
      no substitution of a Qualifying Substitute Mortgage Loan for a Deleted Mortgage
      Loan shall be made unless the Trustee has received an Opinion of Counsel (at
      the
      expense of the party seeking to make the substitution) that, under current
      law,
      such substitution will not (A) affect adversely the status of any REMIC
      established hereunder as a REMIC, or of the related “regular interests” as
“regular interests” in any such REMIC, or (B) cause any such REMIC to engage in
      a “prohibited transaction” or “prohibited contribution” pursuant to the REMIC
      Provisions. The Depositor shall cause the Mortgage Loan Schedule to be amended
      in accordance with the terms of this Agreement.

     

    Section
      2.06. Grant
      Clause.

     

    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: (i) the rights and obligations
      of the parties shall be established pursuant to the terms of this Agreement;
      (ii) the Depositor hereby grants to the Trustee for the benefit of the Holders
      of the Certificates a first priority security interest in all of the Depositor’s
      right, title and interest in, to and under, whether now owned or hereafter
      acquired, the Trust Fund and all proceeds of any and all property constituting
      the Trust Fund to secure payment of the Certificates; and (iii) this Agreement
      shall constitute a security agreement under applicable law. If such conveyance
      is deemed to be in respect of a loan and the trust created by this Agreement
      terminates prior to the satisfaction of the claims of any Person holding any
      Certificate, 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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    ARTICLE
      III

     

    THE
      CERTIFICATES

     

    Section
      3.01. The
      Certificates.

     

    (a) The
      Certificates shall be issuable in registered form only and shall be securities
      governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
      Certificates will be evidenced by one or more certificates, beneficial ownership
      of which will be held in the dollar denominations in Certificate Principal
      Amount or Notional Principal Amount or in the Percentage Interests, specified
      herein. Each Class of Book-Entry Certificates shall be issued in the minimum
      denominations in Certificate Principal Amount (or Notional Amount) or Percentage
      Interest specified in the Preliminary Statement hereto and in integral multiples
      of $1 or 5% (in the case of Certificates issued in Percentage Interests) in
      excess thereof. Each Class of Non-Book Entry Certificates other than the
      Residual Certificate shall be issued in definitive, fully registered form in
      the
      minimum denominations in Certificate Principal Amount (or Notional Amount)
      specified in the Preliminary Statement hereto and in integral multiples of
      $1 in
      excess thereof. The Residual Certificate shall be issued as a single Certificate
      and maintained in definitive, fully registered form in a minimum denomination
      equal to $100. Each of the Class P Certificates shall be maintained in
      definitive, fully registered form in a minimum denomination equal to 25% of
      the
      Percentage Interest of such Class of Certificates. The Certificates may be
      issued in the form of typewritten certificates. One Certificate of each Class
      of
      Certificates other than any Class of Residual Certificates may be issued in
      any
      denomination in excess of the minimum denomination.

     

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

     

    (c) The
      Class
      B4-I, Class B5-I, Class B6-I, Class B4-II, Class B5-II or Class B6-II
      Certificates offered and sold in reliance on the exemption from registration
      under Rule 144A under the Act shall be issued initially in the form of one
      or
      more permanent global Certificates in definitive, fully registered form without
      interest coupons with the applicable legends set forth in Exhibit A added to
      the
      forms of such Certificates (each, a “Restricted Global Security”), which shall
      be deposited on behalf of the subscribers for such Certificates represented
      thereby with the Securities Administrator, as custodian for DTC and registered
      in the name of a nominee of DTC, duly executed and authenticated by the Trustee
      or the Authenticating Agent as hereinafter provided. The aggregate principal
      amounts of the Restricted Global Securities may from time to time be increased
      or decreased by adjustments made on the records of the Trustee or DTC or its
      nominee, as the case may be, as hereinafter provided.

     


    
      
        
        

      

      
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    The
      Class
      B4-I, Class B5-I, Class B6-I, Class B4-II, Class B5-II or Class B6-II
      Certificates sold in offshore transactions in reliance on Regulation S shall
      be
      issued initially in the form of one or more permanent global Certificates in
      definitive, fully registered form without interest coupons with the applicable
      legends set forth in Exhibit A hereto added to the forms of such Certificates
      (each, a “Regulation S Global Security”), which shall be deposited on behalf of
      the subscribers for such Certificates represented thereby with the Securities
      Administrator, as custodian for DTC and registered in the name of a nominee
      of
      DTC, duly executed and authenticated by the Trustee and the Authenticating
      Agent
      as hereinafter provided. The aggregate principal amounts of the Regulation
      S
      Global Securities may from time to time be increased or decreased by adjustments
      made on the records of the Securities Administrator or DTC or its nominee,
      as
      the case may be, as hereinafter provided.

     

    (d) The
      Class
      B4-I, Class B5-I, Class B6-I, Class B4-II, Class B5-II or Class B6-II
      Certificates sold to an “accredited investor” complying with the transfer
      provision set forth in Section 3.03 under Rule 501(a)(1), (2), (3) or (7) under
      the Act shall be issued initially in the form of one or more Definitive
      Certificates.

     

    Section
      3.02. Registration.

     

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

     

    Section
      3.03. Transfer
      and Exchange of Certificates.

     

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

     


    
      
        
        

      

      
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    (b) A
      Certificate may be exchanged by the Holder thereof for any number of new
      Certificates of the same Class, in authorized denominations, representing in
      the
      aggregate the same Certificate Principal Amount or Percentage Interest as the
      Certificate surrendered, upon surrender of the Certificate to be exchanged
      at
      the office of the Certificate Registrar duly endorsed or accompanied by a
      written instrument of transfer duly executed by such Holder or his duly
      authorized attorney in such form as is satisfactory to the Certificate
      Registrar. Certificates delivered upon any such exchange will evidence the
      same
      obligations, and will be entitled to the same rights and privileges, as the
      Certificates surrendered. No service charge shall be made to a Certificateholder
      for any exchange of Certificates, but the Certificate Registrar may require
      payment of a sum sufficient to cover any tax or governmental charge that may
      be
      imposed in connection with any exchange of Certificates. Whenever any
      Certificates are so surrendered for exchange, the Trustee shall execute, and
      the
      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 of 1933, as amended (the “Act”), and that (x) until the
      expiration of the 40-day distribution compliance period (within the meaning
      of
      Regulation S), no offer, sale, pledge or other transfer of such Certificates
      or
      any interest therein shall be made in the United States or to or for the account
      or benefit of a U.S. person (each as defined in Regulation S), (y) if in the
      future it decides to offer, resell, pledge or otherwise transfer such
      Certificates, such Certificates may be offered, resold, pledged or otherwise
      transferred only (A) to a person which the seller reasonably believes is a
      “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the Act,
      that is purchasing such Certificates for its own account or for the account
      of a
      qualified institutional buyer to which notice is given that the transfer is
      being made in reliance on Rule 144A or (B) in an offshore transaction (as
      defined in Regulation S) in compliance with the provisions of Regulation S,
      in
      each case in compliance with the requirements of this Agreement; and it will
      notify such transferee of the transfer restrictions specified in this
      Section.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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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, in the case of clause (ii), such person is (A) not a Non-U.S. Person
      or
      (B) is a Non-U.S. Person that holds a Residual Certificate in connection with
      the conduct of a trade or business within the United States and has furnished
      the transferor and the Trustee with an effective Internal Revenue Service Form
      W-8ECI or successor form at the time and in the manner required by the Code
      (any
      such person who is not covered by clause (A) or (B) above is referred to herein
      as a “Non-permitted Foreign Holder”).

     

    Prior
      to
      and as a condition of the registration of any transfer, sale or other
      disposition of a Residual Certificate, the proposed transferee shall deliver
      to
      the Trustee or the Certificate Registrar an affidavit in substantially the
      form
      attached hereto as Exhibit D-1 representing and warranting, among other things,
      that such transferee is 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 or the Certificate
      Registrar 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 Trustee and the Certificate
      Registrar satisfactory in form and substance to the Depositor, that such
      proposed transferee or, if the proposed transferee is an agent or nominee,
      the
      proposed beneficial owner, is not a Disqualified Organization, agent or nominee
      thereof, or Non-permitted Foreign Holder. Notwithstanding the registration
      in
      the Certificate Register of any transfer, sale, or other disposition of a
      Residual Certificate to a Disqualified Organization, an agent or nominee
      thereof, or Non-permitted Foreign Holder, such registration shall be deemed
      to
      be of no legal force or effect whatsoever and such Disqualified Organization,
      agent or nominee thereof, or Non-permitted Foreign Holder shall not be deemed
      to
      be a Certificateholder for any purpose hereunder, including, but not limited
      to,
      the receipt of distributions on such Residual Certificate. Neither the Trustee
      nor the Certificate Registrar shall be under any liability to any person for
      any
      registration or transfer of a Residual Certificate to a Disqualified
      Organization, agent or nominee thereof, or Non-permitted Foreign Holder or
      for
      the maturity of any payments due on such Residual Certificate to the Holder
      thereof or for taking any other action with respect to such Holder under the
      provisions of the Agreement, so long as the transfer was effected in accordance
      with this Section 3.03(f), unless the Trustee or the Certificate Registrar
      shall
      have actual knowledge at the time of such transfer or the time of such payment
      or other action that the transferee is a Disqualified Organization, agent or
      nominee thereof, or Non-permitted Foreign Holder. The Trustee or the Certificate
      Registrar shall be entitled to recover from any Holder of a Residual Certificate
      that was a Disqualified Organization, agent or nominee thereof, or Non-permitted
      Foreign Holder at the time it became a Holder or any subsequent time it became
      a
      Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
      Holder, all payments made on such Residual Certificate at and after either
      such
      times (and all costs and expenses, including but not limited to attorneys’ fees,
      incurred in connection therewith). Any payment (not including any such costs
      and
      expenses) so recovered by the Trustee or the Certificate Registrar 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. Neither the Trustee nor the Certificate
      Registrar shall be under any liability to any Person for any registration of
      transfer of a Residual Certificate that is in fact not permitted by this Section
      3.03(f), for making any payment due on such Certificate to the registered Holder
      thereof or for taking any other action with respect to such Holder under the
      provisions of this Agreement so long as the transfer was registered upon receipt
      of the affidavit described in the preceding paragraph of this Section
      3.03(f).

     

    (g) Each
      Holder of a Residual Certificate, by such Holder’s acceptance thereof, shall be
      deemed for all purposes to have consented to the provisions of this
      section.

     

    (h) Notwithstanding
      any provision to the contrary herein, so long as a Global Security representing
      any of the Class B4-I, Class B5-I, Class B6-I, Class B4-II, Class B5-II or
      Class
      B6-II Certificates remains outstanding and is held by or on behalf of DTC,
      transfers of a Global Security representing any such Certificates, in whole
      or
      in part, shall only be made in accordance with Section 3.01 and this Section
      3.03(h).

     

    (A) Subject
      to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security
      representing any of the Class B4-I, Class B5-I, Class B6-I, Class B4-II, Class
      B5-II or Class B6-II or Certificates shall be limited to transfers of such
      Global Security, in whole or in part, to nominees of DTC or to a successor
      of
      DTC or such successor’s nominee.

     


    
      
        
        

      

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

     

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

     


    
      
        
        

      

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

     

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

     

    Section
      3.04. Cancellation
      of Certificates.

     

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

     

    Section
      3.05. Replacement
      of Certificates.

     

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

     

     


    
      
        
        

      

      
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    Section
      3.06. Persons
      Deemed Owners.

     

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

     

    Section
      3.07. Temporary
      Certificates.

     

    (a) Pending
      the preparation of Definitive Certificates, upon the order of the Depositor,
      the
      Trustee shall execute and the Authenticating Agent 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 Certificate Registrar without charge to the Holder.
      Upon
      surrender for cancellation of any one or more temporary Certificates, the
      Trustee shall execute and the Authenticating Agent shall authenticate and
      deliver in exchange therefor a like aggregate Certificate Principal Amount
      of
      Definitive Certificates of the same Class in the authorized denominations.
      Until
      so exchanged, the temporary Certificates shall in all respects be entitled
      to
      the same benefits under this Agreement as Definitive Certificates of the same
      Class.

     

    Section
      3.08. Appointment
      of Paying Agent.

     

    The
      Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
      of
      making distributions to Certificateholders hereunder. The Securities
      Administrator is hereby appointed, and hereby accepts its appointment as initial
      Paying Agent in respect of the Certificates. 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. 

     


    
      
        
        

      

      
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    Any
      Paying Agent shall be either a bank or trust company or otherwise authorized
      under law to exercise corporate trust powers. Any Paying Agent (other than
      the
      Securities Administrator) shall comply with its reporting obligations under
      Regulation AB with respect to the Trust Fund in form and substance similar
      to
      those of the Securities Administrator pursuant to Sections 6.01, 6.23, 9.25
      and
      9.26, and the related assessment of compliance shall cover, at a minimum, the
      matters indicated as obligations with respect to the Paying Agent on Exhibit
      O
      attached hereto. In addition, any Paying Agent (other than the Trustee or the
      Securities Administrator) shall notify the Sponsor, the Master Servicer and
      the
      Depositor within five (5) calendar days of knowledge thereof (i) of any legal
      proceedings pending against the Paying Agent of the type described in Item
      1117
      (§ 229.1117) of Regulation AB, (ii) any merger, consolidation or sale of
      substantially all of the assets of the Paying Agent and (iii) if the Paying
      Agent shall become (but only to the extent not previously disclosed) at any
      time
      an Affiliate of any of the parties listed on Exhibit R hereto or any of their
      Affiliates.

     

    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, to be delivered to The Depository Trust Company, the initial
      Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates
      shall initially be registered on the Certificate Register in the name of the
      nominee of the Clearing Agency, and no Certificate Owner will receive a
      Definitive Certificate representing such Certificate Owner’s interest in the
      Book-Entry Certificates, except as provided in Section 3.09(c). Unless
      Definitive Certificates have been issued to Certificate Owners of Book-Entry
      Certificates pursuant to Section 3.09(c):

     

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

     

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

     

    (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

     


    
      
        
        

      

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

     

    ARTICLE
      IV

     

    ADMINISTRATION
      OF THE TRUST FUND

     

    Section
      4.01. Collection
      Account.

     

    (a) On
      the
      Closing Date, the Master Servicer shall open and shall thereafter maintain
      a
      segregated account held in trust (the “Collection Account”), entitled “Aurora
      Loan Services LLC, as Master Servicer, in trust for the benefit of the Holders
      of Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
      Certificates, Series 2006-7.” The Collection Account shall relate solely to the
      Certificates issued by the Trust Fund hereunder, and funds in such Collection
      Account shall not be commingled with any other monies.

     


    
      
        
        

      

      
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    (b) The
      Collection Account shall be an Eligible Account. If an existing Collection
      Account ceases to be an Eligible Account, the Master Servicer shall establish
      a
      new Collection Account that is an Eligible Account within 30 days and transfer
      all funds on deposit in such existing Collection Account into such new
      Collection Account.

     

    (c) The
      Master Servicer shall give to the Trustee and the Securities Administrator
      prior
      written notice of the name and address of the depository institution at which
      the Collection Account is maintained and the account number of such Collection
      Account. No later than 1:00 p.m. New York City time on each Deposit Date, the
      entire amount on deposit in the Collection Account (subject to permitted
      withdrawals set forth in Section 4.02), not including any amounts which are
      to
      be excluded from the Available Distribution Amount for such Distribution Date
      pursuant to clauses (A) through (H) of paragraph (i) of the definition thereof
      (other than any amounts due or reimbursable to the Trustee, the Custodians
      or
      the Securities Administrator pursuant to this Agreement), shall be remitted
      to
      the Securities Administrator for deposit into the Certificate Account by wire
      transfer in immediately available funds. The Master Servicer, at its option,
      may
      choose to make daily remittances from the Collection Account to the Securities
      Administrator for deposit into the Certificate Account.

     

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

     

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

     

    (ii) all
      payments on account of interest on the Mortgage Loans (other than payments
      due
      prior to the Cut-off Date), net of the applicable Servicing Fee and Master
      Servicing Fee with respect to each such Mortgage Loan, but only to the extent
      of
      the amount permitted to be withdrawn or withheld from the Collection Account
      in
      accordance with Sections 5.04 and 9.21;

     

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

     


    
      
        
        

      

      
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    (iv) all
      Insurance Proceeds;

     

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

     

    (vi) all
      Prepayment Penalty Amounts; and

     

    (vii) all
      proceeds of any Mortgage Loan purchased by any Person (including any
      Substitution Amount, Purchase Price or PPTL Purchase Price).

     

    (e) Funds
      in
      the Collection Account may be invested in Eligible Investments (selected by
      and
      at the written direction of the Master Servicer) which shall mature not later
      than one Business Day prior to the Deposit Date (except that if such Eligible
      Investment is an obligation of the Trustee or the Paying Agent, if other than
      the Trustee, and such Collection Account is maintained with the Trustee or
      the
      Paying Agent, if other than the Trustee, then such Eligible Investment shall
      mature not later than such applicable Deposit Date), and any such Eligible
      Investment shall not be sold or disposed of prior to its maturity. All such
      Eligible Investments shall be made in the name of the Master Servicer in trust
      for the benefit of the Trustee and Holders of Structured Adjustable Rate
      Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series 2006-7. All
      income and gain realized from any such investment shall be for the benefit
      of
      the Master Servicer, while such Collection Account is maintained by 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 or
      assumption fees need not be deposited by the Master Servicer in the Collection
      Account and may be retained by the Master Servicer or the applicable Servicer
      as
      additional servicing compensation. If the Master Servicer deposits in the
      Collection Account any amount not required to be deposited therein, it may
      at
      any time withdraw such amount from such Collection Account.

     

    Section
      4.02. Application
      of Funds in the Collection Account.

     

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

     

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

     


    
      
        
        

      

      
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    (ii) to
      reimburse itself or any Servicer for any Advances or Servicing Advances made
      by
      it or by such Servicer that it or such Servicer determines in good faith will
      not be recoverable from amounts representing late recoveries of payments of
      principal or interest respecting the particular Mortgage Loan as to which such
      Advance or Servicing Advance was made or from Liquidation Proceeds or Insurance
      Proceeds with respect to such Mortgage Loan, it being understood, in the case
      of
      any such reimbursement, that such Master Servicer’s or Servicer’s right thereto
      shall be prior to the rights of the Certificateholders;

     

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

     

    (iv) in
      the
      event it has elected not to pay itself the Master Servicing Fee out of any
      Mortgagor payment on account of interest or other recovery with respect to
      a
      particular Mortgage Loan prior to the deposit of such Mortgagor payment or
      recovery in the Collection Account, to pay to itself the Master Servicing Fee
      for each Distribution Date and any unpaid Master Servicing Fees for prior
      Distribution Dates, as reduced pursuant to Section 5.05, from any Mortgagor
      payment as to interest or such other recovery with respect to that Mortgage
      Loan, as is permitted by this Agreement;

     

    (v) to
      reimburse itself or any Servicer for expenses incurred by and recoverable by
      or
      reimbursable to it or such Servicer pursuant to Section 9.04, 9.06, 9.16 or
      9.22(a) or pursuant to the applicable Servicing Agreement (to the extent such
      reimbursement constitutes “unanticipated expenses” within the meaning of
      Treasury Regulation Section 1.860G-1(b)(3)(ii)), and to reimburse itself for
      any
      expenses reimbursable to it pursuant to Section 10.01(c);

     

    (vi) to
      pay to
      the applicable Person, with respect to each Mortgage Loan or REO Property
      acquired in respect thereof that has been repurchased by such Person pursuant
      to
      this Agreement, all amounts received thereon and not distributed on the date
      on
      which the related repurchase was effected;

     


    
      
        
        

      

      
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    (vii) subject
      to Section 5.04, to pay to itself income earned on the investment of funds
      deposited in the Collection Account;

     

    (viii) 
      to make
      payments to the Securities Administrator on each Deposit Date for deposit into
      the Certificate Account in the amounts and in the manner provided for in Section
      4.04;

     

    (ix) to
      make
      payment to itself, the Trustee and others pursuant to any provision of this
      Agreement and to reimburse any Custodian pursuant to the applicable Custodial
      Agreement, but only to the extent that the items reimbursed constitute
“unanticipated expenses” within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii);

     

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

     

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

     

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

     

    (xiii) 
      to
      reimburse 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 provided such amounts are
      Servicing Fees or “unanticipated expenses” within the meaning of Treasury
      Regulation Section 1.860G-1(b)(3)(ii).

     

    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). The Servicers of
      the
      Participations shall be entitled to retain as additional servicing compensation
      any Prepayment Penalty Amounts received with respect to the
      Participations.

     

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

     


    
      
        
        

      

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

     

    Section
      4.03. Reports
      to Certificateholders.

     

    (a) On
      each
      Distribution Date, the Securities Administrator shall have prepared (based
      on
      information provided by the Master Servicer) and shall make available to the
      Trustee and each Certificateholder a written report setting forth the following
      information, by Mortgage Pool and Certificate Group (on the basis of Mortgage
      Loan level information obtained from the applicable Servicer and the Master
      Servicer):

     

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

     

    (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, including any
      Accrual Amount added to the Class Principal Amount of any Class of Accrual
      Certificates;

     

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

     

    (iv) (a) the
      aggregate amount of any Advances required to be made as of the end if the month
      immediately preceding the month in which such Distribution Date occurs by or
      on
      behalf of the Master Servicer or any Servicer (or, if applicable, the Securities
      Administrator, solely in its capacity as successor Master Servicer) with respect
      to such Distribution Date, (b)
      the
      aggregate amount of such Advances actually made, and (c)
      the
      amount, if any, by which (A) above exceeds (B) above;

     

    (v) the
      Aggregate Principal Balance of the Mortgage Loans and the Pool Balance of each
      Mortgage Pool for such Distribution Date, after giving effect to payments
      allocated to principal reported under clause (i) above;

     

    (vi) the
      Class
      Principal Amount (or Class Notional Amount) of each Class of Certificates,
      to
      the extent applicable, as of such Distribution Date after giving effect to
      payments allocated to principal reported under clause (i) above (and to the
      addition of any Accrual Amount in the case of any Class of Accrual
      Certificates), separately identifying any reduction of any of the foregoing
      Certificate Principal Amounts due to Realized Losses;

     


    
      
        
        

      

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

     

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

     

    (ix) the
      number and aggregate Scheduled Principal Balance of Mortgage Loans (not
      including a Liquidated Mortgage Loan as of the end of the Prepayment Period),
      as
      reported to the Securities Administrator by the Master Servicer, (a) remaining
      outstanding, (b) delinquent one month, (c) delinquent two months, (d) delinquent
      three or more months and (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;

     

    (x) the
      delinquency method (MBA) that is used to calculate the information provided
      under (ix) above;

     

    (xi) the
      deemed aggregate principal balance of all REO Properties (not including a
      Liquidated Mortgage Loan as of the end of the Prepayment Period) 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; with respect to substitution
      of Mortgage Loans in the preceding calendar month, the aggregate Scheduled
      Principal Balance of all such Deleted Mortgage Loans, and of all Qualifying
      Substitute Mortgage Loans;

     

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

     

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

     

    (xiv) 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).

     

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

     


    
      
        
        

      

      
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    In
      addition to the information listed above, such Distribution Date report shall
      also include such other information as is required by Item 1121 (§ 229.1121) of
      Regulation AB.

     

    The
      Securities Administrator shall make such report and additional loan level
      information (and, at its option, any additional files provided by the Master
      Servicer containing the same information in an alternative format) available
      each month to the Trustee, Certificateholders and the Rating Agencies via the
      Securities Administrator’s internet website. The Securities Administrator’s
      internet website shall initially be located at www.ctslink.com. Assistance
      in
      using the website can be obtained by calling the Securities Administrator’s
      customer service desk at (301) 815-6600. Such parties that are unable to use
      the
      website are entitled to have a paper copy mailed to them via first class mail
      by
      calling the customer service desk and indicating such. The Securities
      Administrator shall have the right to change the way such statements are
      distributed in order to make such distribution more convenient and/or more
      accessible to the above parties and the Securities Administrator shall provide
      timely and adequate notification to all above parties regarding any such
      changes.

     

    The
      foregoing information and reports shall be prepared and determined by the
      Securities Administrator based solely on Mortgage Loan data provided to the
      Securities Administrator by the Master Servicer (in a format attached hereto
      as
      Exhibit J as mutually agreed to by the Securities Administrator and the Master
      Servicer) no later than 2:00 p.m. Eastern Time four Business Days prior to
      the
      Distribution Date. In preparing or furnishing the Mortgage Loan data to the
      Securities Administrator, the Master Servicer shall be entitled to rely
      conclusively on the accuracy of the information or data regarding the Mortgage
      Loans and the related REO Property that has been provided to the Master Servicer
      by each Servicer, and the Master Servicer shall not be obligated to verify,
      recompute, reconcile or recalculate any such information or data. The Securities
      Administrator shall be entitled to conclusively rely on the accuracy and
      completeness of the Mortgage Loan data provided by the Master Servicer and
      shall
      have no liability for any errors or omissions in such Mortgage Loan data or
      other information.

     

    On
      each
      Distribution Date, in the event the above referenced Securities Administrator’s
      Internet web site is not accessible to the Depositor, the Securities
      Administrator shall also provide or make available to the Depositor a copy
      of
      the above described written report, to the following address: Lehman Brothers
      Inc., 745 Seventh Avenue, 7th Floor, New York, New York 10019, Attention:
      Michael Hitzmann, or to such other address as the Depositor may
      designate.

     

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

     


    
      
        
        

      

      
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    (c) Within
      90
      days, or such shorter period as may be required by statute or regulation, after
      the end of each calendar year, the Securities Administrator shall have prepared
      and shall make available, upon written request, to each Person who at any time
      during the calendar year was a Certificateholder of record, and make available
      to Certificate Owners (identified as such by the Clearing Agency) in accordance
      with applicable regulations, a report summarizing the items provided to
      Certificateholders pursuant to Section 4.03(a) on an annual basis as may be
      required to enable such Holders to prepare their federal income tax returns.
      Such information shall include the amount of original issue discount accrued
      on
      each Class of Certificates and information regarding the expenses of the Trust
      Fund. The Securities Administrator shall be deemed to have satisfied this
      requirement if it forwards such information in any other format permitted by
      the
      Code. The Master Servicer shall provide the Securities Administrator with such
      Mortgage Loan level information as is necessary for the Securities Administrator
      to prepare such reports.

     

    Section
      4.04. Certificate
      Account.

     

    (a) The
      Securities Administrator shall establish and maintain in its name, as securities
      administrator, a trust account (the “Certificate Account”), to be held in trust
      for the benefit of the Certificateholders until disbursed pursuant to the terms
      of this Agreement. The Certificate Account shall be an Eligible Account. If
      the
      existing Certificate Account ceases to be an Eligible Account, the Securities
      Administrator shall establish a new Certificate Account that is an Eligible
      Account within 20 Business Days and transfer all funds on deposit in such
      existing Certificate Account into such new Certificate Account. The Certificate
      Account shall relate solely to the Certificates issued hereunder and funds
      in
      the Certificate Account shall be held separate and apart from and shall not
      be
      commingled with any other monies including, without limitation, other monies
      of
      the Securities Administrator held under this Agreement.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (c) The
      Securities Administrator may invest, or cause to be invested, funds held in
      the
      Certificate Account, which funds, if invested, shall be invested in Eligible
      Investments (which may be obligations of the Securities Administrator). All
      such
      investments must mature no later than the next Distribution Date, and shall
      not
      be sold or disposed of prior to their maturity. All such Eligible Investments
      will be made in the name of the Securities Administrator (in its capacity as
      such) or its nominee. All income and gain realized from any such investment
      shall be paid to the Securities Administrator and shall be subject to its
      withdrawal on order from time to time. The amount of any losses incurred in
      respect of any such investments shall be paid by the Securities Administrator
      for deposit in the Certificate Account out of its own funds, without any right
      of reimbursement therefor, immediately as realized. Funds held in the
      Certificate Account that are not invested shall be held in cash.

     

    ARTICLE
      V


     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    Section
      5.01. Distributions
      Generally.

     

    (a) Subject
      to Section 7.01 with respect to the final distribution on the Certificates,
      on
      each Distribution Date the Trustee or the Paying Agent shall make distributions
      in accordance with this Article V. Such distributions shall be made by check
      mailed to each Certificateholder’s address as it appears on the Certificate
      Register of the Certificate Registrar or, upon written request made to the
      Securities Administrator at least five Business Days prior to the related
      Distribution Date to any Certificateholder, by wire transfer 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. Wire transfers may be made
      at
      the expense of the Holder requesting such wire transfer by deducting a wire
      transfer fee from the related distribution. 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 Certificate and at such time
      such
      final payment in retirement of the Residual Certificate will be made only upon
      presentation and surrender of such Certificate at the Corporate Trust Office
      of
      the Certificate Registrar. If any payment required to be made on the
      Certificates is to be made on a day that is not a Business Day, then such
      payment will be made on the next succeeding Business Day.

     

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

     

    Section
      5.02. Distributions
      from the Certificate Account.

     


    
      
        
        

      

      
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    (a) On
      each
      Distribution Date, the Securities Administrator (or any successor Paying Agent
      on behalf of the Trustee) shall withdraw from the Certificate Account, to the
      extent of funds available therefore, the Available Distribution Amount
      (excluding all Prepayment Penalty Amounts) with respect to each Mortgage Pool,
      and shall distribute such amount in the following order of priority based on
      the
      report of the Securities Administrator:

     

    (i) the
      payment of the Securities Administrator Fee for such Distribution
      Date;

     

    (ii) from
      the
      Available Distribution Amount for each Mortgage Pool, to each Class of Senior
      Certificates in the related Certificate Group, the Accrued Certificate Interest
      thereon for such Distribution Date, as reduced by such Class’s allocable share
      of any Net Prepayment Interest Shortfalls for the related Mortgage Pool for
      such
      Distribution Date; provided, however, that any shortfall in available amounts
      for a Mortgage Pool shall be allocated among the Classes of the related
      Certificate Group in proportion to the amount of Accrued Certificate Interest
      (as so reduced) that would otherwise be distributable thereon; 

     

    (iii) from
      the
      remaining Available Distribution Amount for each Mortgage Pool, to each Class
      of
      Senior Certificates in the related Certificate Group (reduced, in each case,
      by
      any Net Prepayment Interest Shortfalls for the related Mortgage Pool allocated
      to that Class of Certificates in that Distribution Date, as described herein),
      any related Interest Shortfall for such Distribution Date; provided, however,
      that any shortfall in available amounts for each Mortgage Pool shall be
      allocated among the Classes of the related Certificate Group in proportion
      to
      the Interest Shortfall (as so reduced) for each such Class on such Distribution
      Date; 

     

    (iv) from
      the
      remaining Available Distribution Amount for each Mortgage Pool, to the Senior
      Certificates (other than the Notional Certificates) of the related Certificate
      Group in reduction of the Class Principal Amounts thereof, concurrently, as
      follows:

     

    (A) to
      the
      Class R, Class 1-A1 and Class 1-A2 Certificates from the Available Distribution
      Amount for Pool 1, the Senior Principal Distribution Amount for such Mortgage
      Pool, in reduction of their Class Principal Amounts, sequentially as
      follows:

     

    (I) first,
      to
      the Class R Certificate, until its Class Principal Amount has been reduced
      to
      zero; and

     

    (II) second,
      pro rata to the Class 1-A1 and Class 1-A2 Certificates, in reduction of their
      Class Principal Amounts until their Class Principal Amounts have been reduced
      to
      zero;

     

    (B) pro
      rata,
      to the Class 2-A1 and Class 2-A2 Certificates, from the Available Distribution
      Amount for Pool 2, the Senior Principal Distribution Amount for such Mortgage
      Pool, in reduction of their Class Principal Amounts until their Class Principal
      Amounts have been reduced to zero;

     


    
      
        
        

      

      
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    (C) pro
      rata,
      to the Class 3-A1, Class 3-AF and Class 3-A2 Certificates, from the Available
      Distribution Amount for Pool 3, the Senior Principal Distribution Amount for
      such Mortgage Pool, in reduction of their Class Principal Amounts until their
      Class Principal Amounts have been reduced to zero; and

     

    (D) pro
      rata,
      to the Class 4-A1 and Class 4-A2 Certificates, from the Available Distribution
      Amount for Pool 4, the Senior Principal Distribution Amount for such Mortgage
      Pool, in reduction of their Class Principal Amounts, until their Class Principal
      Amounts have been reduced to zero; 

     

    With
      respect to each Class of Subordinate Certificates other than the Class B6-I
      and
      Class B6-II Certificates, if on any Distribution Date the Credit Support
      Percentage for that Class is less than that Class’s Original Credit Support
      Percentage, then no distributions in respect of clauses (2) and (3) of the
      definition of Subordinate Principal Distribution Amount will be made to any
      Restricted Classes, and the amount otherwise distributable to the Restricted
      Classes in respect of such payments will be allocated among the remaining
      related Classes of Subordinate Certificates, proportionately, based upon their
      respective Class Principal Amounts.

     

    (v) from
      the
      remaining Available Distribution Amount for Mortgage Pools 1 and 2, subject
      to
      the prior distribution of amounts pursuant to Section 5.02(f) in the case of
      clauses (C), (F), (I), (L), (O) and (R) below, to the Group I Subordinate
      Certificates, in the following order of priority:

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    (vi) from
      the
      remaining Available Distribution Amount for Mortgage Pools 3 and 4, subject
      to
      the prior distribution of amounts pursuant to Section 5.02(g) in the case of
      clauses (C), (F), (I), (L), (O) and (R) to the Group II Subordinate
      Certificates, in the following order of priority:

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (R) to
      the
      Class B6-II Certificates, in reduction of the Class Principal Amount thereof,
      such Class’s Subordinate Class Percentage of each Subordinate Principal
      Distribution Amount for such Distribution Date, except as provided in Section
      5.02(c), until the Class Principal Amount thereof has been reduced to
      zero.

     

    (b) Net
      Prepayment Interest Shortfalls for each Mortgage Pool shall be allocated among
      the Certificates of the related Certificate Group and the Subordinate
      Certificates related to the applicable Mortgage Group proportionately based
      on
      (i) in the case of the related Senior Certificates, the Accrued Certificate
      Interest otherwise distributable thereon (without regard to reductions for
      allocations of Deferred Interest), and (ii) in the case of the Group I
      Subordinate Certificates and the Group II Subordinate Certificates, interest
      accrued (at the Underlying Subordinate Rate for the relevant Mortgage Pool)
      on
      their related Apportioned Principal Balances.

     

    (c) (i)
      if on
      any Distribution Date the Credit Support Percentage for the Class B1-I
      Certificates is less than the Original Credit Support Percentage for such Class,
      then, notwithstanding anything to the contrary in Section 5.02(a), no
      distribution of amounts described in clauses (ii) and (iii) of the definition
      of
      Subordinate Principal Distribution Amount will be made in respect of the Class
      B2-I, Class B3-I, Class B4-I, Class B5-I or Class B6-I Certificates on such
      Distribution Date; (ii) if on any Distribution Date the Credit Support
      Percentage for the Class B2-I Certificates is less than the Original Credit
      Support Percentage for such Class, then, notwithstanding anything to the
      contrary in Section 5.02(a), no distribution of amounts described in clauses
      (ii) and (iii) of the definition of Subordinate Principal Distribution Amount
      will be made in respect of the Class B3-I, Class B4-I, Class B5-I or Class
      B6-I
      Certificates on such Distribution Date; (iii) if on any Distribution Date the
      Credit Support Percentage for the Class B3-I Certificates is less than the
      Original Credit Support Percentage for such Class, then, notwithstanding
      anything to the contrary in Section 5.02(a), no distribution of amounts
      described in clauses (ii) and (iii) of the definition of Subordinate Principal
      Distribution Amount will be made in respect of the Class B4-I, Class B5-I or
      Class B6-I Certificates on such Distribution Date; (iv) if on any Distribution
      Date the Credit Support Percentage for the Class B4-I Certificates is less
      than
      the Original Credit Support Percentage for such Class, then, notwithstanding
      anything to the contrary in Section 5.02(a), no distribution of amounts
      described in clauses (ii) and (iii) of the definition of Subordinate Principal
      Distribution Amount will be made in respect of the Class B5-I or Class B6-I
      Certificates on such Distribution Date; (v) if on any Distribution Date the
      Credit Support Percentage for the Class B5-I Certificates is less than the
      Original Credit Support Percentage for such Class, then, notwithstanding
      anything to the contrary in Section 5.02(a), no distribution of amounts
      described in clauses (ii) and (iii) of the definition of Subordinate Principal
      Distribution Amount will be made in respect of the Class B6-I Certificates
      on
      such Distribution Date; (vi) if on any Distribution Date the Credit Support
      Percentage for the Class B1-II Certificates is less than the Original Credit
      Support Percentage for such Class, then, notwithstanding anything to the
      contrary in Section 5.02(a), no distribution of amounts described in clauses
      (ii) and (iii) of the definition of Subordinate Principal Distribution Amount
      will be made in respect of the Class B2-II, Class B3-II, Class B4-II, Class
      B5-II or Class B6-II Certificates on such Distribution Date; (vii) if on any
      Distribution Date the Credit Support Percentage for the Class B2-II Certificates
      is less than the Original Credit Support Percentage for such Class, then,
      notwithstanding anything to the contrary in Section 5.02(a), no distribution
      of
      amounts described in clauses (ii) and (iii) of the definition of Subordinate
      Principal Distribution Amount will be made in respect of the Class B3-II, Class
      B4-II, Class B5-II or Class B6-II Certificates on such Distribution Date; (viii)
      if on any Distribution Date the Credit Support Percentage for the Class B3-II
      Certificates is less than the Original Credit Support Percentage for such Class,
      then, notwithstanding anything to the contrary in Section 5.02(a), no
      distribution of amounts described in clauses (ii) and (iii) of the definition
      of
      Subordinate Principal Distribution Amount will be made in respect of the Class
      B4-II, Class B5-II or Class B6-II Certificates on such Distribution Date; (ix)
      if on any Distribution Date the Credit Support Percentage for the Class B4-II
      Certificates is less than the Original Credit Support Percentage for such Class,
      then, notwithstanding anything to the contrary in Section 5.02(a), no
      distribution of amounts described in clauses (ii) and (iii) of the definition
      of
      Subordinate Principal Distribution Amount will be made in respect of the Class
      B5-II or Class B6-II Certificates on such Distribution Date and (x) if on any
      Distribution Date the Credit Support Percentage for the Class B5-II Certificates
      is less than the Original Credit Support Percentage for such Class, then,
      notwithstanding anything to the contrary in Section 5.02(a), no distribution
      of
      amounts described in clauses (ii) and (iii) of the definition of Subordinate
      Principal Distribution Amount will be made in respect of the Class B6-II
      Certificates on such Distribution Date.

      
        
          
          

        

        
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    Any
      amount not distributed in respect of any Class on any Distribution Date pursuant
      to the immediately preceding paragraph will be allocated among the remaining
      related Subordinate Classes in proportion to their respective Certificate
      Principal Amounts.

     

    (d) On
      each
      Distribution Date, the Paying Agent shall distribute to the Holders of the
      Class
      P-I Certificates, any Prepayment Penalty Amounts paid by borrowers upon
      voluntary full or partial prepayment of the Mortgage Loans in Pool 1 and Pool
      2.
      On each Distribution Date, the Paying Agent shall distribute to the Holders
      of
      the Class P-II Certificates, any Prepayment Penalty Amounts paid by borrowers
      upon voluntary full or partial prepayment of the Mortgage Loans in Pool 3 and
      Pool 4.

     

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

     

    (f) (2) On
      each
      Distribution Date prior to the Credit Support Depletion Date but on or after
      the
      date on which the aggregate Certificate Principal Amount of the Senior
      Certificates of any Certificate Group (other than the Group 3 and Group 4
      Certificates) has been reduced to zero, amounts otherwise distributable as
      principal on each Class of Group I Subordinate Certificates in accordance with
      the priorities set forth in Section 5.02(a)(v), in reverse order of priority,
      in
      respect of such Class’s Subordinate Class Percentage of the Subordinate
      Principal Distribution Amount for the Mortgage Pool relating to such retired
      Senior Certificates, shall be distributed as principal to the Senior
      Certificates (other than the Group 3 and Group 4 Certificates) remaining
      outstanding in accordance with the priorities set forth in Sections 5.02(a)(iv),
      until the Class Principal Amounts thereof have been reduced to zero, provided
      that on such Distribution Date (a) the Aggregate Subordinate Percentage for
      such
      Distribution Date is less than 200% of the Aggregate Subordinate Percentage
      as
      of the first Distribution Date or (b) the average outstanding principal balance
      of the Mortgage Loans in Pool 1 (if the aggregate Certificate Principal Amount
      of the Group 2 Certificates has been reduced to zero) or Pool 2 (if the
      aggregate Certificate Principal Amount of the Group 1 Certificates has been
      reduced to zero), that are delinquent 60 days or more for the last six months
      as
      a percentage of the related Group Subordinate Amount is greater than or equal
      to
      50%.

     


    
      
        
        

      

      
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    (ii) On
      any
      Distribution Date on which any Certificate Group (other than the Group 3 and
      Group 4 Certificates) constitutes an Undercollateralized Group, all amounts
      otherwise distributable as principal on the Group I Subordinate Certificates,
      in
      reverse order of priority (other than amounts necessary to pay unpaid Interest
      Shortfalls) (or, following the Credit Support Depletion Date, such other amounts
      described in the immediately following sentence), will be distributed as
      principal to the Senior Certificates of such Undercollateralized Group in
      accordance with the priorities set forth in Section 5.02(a)(iv), until the
      aggregate Certificate Principal Amount of such Senior Certificates equals the
      Pool Balance of the related Mortgage Pool (such distribution, an
“Undercollateralization Distribution”). In the event that any Certificate Group
      (other than the Group 3 and Group 4 Certificates) constitutes an
      Undercollateralized Group on any Distribution Date following the Credit Support
      Depletion Date, Undercollateralization Distributions will be made from the
      excess of the Available Distribution Amount for the other such Mortgage Pools
      not related to an Undercollateralized Group (other than Pool 3 and Pool 4)
      remaining after all required amounts have been distributed to the Senior
      Certificates of the other Certificate Groups (other than the Group 3 and Group
      4
      Certificates). In addition, the amount of any unpaid Interest Shortfalls with
      respect to an Undercollateralized Group (other than the Group 3 and Group 4
      Certificates) on any Distribution Date (including any Interest Shortfalls for
      such Distribution Date) will be distributed to the Senior Certificates of such
      Undercollateralized Group prior to the payment of any Undercollateralization
      Distributions from amounts otherwise distributable as principal on the Group
      I
      Subordinate Certificates, in reverse order of priority (or, following the Credit
      Support Depletion Date, as provided in the preceding sentence). If more than
      one
      of the Certificate Groups (other than the Group 3 and Group 4 Certificates)
      is
      an Undercollateralized Group, the distributions described above will be made
      in
      proportion to the amount by which the aggregate Certificate Principal Amount
      of
      the Senior Principal Amount of the Senior Certificates of each such Certificate
      Group exceeds the Pool Balance of the related Mortgage Pool.

     

    (g) (i) On
      each
      Distribution Date prior to the Credit Support Depletion Date but on or after
      the
      date on which the aggregate Certificate Principal Amount of the Senior
      Certificates of any Certificate Group (other than the Group 1 and Group 2
      Certificates) has been reduced to zero, amounts otherwise distributable as
      principal on each Class of Group II Subordinate Certificates in accordance
      with
      the priorities set forth in Section 5.02(a)(vi), in reverse order of priority,
      in respect of such Class’s Subordinate Class Percentage of the Subordinate
      Principal Distribution Amount for the Mortgage Pool relating to such retired
      Senior Certificates, shall be distributed as principal to the Senior
      Certificates (other than the Group 1 and Group 2 Certificates) remaining
      outstanding in accordance with the priorities set forth in Sections 5.02(a)(iv),
      until the Class Principal Amounts thereof have been reduced to zero, provided
      that on such Distribution Date (a) the Aggregate Subordinate Percentage for
      such
      Distribution Date is less than 200% of the Aggregate Subordinate Percentage
      as
      of the first Distribution Date or (b) the average outstanding principal balance
      of the Mortgage Loans in Pool 3 (if the aggregate Certificate Principal Amount
      of the Group 4 Certificates has been reduced to zero) or Pool 4 (if the
      aggregate Certificate Principal Amount of the Group 3 Certificates has been
      reduced to zero), that are delinquent 60 days or more for the last six months
      as
      a percentage of the related Group Subordinate Amount is greater than or equal
      to
      50%. 

     


    
      
        
        

      

      
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    (ii) On
      any
      Distribution Date on which any Certificate Group (other than the Group 1 and
      Group 2 Certificates) constitutes an Undercollateralized Group, all amounts
      otherwise distributable as principal on the Group II Subordinate Certificates,
      in reverse order of priority (other than amounts necessary to pay unpaid
      Interest Shortfalls) (or, following the Credit Support Depletion Date, such
      other amounts described in the immediately following sentence), will be
      distributed as principal to the Senior Certificates of such Undercollateralized
      Group in accordance with the priorities set forth in Section 5.02(a)(iv), until
      the aggregate Certificate Principal Amount of such Senior Certificates equals
      the Pool Balance of the related Mortgage Pool (such distribution, an
“Undercollateralization Distribution”). In the event that any Certificate Group
      (other than the Group 1 and Group 2 Certificates) constitutes an
      Undercollateralized Group on any Distribution Date following the Credit Support
      Depletion Date, Undercollateralization Distributions will be made from the
      excess of the Available Distribution Amount for the other such Mortgage Pools
      not related to an Undercollateralized Group (other than Pool 1 and Pool 2)
      remaining after all required amounts have been distributed to the Senior
      Certificates of the other Certificate Groups (other than the Group 1 and Group
      2
      Certificates). In addition, the amount of any unpaid Interest Shortfalls with
      respect to an Undercollateralized Group (other than the Group 1 and Group 2
      Certificates) on any Distribution Date (including any Interest Shortfalls for
      such Distribution Date) will be distributed to the Senior Certificates of such
      Undercollateralized Group prior to the payment of any Undercollateralization
      Distributions from amounts otherwise distributable as principal on the Group
      II
      Subordinate Certificates, in reverse order of priority (or, following the Credit
      Support Depletion Date, as provided in the preceding sentence). 

     

    Section
      5.03. Allocation
      of Realized Losses. 

     


    
      
        
        

      

      
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    (a) (i)
      On
      any Distribution Date, the principal portion of each Realized Loss (other than
      any Excess Loss) in respect of a Mortgage Loan in Pools 1 and 2 shall be
      allocated in the following order of priority:

     

    first,
      to the
      Class B6-I Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    second,
      to the
      Class B5-I Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    third,
      to the
      Class B4-I Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    fourth,
      to the
      Class B3-I Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    fifth,
      to the
      Class B2-I Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    sixth,
      to the
      Class B1-I Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    seventh,
      to the
      Classes of Senior Certificates of the related Certificate Group, pro
      rata,
      in
      accordance with their Class Principal Amounts; provided, however, that
any
      Realized Losses otherwise allocable to the Class 1-A1 Certificates pursuant
      to
      this Section 5.03 shall be allocated to the Class 1-A2 Certificates until the
      Class Principal Amount of such Class has been reduced to zero and any Realized
      Losses otherwise allocable to the Class 2-A1 Certificates pursuant to this
      Section 5.03 shall be allocated to the Class 2-A2 Certificates until the Class
      Principal Amount of such Class has been reduced to zero.

     

    Notwithstanding
      the foregoing, the first $0.73 of principal portion of Realized Losses in
      Mortgage Group I shall not be allocated to any Class of
      Certificates.

     

    (ii) On
      any
      Distribution Date, the principal portion of each Realized Loss (other than
      any
      Excess Loss) in respect of a Mortgage Loans in Pools 3 and 4 shall be allocated
      in the following order of priority:

     

    first,
      to the
      Class B6-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    second,
      to the
      Class B5-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    third,
      to the
      Class B4-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     


    
      
        
        

      

      
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    fourth,
      to the
      Class B3-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    fifth,
      to the
      Class B2-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    sixth,
      to the
      Class B1-II Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

     

    seventh,
      to the
      Group II Senior Certificates in accordance with their Class Principal Amount;
      provided, however, that any Realized Losses otherwise allocable to the Class
      3-A1 or Class 3-AF Certificates pursuant to this Section 5.03 shall be allocated
      to the Class 3-A2 Certificates until the Class Principal Amount of such Class
      has been reduced to zero and any Realized Losses otherwise allocable to the
      Class 4-A1 Certificates pursuant to this Section 5.03 shall be allocated to
      the
      Class 4-A2 Certificates until the Class Principal Amount of such Class has
      been
      reduced to zero.

     

    Notwithstanding
      the foregoing, the first $0.98 of principal portion of Realized Losses in
      Mortgage Group II shall not be allocated to any Class of
      Certificates.

     

    (b) With
      respect to any Distribution Date, the principal portion of any Excess Loss
      in
      respect of a Mortgage Loan shall be allocated, pro
      rata,
      to the
      Senior Certificates of the related Certificate Group and, if such Mortgage
      Loan
      is in Mortgage Group I, to the Group I Subordinate Certificates on the basis
      of
      their Apportioned Principal Amounts, and, if such Mortgage Loan is in Mortgage
      Group II, to the Classes of Group II Subordinate Certificates on the basis
      of
      their Apportioned Principal Balances; provided, that any such loss allocated
      to
      any Class of Accrual Certificates (and any Accrual Component) shall be allocated
      (subject to Section
      5.03(c)) on the basis of the lesser of (x) the Class Principal Amount thereof
      immediately prior to the applicable Distribution Date and (y) the Class
      Principal Amount thereof on the Closing Date (as reduced by any Realized Losses
      previously allocated thereto).

     

    (c) Any
      Realized Losses allocated to a Class of Certificates pursuant to Section 5.03(a)
      or (b) shall be allocated among the Certificates of such Class in proportion
      to
      their respective Certificate Principal Amounts or Component Principal Amounts
      of
      such Certificates. Any allocation of Realized Losses pursuant to this paragraph
      (c) shall be accomplished by reducing the Certificate Principal Amount or
      Component Principal Amount of the related Certificates on the related
      Distribution Date in accordance with Section 5.03(d).

     

    (d) Realized
      Losses allocated in accordance with this Section 5.03 shall be allocated on
      the
      Distribution Date in the month following the month in which such loss was
      incurred and, in the case of the principal portion thereof, after giving effect
      to distributions made on such Distribution Date.

     

    (e) On
      each
      Distribution Date, amounts described in clauses (x) and (y) of the definition
      of
      Subordinate Certificate Writedown Amount for such date shall effect
      corresponding reductions (i) in the Class Principal Amount of the lowest ranking
      Class of outstanding Group I Subordinate Certificates and (ii) in the Class
      Principal Amount of the lowest ranking Class of outstanding Group II Subordinate
      Certificates, which reductions shall occur on such Distribution Date after
      giving effect to distributions made on such Distribution Date.

     

     


    
      
        
        

      

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

     

    (a) Advances
      shall be made in respect of each Deposit Date as provided herein. If, on any
      Determination Date, the Master Servicer determines that any Scheduled Payments
      due during the related Due Period (other than Balloon Payments) have not been
      received, the Master Servicer shall, or shall cause the applicable Servicer
      to,
      advance such amount on the Deposit Date immediately following such Determination
      Date, less an amount, if any, to be set forth in an Officer’s Certificate to be
      delivered to the Securities Administrator on such Determination Date, which
      if
      advanced the Master Servicer or such 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. The
      Securities Administrator shall be able to rely conclusively on any
      non-recoverability determination made by the Master Servicer. If the Master
      Servicer determines that an Advance is required, it shall on the Deposit Date
      immediately following such Determination Date either (i) remit to the Securities
      Administrator 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 Securities Administrator 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
      Securities Administrator for deposit in the Certificate Account on or before
      any
      future Deposit Date to the extent that funds in the Certificate Account on
      such
      Deposit Date shall be less than payments to Certificateholders required to
      be
      made on the related Distribution Date. The Securities Administrator shall be
      entitled to conclusively rely upon any determination by the Master Servicer
      that
      an Advance, if made, would constitute a non-recoverable advance. The Master
      Servicer and each Servicer shall be entitled to be reimbursed from the
      Collection Account for all Advances made by it as provided in Section
      4.02.

     

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


    
      
        
        

      

      
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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 Available Distribution
      Amount.

     

    Section
      5.06. Funding
      Account.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a segregated trust account that is an Eligible Account, which shall be titled
      “Funding Account, Wells Fargo Bank, N.A., as securities administrator, in trust
      for the registered holders of Structured Adjustable Rate Mortgage Loan Trust
      Mortgage Pass-Through Certificates Series 2006-7” (the “Funding Account”). The
      Securities Administrator shall, promptly upon receipt, deposit in the Funding
      Account and retain therein the Funding Amount remitted on the Closing Date
      to
      the Securities Administrator by the Depositor. Funds deposited in the Funding
      Account shall be held in trust by the Securities Administrator on behalf of
      the
      Certificateholders for the uses and purposes set forth herein. On the
      Distribution Date in August 2006, the Securities Administrator will withdraw
      from the Funding Account an amount equal to the Funding Amount. The Securities
      Administrator shall pay the Funding Amount with respect to Pool 2 to the
      Certificateholders in accordance with the priorities set forth in Section 5.02
      as if such amounts were included in the Available Distribution Amounts of Pool
      2; provided, however, that the Securities Administrator shall not be entitled
      to
      any payment pursuant to Section 5.02(a)(i) with respect to the Funding
      Amount.

     

    (b) The
      Securities Administrator will invest funds deposited in the Funding Account
      in
      Eligible Investments as directed in writing by the Depositor (provided that
      if
      the Securities Administrator does not receive written direction from the
      Depositor, the amounts in the Funding Account shall not be invested) with a
      maturity date no later than the Business Day preceding the first Distribution
      Date. For federal income tax purposes, the Depositor shall be the owner of
      the
      Funding Account and shall report all items of income, deduction, gain or loss
      arising therefrom. At no time will the Funding Account be an asset of any of
      the
      REMICs provided for herein. All income and gain realized from investment of
      funds deposited in the Funding Account shall be for the sole and exclusive
      benefit of the Depositor and shall be remitted by the Securities Administrator
      to the Depositor within eight (8) Business Days of the first Distribution Date.
      The Depositor shall deposit in the Funding Account the amount of any net loss
      incurred in respect of any such Eligible Investment immediately upon realization
      of such loss.

     

    (c) On
      the
      Distribution Date in August 2006, any amounts remaining on deposit in the
      Funding Account after withdrawals pursuant to paragraph (a) above shall be
      withdrawn by the Securities Administrator and paid to the Depositor or its
      designee and the Securities Administrator shall terminate the Funding Account
      on
      such first Distribution Date.

     

    (d) For
      purposes of computations throughout this Agreement (other than for purposes
      of
      computing any fee or the Net WAC of any Pool or portion thereof), Pool 2 shall
      be deemed to include certain Mortgage Loans with a Scheduled Principal Balance
      as of the Cut-off Date of $472,000.00 that are prepaid in full on the Closing
      Date such that their Scheduled Principal Balance for all Distribution Dates
      is
      $0.

     

     


    
      
        
        

      

      
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    ARTICLE
      VI


     

    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; 

    EVENTS
      OF
      DEFAULT

     

    Section
      6.01. Duties
      of Trustee and Securities Administrator.

     

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

     

    (b) Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to the Trustee or the Securities Administrator which
      are
      specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they are in the form required
      by this Agreement; provided, however, that neither the Trustee nor the
      Securities Administrator shall be responsible for the accuracy or content of
      any
      such resolution, certificate, statement, opinion, report, document, order or
      other instrument furnished by the Master Servicer, to the Trustee or the
      Securities Administrator, as applicable, pursuant to this Agreement, and neither
      the Trustee nor the Securities Administrator shall be required to recalculate
      or
      verify any numerical information furnished to the Trustee or the Securities
      Administrator pursuant to this Agreement.

     

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

     

    (i) Neither
      the Trustee nor the Securities Administrator shall be personally liable with
      respect to any action taken, suffered or omitted to be taken by it in good
      faith
      in accordance with the consent or direction 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 unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact such
      a
      default is received by the Trustee at the Corporate Trust Office, and such
      notice references the Holders of the Certificates and this
      Agreement;

     


    
      
        
        

      

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

     

    (iv) With
      respect to amounts that would be treated as “unanticipated expenses” within the
      meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) if paid or reimbursed
      by the REMICs hereunder, no provision of this Agreement shall require the
      Trustee or the Securities Administrator to expend or risk its own funds or
      otherwise incur any financial liability in the performance of any of its duties
      hereunder, or in the exercise of any of its rights or powers, if it shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to it, and
      none of the provisions contained in this Agreement shall in any event require
      the Trustee or the Securities Administrator to perform, or be responsible for
      the manner of performance of, any of the obligations of the Master Servicer
      under this Agreement except, with respect to the Securities Administrator,
      during such time, if any, as the Securities Administrator shall be the successor
      to, and be vested with the rights, duties, powers and privileges of, the Master
      Servicer in accordance with the terms of this Agreement.

     

    (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 use its best efforts to 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) Neither
      the Trustee or the Securities Administrator shall be personally liable with
      respect to any action taken, suffered or omitted to be taken by it in good
      faith
      in accordance with the direction of Certificateholders of any Class holding
      Certificates which evidence, as to such Class, Percentage Interests aggregating
      not less than 25% as to the time, method and place of conducting any proceeding
      for any remedy available to the Trustee or the Securities Administrator, as
      applicable, or exercising any trust or power conferred upon the Trustee or
      the
      Securities Administrator, as applicable, under this Agreement.

     

    (f) Neither
      the Trustee nor the Securities Administrator shall be held liable by reason
      of
      any insufficiency in any account (including without limitation the Certificate
      Account) held by or on behalf of the Trustee or the Securities Administrator
      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).

     


    
      
        
        

      

      
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    (g) Except
      as
      otherwise provided herein, neither the Trustee nor the Securities Administrator
      shall have any duty (A) to see to any recording, filing, or depositing of this
      Agreement or any agreement referred to herein or any financing statement or
      continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, re-filing or re-depositing of any thereof, (B) to see to any
      insurance, (C) to see to the payment or discharge of any tax, assessment, or
      other governmental charge or any lien or encumbrance of any kind owing with
      respect to, assessed or levied against, any part of the Trust Fund other than
      from funds available in the Collection Account or the Certificate Account,
      or
      (D) to confirm or verify the contents of any reports or certificates of the
      Master Servicer delivered to the Trustee or the Securities Administrator
      pursuant to this Agreement believed by the Trustee or the Securities
      Administrator, as applicable, to be genuine and to have been signed or presented
      by the proper party or parties.

     

    (h) Neither
      the Securities Administrator nor the Trustee shall be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible Officer
      or
      other officers of the Trustee or the Securities Administrator, as applicable,
      unless it shall be proved that the Trustee or the Securities Administrator,
      as
      applicable, was negligent in ascertaining the pertinent facts.

     

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

     

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

     

    (k) The
      Securities Administrator 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
      Securities Administrator, specifying (A) the identity of each such Subcontractor
      and (B) which elements of the servicing criteria set forth under Item 1122(d)
      of
      Regulation AB will be addressed in assessments of compliance provided by each
      such Subcontractor.

     

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

     

     


    
      
        
        

      

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

     

    Except
      as
      otherwise provided in Section 6.01:

     

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

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be personally liable for
      any
      action taken, suffered or omitted by it in good faith and reasonably believed
      by
      it to be authorized or within the discretion or rights or powers conferred
      upon
      it by this Agreement;

     

    (iv) Unless
      an
      Event of Default shall have occurred and be continuing, neither the Trustee
      nor
      the Securities Administrator shall be bound to make any investigation into
      the
      facts or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other paper
      or document (provided the same appears regular on its face), unless requested
      in
      writing to do so by Holders of at least a majority in Class Principal Amount
      (or
      Class Notional Amount) of each Class of Certificates; provided, however, that,
      if the payment within a reasonable time to the Trustee or the Securities
      Administrator, as applicable, of the costs, expenses or liabilities likely
      to be
      incurred by it in the making of such investigation is, in the opinion of the
      Trustee, not reasonably assured to the Trustee by the security afforded to
      it by
      the terms of this Agreement, the Trustee or the Securities Administrator, as
      applicable, may require reasonable indemnity against such expense or liability
      or payment of such estimated expenses as a condition to proceeding. The
      reasonable expense thereof shall be paid by the Holders requesting such
      investigation and if not reimbursed by the requesting party shall be reimbursed
      to the Securities Administrator or Trustee, as applicable, by the Trust
      Fund;

     

    (v) Each
      of
      the Trustee and the Securities Administrator may execute any of the trusts
      or
      powers hereunder or perform any duties hereunder either directly or by or
      through agents, custodians, or attorneys, which agents, custodians or attorneys
      shall have any and all of the rights, powers, duties and obligations of the
      Trustee and the Securities Administrator, respectively, conferred on them by
      such appointment provided that each of the Trustee and the Securities
      Administrator shall continue to be responsible for its duties and obligations
      hereunder to the extent provided herein, and provided further that neither
      the
      Trustee nor the Securities Administrator shall be responsible for any misconduct
      or negligence on the part of any such agent or attorney appointed with due
      care
      by the Trustee or the Securities Administrator, as applicable;

     


    
      
        
        

      

      
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    (vi) Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto,
      in
      each case at the request, order or direction of any of the Certificateholders
      pursuant to the provisions of this Agreement, unless such Certificateholders
      shall have offered to the Trustee or the Securities Administrator, as
      applicable, reasonable security or indemnity against the costs, expenses and
      liabilities which may be incurred therein or thereby;

     

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

     

    (viii) Neither
      the Trustee nor the Securities Administrator shall be required to give any
      bond
      or surety in respect of the execution of the Trust Fund created hereby or the
      powers granted hereunder.

     

    Section
      6.03. Trustee
      and Securities Administrator Not Liable for Certificates.

     

    The
      Trustee and the Securities Administrator make no representations as to the
      validity or sufficiency of this Agreement or any Custodial Agreement, of the
      Certificates (other than the certificate of authentication on the Certificates),
      or of any Mortgage Loan or Servicing Agreement, or related document save that
      the Trustee and the Securities Administrator each represent that, assuming
      due
      execution and delivery by the other parties hereto, this Agreement has been
      duly
      authorized, executed and delivered by it and constitutes its valid and binding
      obligation, enforceable against it in accordance with its terms except that
      such
      enforceability may be subject to (A) applicable bankruptcy and insolvency laws
      and other similar laws affecting the enforcement of the rights of creditors
      generally, and (B) general principles of equity regardless of whether such
      enforcement is considered in a proceeding in equity or at law. Neither the
      Trustee nor the Securities Administrator shall 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. Neither the Trustee nor the Securities
      Administrator shall be responsible for the legality or validity of this
      Agreement, the Custodial Agreements or the Servicing Agreements or the validity,
      priority, perfection or sufficiency of the security for the Certificates issued
      or intended to be issued hereunder. Except as otherwise provided herein, neither
      the Trustee nor the Securities Administrator shall have any responsibility
      for
      filing any financing or continuation statement in any public office at any
      time
      or to otherwise perfect or maintain the perfection of any security interest
      or
      lien granted to it hereunder or to record this Agreement.

      
        
          
          

        

        
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    Section
      6.04. Trustee
      and Securities Administrator May Own Certificates.

     

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

     

    Section
      6.05. Eligibility
      Requirements for Trustee and Securities Administrator.

     

    Each
      of
      the Trustee and the Securities Administrator hereunder shall at all times be
      (i)
      an institution insured by the FDIC and (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 a
      rating of not less than “A-” by S&P, and subject to supervision or
      examination by federal or state authority. 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 either the Trustee or the Securities
      Administrator shall cease to be eligible in accordance with provisions of this
      Section, the Trustee or the Securities Administrator, as applicable, shall
      resign immediately in the manner and with the effect specified in Section
      6.06.

     

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

     

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

     

    (b) If
      at any
      time (i) either the Trustee or the Securities Administrator shall cease to
      be
      eligible in accordance with the provisions of Section 6.05 and shall fail to
      resign after written request therefor by the Depositor, (ii) the Trustee or
      the
      Securities Administrator shall become incapable of acting, or shall be adjudged
      a bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of either of their property shall be appointed, or any public
      officer shall take charge or control of the Trustee or the Securities
      Administrator or of either of their property or affairs for the purpose of
      rehabilitation, conservation or liquidation, (iii) a tax is imposed or
      threatened with respect to the Trust Fund by any state in which the Trustee
      or
      the Trust Fund held by the Trustee is located, (iv) the Trustee shall fail
      to
      provide the information required pursuant to Subsection 6.01 (l), (v) the
      continued use of the Trustee or the Securities Administrator would result in
      a
      downgrading of the rating by the Rating Agencies of any Class of Certificates
      with a rating or (vi) the Securities Administrator shall fail to observe or
      perform in any material respect any of the covenants or agreement of the
      Securities Administrator contained in this Agreement including any failure
      to
      provide the information, reports, assessments or attestations required pursuant
      to Section 9.25(a) or 9.25(b) hereof, then the Depositor shall remove the
      Trustee or the Securities Administrator, as applicable, and appoint a successor
      trustee or successor securities administrator, as applicable, by written
      instrument, one copy of which instrument shall be delivered to the Trustee
      or
      the Securities Administrator, as applicable, so removed, one copy to the
      successor trustee or the successor securities administrator, as applicable,
      and
      one copy to the Master Servicer.

      
        
          
          

        

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

     

    (d) Any
      resignation or removal of the Trustee or Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall become effective upon
      acceptance of appointment by the successor trustee or successor securities
      administrator, as applicable, as provided in Section 6.07.

     

    Section
      6.07. Successor
      Trustee and Successor Securities Administrator.

     

    (a) Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 6.06 shall execute, acknowledge and deliver to the Depositor, the Master
      Servicer and to its predecessor trustee or predecessor securities administrator,
      as applicable, an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or predecessor securities
      administrator, as applicable, shall become effective and such successor trustee
      or successor securities administrator, as applicable, without any further act,
      deed or conveyance, shall become fully vested with all the rights, powers,
      duties and obligations of its predecessor hereunder, with like effect as if
      originally named as trustee or securities administrator, as applicable, herein.
      The predecessor trustee or predecessor securities administrator, as applicable
      shall deliver to the successor trustee (or assign to the successor trustee
      its
      interest under each Custodial Agreement, to the extent permitted thereunder)
      or
      predecessor securities administrator, as applicable, 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 record or copies thereof maintained by the predecessor
      trustee in the administration hereof as may be requested by the successor
      trustee and shall thereupon be discharged from all duties and responsibilities
      under this Agreement. In addition, the Master Servicer and the predecessor
      trustee or predecessor securities administrator, as applicable, shall execute
      and deliver such other instruments and do such other things as may reasonably
      be
      required to more fully and certainly vest and confirm in the successor trustee
      or securities administrator, as applicable all such rights, powers, duties
      and
      obligations.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (a) Notwithstanding
      any other provisions hereof, at any time, the Trustee, the Depositor or the
      Certificateholders evidencing more than 50% of the Class Principal Amount (or
      Class Notional Amount) of each Class of Certificates shall each have the power
      from time to time to appoint one or more Persons to act either as co-trustees
      jointly with the Trustee, or as separate trustees, or as custodians, for the
      purpose of holding title to, foreclosing or otherwise taking action with respect
      to any Mortgage Loan outside the state where the Trustee has its principal
      place
      of business where such separate trustee or co-trustee is necessary or advisable
      (or the Trustee has been advised by the Master Servicer that such separate
      trustee or co-trustee is necessary or advisable) under the laws of any state
      in
      which a property securing a Mortgage Loan is located or for the purpose of
      otherwise conforming to any legal requirement, restriction or condition in
      any
      state in which a property securing a Mortgage Loan is located or in any state
      in
      which any portion of the Trust Fund is located. The separate trustees,
      co-trustees, or custodians so appointed shall be trustees or custodians for
      the
      benefit of all the Certificateholders and shall have such powers, rights and
      remedies as shall be specified in the instrument of appointment; provided,
      however, that no such appointment shall, or shall be deemed to, constitute
      the
      appointee an agent of the Trustee. The obligation of the Securities
      Administrator to make Advances pursuant to Section 5.04 and 6.14 hereof shall
      not be affected or assigned by the appointment of a co-trustee, provided,
      however, that prior to the appointment hereunder of any such co-trustee,
      separate trustee, or custodian, such Person shall enter into an agreement,
      in
      form and substance satisfactory to the Depositor, the Master Servicer and the
      Trustee, relating to the satisfaction of such Person of its reporting
      obligations under Regulation AB with respect to any Servicing performed by
      it in
      connection with the Trust Fund.

     


    
      
        
        

      

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

     

    (i) all
      powers, duties, obligations and rights conferred upon the Trustee in respect
      of
      the receipt, custody and payment of 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.

     

    (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.

     


    
      
        
        

      

      
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    (d) Any
      separate trustee, co-trustee or custodian may, at any time, constitute the
      Trustee its agent or attorney-in-fact with full power and authority, to the
      extent not prohibited by law, to do any lawful act under or in respect of this
      Agreement on its behalf and in its name. The Trustee shall not be responsible
      for any action or inaction of any separate trustee, co-trustee or custodian.
      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
      Trust
      Fund shall pay the reasonable compensation of the co-trustees to the extent,
      and
      in accordance with the standards, specified in Section 6.12 hereof (which
      compensation shall not reduce any compensation payable to the Trustee under
      such
      Section).

     

    (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 Securities Administrator 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 Depositor, the Master
      Servicer and the Securities Administrator, and any director, officer, employee
      or agent of each of the Depositor, the Master Servicer and the Securities
      Administrator, 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 in any way related to any 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.

     

    Section
      6.10. Authenticating
      Agents.

     


    
      
        
        

      

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

     

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

     

    (c) Any
      Authenticating Agent may at any time resign by giving at least 30 days’ advance
      written notice of resignation to the Trustee and the Depositor. The Trustee
      may
      at any time terminate the agency of any Authenticating Agent by giving written
      notice of termination to such Authenticating Agent and the Depositor. Upon
      receiving a notice of resignation or upon such a termination, or in case at
      any
      time any Authenticating Agent shall cease to be eligible in accordance with
      the
      provisions of this Section 6.10, the Trustee may appoint a successor
      Authenticating Agent, shall give written notice of such appointment to the
      Depositor and shall mail notice of such appointment to all Holders of
      Certificates. Any successor Authenticating Agent upon acceptance of its
      appointment hereunder shall become vested with all the rights, powers, duties
      and responsibilities of its predecessor hereunder, with like effect as if
      originally named as Authenticating Agent. No successor Authenticating Agent
      shall be appointed unless eligible under the provisions of this Section 6.10.
      The Trustee shall not have any responsibility or liability for any action or
      omission of the Authenticating Agent. No Authenticating Agent shall have
      responsibility or liability for any action taken by it as such at the direction
      of the Trustee, provided that such action was undertaken without negligence
      or
      willful misconduct. Any Authenticating Agent shall be entitled to reasonable
      compensation for its services and, if paid by the Trustee, it shall be a
      reimbursable expense to the extent provided in Section 6.12.

     

    Section
      6.11. Indemnification
      of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator and their respective directors,
      officers, employees and agents shall be entitled to indemnification from the
      Trust Fund for any loss, liability or expense incurred in connection with any
      legal proceeding or incurred without negligence or willful misconduct on their
      part, arising out of, or in connection with, the acceptance or administration
      of
      the trusts created hereunder or in connection with the performance of their
      duties hereunder or under the Certificates, the Mortgage Loan Sale Agreement,
      any Custodial Agreement or any Servicing 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 or the Securities Administrator, as
      applicable, shall have given the Depositor, the Master Servicer and the Holders
      written notice thereof promptly after a Responsible Officer of the Trustee
      or
      the Securities Administrator, as applicable, shall have knowledge thereof;
      provided that failure to so notify shall not relieve the Trust Fund of the
      obligation to indemnify the Trustee or the Securities
      Administrator;

     

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

     

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

     

    (iv) any
      such
      loss, liability or expense indemnified by the Trust Fund must constitute an
      “unanticipated expense” within the meaning of Treasury Regulations Section
      1.860G-1(b)(3)(ii).

     

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

     

    Section
      6.12. Fees
      and Expenses of Securities Administrator, Trustee and Custodian.

     

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

     

    Section
      6.13. Collection
      of Monies.

     


    
      
        
        

      

      
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    Except
      as
      otherwise expressly provided in this Agreement, the Trustee or Securities
      Administrator 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 or Securities Administrator 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 or Securities Administrator
      shall not have timely received amounts to be remitted with respect to the
      Mortgage Loans from the Master Servicer, the Trustee or Securities Administrator
      shall request the Master Servicer to make such distribution as promptly as
      practicable or legally permitted. If the Trustee or Securities Administrator
      shall subsequently receive any such amount, it may withdraw such
      request.

     

    Section
      6.14. Events
      of Default; Securities Administrator To Act; Appointment of
      Successor.

     

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

     

    (i) Any
      failure by the Master Servicer to furnish to the Securities Administrator the
      Mortgage Loan data sufficient to prepare the reports described in Section
      4.03(a) which continues unremedied for a period of two (2) Business Days after
      the date upon which written notice of such failure shall have been given to
      such
      Master Servicer by the Trustee or the Securities Administrator or to such Master
      Servicer, the Securities Administrator and the Trustee by 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 or 9.26; or

     

    (iii) Except
      with respect to those items listed in clause (ii) above, any failure by the
      Master Servicer to duly perform, within the required time period, without notice
      or grace period, its obligations to provide any information, data or materials
      required to be provided hereunder pursuant to 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 such
      Master Servicer contained in this Agreement which continues unremedied for
      a
      period of 30 days (or 15 days, in the case of a failure to maintain any
      Insurance Policy required to be maintained pursuant to this Agreement, or 10
      days, in the case of a failure to comply with the requirements of Sections
      9.03)
      after the date on which written notice of such failure, requiring the same
      to be
      remedied, shall have been given to such Master Servicer by the Trustee or
      Securities Administrator, or to such Master Servicer, the Securities
      Administrator 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

     


    
      
        
        

      

      
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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
      such
      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 60 days after the date on which
      written notice of such incorrect representation or warranty shall have been
      given to the Master Servicer by the Trustee or to the Master Servicer and the
      Trustee by the Holders of not less than 25% of the Aggregate Certificate
      Principal Amount of each Class of Certificates; or

     

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

     

    (xi) The
      Master Servicer has notice or actual knowledge that any Servicer at any time
      is
      not either an FNMA- or FHLMC-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 an FNMA- or
      FHLMC-approved servicer within 60 days of the date the Master Servicer receives
      such notice or actual knowledge; or

     


    
      
        
        

      

      
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    (xii) Any
      failure of the Master Servicer to remit to the Securities Administrator any
      payment required to be made to the Securities Administrator for the benefit
      of
      Certificateholders under the terms of this Agreement, including any Advance,
      on
      any Deposit Date, which such failure continues unremedied after 1:00 p.m.
      Eastern Standard Time one Business Day after the date upon which notice of
      such
      failure shall have been given to the Master Servicer and the Trustee by the
      Securities Administrator.

     

    If
      an
      Event of Default described in clauses (i) through (xi) 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 6.14, 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(a) 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(a), the Trustee, by notice in writing
      to
      the Master Servicer, shall promptly terminate all of the rights and obligations
      of the Master Servicer hereunder and in and to the Mortgage Loans and the
      proceeds thereof. On or after the receipt by the Master Servicer of such written
      notice, all authority and power of the Master Servicer, and only in its capacity
      as Master Servicer under this Agreement, whether with respect to the Mortgage
      Loans or otherwise, shall pass to and be vested in the Securities Administrator
      upon receipt of written notice by the Securities Administrator from the Trustee
      pursuant to and under the terms of this Agreement; and the Securities
      Administrator is hereby authorized and empowered to execute and deliver, on
      behalf of the defaulting Master Servicer as attorney-in-fact or otherwise,
      any
      and all documents and other instruments, and to do or accomplish all other
      acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents or otherwise. The defaulting Master
      Servicer agrees to cooperate with the Trustee and the Securities Administrator
      in effecting the termination of the defaulting Master Servicer’s
      responsibilities and rights hereunder as Master Servicer including, without
      limitation, notifying Servicers of the assignment of the master servicing
      function and providing the Securities Administrator or its designee all
      documents and records in electronic or other form reasonably requested by it
      to
      enable the Securities Administrator or its designee to assume the defaulting
      Master Servicer’s functions hereunder and the transfer to the Securities
      Administrator for administration by it of all amounts which shall at the time
      be
      or should have been deposited by the defaulting Master Servicer in the
      Collection Account maintained by such defaulting Master Servicer and any other
      account or fund maintained with respect to the Certificates or thereafter
      received with respect to the Mortgage Loans. The Master Servicer being
      terminated shall bear all costs of a master servicing transfer, including but
      not limited to those of the Trustee and Securities Administrator reasonably
      allocable to specific employees and overhead, legal fees and expenses,
      accounting and financial consulting fees and expenses, and costs of amending
      the
      Agreement, if necessary. The Securities Administrator 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 Securities
      Administrator to correct any errors or insufficiencies in the servicing data
      or
      otherwise to enable the Securities Administrator to master service the Mortgage
      Loans properly and effectively. If the terminated Master Servicer does not
      pay
      such reimbursement within thirty (30) days of its receipt of an invoice
      therefor, such reimbursement shall be an expense of the Trust Fund and the
      Securities Administrator shall be entitled to withdraw such reimbursement from
      amounts on deposit in the Certificate Account pursuant to Section 4.04; provided
      that the terminated Master Servicer shall reimburse the Trust Fund for any
      such
      expense incurred by the Trust Fund; and provided, further, that the Trustee
      shall decide whether and to what extent it is in the best interest of the
      Certificateholders to pursue any remedy against any party obligated to make
      such
      reimbursement.

      
        
          
          

        

        
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    Notwithstanding
      the termination of its activities as Master Servicer, each terminated Master
      Servicer shall continue to be entitled to reimbursement to the extent provided
      in Section 4.02(i), (ii), (iii), (iv), (v), (vi), (vii) and (x) to the extent
      such reimbursement relates to the period prior to such Master Servicer’s
      termination.

     

    If
      any
      Event of Default shall occur of which a Responsible Officer of the Trustee
      or
      Securities Administrator has actual knowledge,
      the
      Trustee or Securities Administrator, as applicable, upon becoming aware of
      the
      occurrence thereof through the proper execution of its duties under this
      Agreement, shall promptly notify the Securities Administrator or Trustee and
      the
      Rating Agencies of the nature and extent of such Event of Default. The Trustee
      or the Securities Administrator shall immediately give written notice to the
      Master Servicer upon such Master Servicer’s failure to remit funds on the
      Deposit Date.

     

    (b) On
      and
      after the time the Master Servicer receives a notice of termination from the
      Trustee or Securities Administrator pursuant to Section 6.14(a) or the Trustee
      receives the resignation of the Master Servicer evidenced by an Opinion of
      Counsel pursuant to Section 9.28 and within a period of time not to exceed
      90
      days after the Securities Administrator receives written notice from the Trustee
      pursuant to Section 6.14(a) or Section 9.28, the Securities Administrator,
      unless another master servicer shall have been appointed, shall be the successor
      in all respects to the Master Servicer in its capacity as such under this
      Agreement and the transactions set forth or provided for herein and shall have
      all the rights and powers and be subject to all the responsibilities, duties
      and
      liabilities relating thereto and arising thereafter placed on the Master
      Servicer hereunder, including the obligation to make Advances; provided,
      however, that any failure to perform such duties or responsibilities caused
      by
      the Master Servicer’s or the Trustee’s failure to provide information required
      by this Agreement shall not be considered a default by the Securities
      Administrator hereunder. In addition, the Securities Administrator shall have
      no
      responsibility for any act or omission of the Master Servicer prior to the
      issuance of any notice of termination and within a period of time not to exceed
      90 days after the Securities Administrator receives written notice from the
      Trustee pursuant to Section 6.14(a) or Section 9.28, as applicable. The
      Securities Administrator shall have no liability relating to the representations
      and warranties of the Master Servicer set forth in Section 9.14. In the
      Securities Administrator’s capacity as such successor, the Securities
      Administrator shall have the same limitations on liability herein granted to
      the
      Master Servicer. As compensation therefor, the Securities Administrator shall
      be
      entitled to receive all compensation payable to the Master Servicer under this
      Agreement, including the Master Servicing Fee and the compensation described
      in
      Section 9.21. The Securities Administrator shall be entitled to be reimbursed
      from the Master Servicer (or by the Trust Fund if the Master Servicer is unable
      to fulfill its obligations hereunder) for all costs associated with the transfer
      of master servicing from the predecessor master servicer, including, without
      limitation, any costs or expenses associated with the complete transfer of
      all
      master servicing data and the completion, correction or manipulation of such
      master servicing data as may be required by the Securities Administrator to
      correct any errors or insufficiencies in the master servicing data or otherwise
      to enable the Securities Administrator to master service the Mortgage Loans
      properly and effectively.

      
        
          
          

        

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


    
      
        
        

      

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

     

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

     

    Section
      6.16. Waiver
      of Defaults.

     

    35%
      or
      more of the Aggregate Voting Interests of Certificateholders may waive any
      default or Event of Default by the Master Servicer in the performance of its
      obligations hereunder, except that a default in the making of any required
      deposit to the Certificate Account that would result in a failure of the Trustee
      to make any required payment of principal of or interest on the Certificates
      may
      only be waived with the consent of 100% of the affected Certificateholders.
      Upon
      any such waiver of a past default, such default shall cease to exist, and any
      Event of Default arising therefrom shall be deemed to have been remedied for
      every purpose of this Agreement. No such waiver shall extend to any subsequent
      or other default or impair any right consequent thereon except to the extent
      expressly so waived.

     

    Section
      6.17. Notification
      to Holders.

     

    Upon
      termination of the Master Servicer or appointment of a successor to the Master
      Servicer, in each case as provided herein, the Securities Administrator shall
      promptly mail notice thereof by first class mail to the Trustee and the
      Certificateholders at their respective addresses appearing on the Certificate
      Register. The Trustee shall also, within 45 days after the occurrence of any
      Event of Default known to a Responsible Officer of the Trustee, give written
      notice thereof to the Securities Administrator 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 Class Notional Amount) of each Class of Certificates may
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon the
      Trustee, under this Agreement; provided, however, that the Trustee shall be
      under no obligation to pursue any such remedy, or to exercise any of the trusts
      or powers vested in it by this Agreement (including, without limitation, (i)
      the
      conducting or defending of any administrative action or litigation hereunder
      or
      in relation hereto and (ii) the terminating of the Master Servicer or any
      successor master servicer from its rights and duties as master servicer
      hereunder) at the request, order or direction of any of the Certificateholders,
      unless such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the cost, expenses and liabilities which may
      be
      incurred therein or thereby; and, provided further, that, subject to the
      provisions of Section 8.01, the Trustee shall have the right to decline to
      follow any such direction if the Trustee, 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 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. 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 Securities Administrator, the Master Servicer or a
      Certificateholder.

     

    Section
      6.20. Preparation
      of Tax Returns and Other Reports.

     

    (a) [Reserved].

     

    (b) [Reserved].

     

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

     

    (d) Reports
      Filed on Form 10-D. 

     

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

     


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit P-1 hereto, within five calendar days after the related
      Distribution Date, (A) certain parties to the Structured Adjustable Rate
      Mortgage Loan Trust 2006-7 transaction shall be required to provide to the
      Securities Administrator and the Depositor, to the extent known by a responsible
      officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
      easily convertible to EDGAR format), or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Additional Form 10-D Disclosure, if applicable, and include with such
      Additional Form 10-D Disclosure, an Additional Disclosure Notification in the
      form attached hereto as Exhibit P-4, and (B) the Depositor will approve, as
      to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph.

     

    (iii) After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a 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 Securities Administrator. If a Form 10-D cannot be filed
      on time or if a previously filed Form 10-D needs to be amended, the Securities
      Administrator will follow the procedures set forth in subsection (g)(ii) of
      this
      Section 6.20. Promptly (but no later than one Business Day) after filing with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Securities Administrator of its duties under this Section 6.20(d) related
      to
      the timely preparation and filing of Form 10-D is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 6.20(d). The Securities Administrator shall have no liability
      for any loss, expense, damage, claim arising out of or with respect to any
      failure to properly prepare and/or timely file such Form 10-D, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (e) Reports
      Filed on Form 10-K.

     


    
      
        
        

      

      
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    (i) Within
      90
      days after the end of each fiscal year of the Trust Fund or such earlier date
      as
      may be required by the Exchange Act (the “10-K Filing Deadline”) (it being
      understood that the fiscal year for the Trust Fund ends on December
      31st
      of each
      year), commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Trust Fund a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement and in the related
      Servicing Agreements and Custodial Agreements, (A) an annual compliance
      statement for each Servicer, each Additional Servicer and the Master Servicer,
      as described under Section 9.26 hereof and in each Servicing Agreement, (B)(I)
      the annual reports on assessment of compliance with servicing criteria for
      each
      Servicer, each Custodian, each Additional Servicer, the Master Servicer, each
      Subservicer, each Subcontractor, any Servicing Function Participant and the
      Securities Administrator (each, a “Reporting Servicer”), as described under
      Section 9.25(a) hereof and in each Servicing Agreement and Custodial Agreement,
      and (II) if any Reporting Servicer’s report on assessment of compliance with
      servicing criteria described under Section 9.25(a) hereof or in any Servicing
      Agreement or Custodial Agreement identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      any
      Reporting Servicer’s report on assessment of compliance with servicing criteria
      described under Section 9.25(a) hereof or in the any Servicing Agreement or
      Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, (C)(I) the registered public accounting firm attestation report for
      each Reporting Servicer, as described under Section 9.25(b) hereof and in each
      Servicing Agreement and Custodial Agreement and (II) if any registered public
      accounting firm attestation report described under Section 9.25(b) hereof or
      in
      any Servicing Agreement or Custodial Agreement identifies any material instance
      of noncompliance, disclosure identifying such instance of noncompliance, or
      if
      any such registered public accounting firm attestation report is not included
      as
      an exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, and (D) a Sarbanes-Oxley
      Certification. Any disclosure or information in addition to (A) through (D)
      above that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be determined and prepared by and at the direction of the
      Depositor pursuant to the following paragraph and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
      

     

    (ii) As
      set
      forth on Exhibit P-2 hereto, no later than March 15 of each year that the Trust
      Fund is subject to the Exchange Act reporting requirements, commencing in 2007,
      (A) the parties to the Structured Adjustable Rate Mortgage Loan Trust 2006-7
      transaction shall be required to provide to the Securities Administrator and
      the
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable and include with such Additional
      Form 10-K Disclosure, an Additional Disclosure Notification in the form attached
      hereto as Exhibit P-4, and (B) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Securities Administrator has no duty
      under this Agreement to monitor or enforce the performance by the parties listed
      on Exhibit P-2 of their duties under this paragraph or proactively solicit
      or
      procure from such parties any Form 10-K Disclosure Information. The Sponsor
      will
      be responsible for any reasonable fees and expenses assessed or incurred by
      the
      Securities Administrator in connection with including any Additional Form 10-K
      Disclosure on Form 10-K pursuant to this paragraph. 

    
      
        
        

      

      
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    (iii) After
      preparing the Form 10-K, the Securities Administrator 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 Securities Administrator. If a Form 10-K cannot be filed
      on time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in subsection (g)(ii) of
      this
      Section 6.20. Promptly (but no later than one Business Day) after filing with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-K filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Securities Administrator of its duties under this Section 6.20(e) related
      to
      the timely preparation and filing of Form 10-K is contingent upon such parties
      (and any Additional Servicer or Servicing Function Participant) strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The
      Securities Administrator shall have no liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare and/or
      timely file such Form 10-K, where such failure results from the Securities
      Administrator’s inability or failure to obtain or receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     

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

     


    
      
        
        

      

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

     

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

     

    (ii) As
      set
      forth on Exhibit P-3 hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than Noon New York City time
      on
      the 2nd Business Day after the occurrence of a Reportable Event (A) the parties
      to the Structured Adjustable Rate Mortgage Loan Trust 2006-7 transaction shall
      be required to provide to the Securities Administrator and the Depositor, to
      the
      extent known by a responsible officer thereof, in EDGAR-compatible form (which
      may be Word or Excel documents easily convertible to EDGAR format), or in such
      other form as otherwise agreed upon by the Securities Administrator and such
      party, the form and substance of any Form 8-K Disclosure Information, if
      applicable, and include with such Form 8-K Disclosure Information, an Additional
      Disclosure Notification in the form attached hereto as Exhibit P-4, and (B)
      the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Form 8-K Disclosure Information. The Securities
      Administrator has no duty under this Agreement to monitor or enforce the
      performance by the parties listed on Exhibit P-3 of their duties under this
      paragraph or proactively solicit or procure from such parties any Form 8-K
      Disclosure Information. The Sponsor will be responsible for any reasonable
      fees
      and expenses assessed or incurred by the Securities Administrator in connection
      with including any Form 8-K Disclosure Information on Form 8-K pursuant to
      this
      paragraph. 

     

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

     


    
      
        
        

      

      
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    (g) Delisting;
      Amendments; Late Filings.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    Section
      6.21. Reporting
      Requirements of the Commission.

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 6.01,
      6.20, 9.25 and 9.26 of this Agreement is to facilitate compliance by the
      Sponsor, the Master Servicer, the Securities Administrator and the Depositor
      with the provisions of Regulation AB, as such may be amended or clarified from
      time to time. Therefore, each of the parties agrees that (a) the obligations
      of
      the parties hereunder shall be interpreted in such a manner as to accomplish
      compliance with Regulation AB, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB and (c) the parties
      shall comply with reasonable requests made by the Sponsor, the Master Servicer,
      the Securities Administrator or the Depositor for delivery of additional or
      different information as the Sponsor, the Master Servicer, the Securities
      Administrator or the Depositor may determine in good faith is necessary to
      comply with the provisions of Regulation AB.

    

      
        
          
          

        

        
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    Section
      6.22. No
      Merger. 

     

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

     

    Section
      6.23. Indemnification
      by the Securities Administrator. 

     

    The
      Securities Administrator agrees to indemnify the Depositor, the Trustee and
      the
      Master Servicer, and each of their respective directors, officers, employees
      and
      agents and the Trust Fund and hold each of them harmless from and against any
      losses, damages, penalties, fines, forfeitures, legal fees and expenses and
      related costs, judgments, and any other costs, fees and expenses that any of
      them may sustain arising out of or based upon the engagement of any
      Subcontractor in violation of Section 6.01(k) or any failure by the Securities
      Administrator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Agreement, including
      any report under Sections 9.25(a) or (b). This indemnification shall survive
      the
      termination of this Agreement or the termination of the Securities Administrator
      hereunder.

     

    ARTICLE
      VII

     

    PURCHASE
      AND TERMINATION

    OF
      THE
      TRUST FUND

     

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

     

    (a) The
      respective obligations and responsibilities of the Trustee, the Securities
      Administrator and the Master Servicer created hereby (other than the obligation
      of the Trustee to make payments to Certificateholders as set forth in Section
      7.02, the obligation of the Master Servicer to make a final remittance to the
      Securities Administrator for deposit into the Certificate Account pursuant
      to
      Section 4.01 and the obligations of the Master Servicer to the Securities
      Administrator and the Trustee pursuant to Sections 9.10 and 9.14), shall
      terminate on the earlier of (i) the final payment or other liquidation of the
      last Mortgage Loan remaining in the Trust Fund and the disposition of all REO
      Property and (ii) the sale of all remaining property held by the Trust Fund
      in
      accordance with Section 7.01(b); provided, however, that in no event shall
      the
      Trust Fund created hereby continue beyond the expiration of 21 years from the
      death of the last survivor of the descendants of Joseph P. Kennedy, the late
      Ambassador of the United States to the Court of St. James’s, living on the date
      hereof. Any termination of the Trust Fund shall be carried out in such a manner
      so that the termination of each REMIC included therein shall qualify as a
“qualified liquidation” under the REMIC Provisions.

     


    
      
        
        

      

      
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    (b) On
      any
      Distribution Date occurring after the date on which (x) the total Scheduled
      Principal Balance of the Mortgage Loans in Pools 1 and 2 is less than 10% of
      the
      Scheduled Principal Balance of the Mortgage Loans in Pool 1 and Pool 2 (in
      the
      aggregate) as of the Cut-off Date or (y) the total Scheduled Principal Balance
      of the Mortgage Loans in Pools 3 and 4 is less than 10% of the Scheduled
      Principal Balance of the Mortgage Loans in Pool 3 and Pool 4 as of the Cut-off
      Date, the Master Servicer, with the consent of the Seller (which consent will
      not be unreasonably withheld), may, upon written direction to the Trustee,
      cause
      the Trustee to sell (or arrange for the sale of) the assets of (x) Pool 1 and
      Pool 2 (in the aggregate) or (y) Pool 3 and Pool 4 (in the aggregate) and
      thereby effect the retirement of the related Certificates. Upon the repurchase
      of such Mortgage Loans, the Master Servicer shall, upon written direction to
      the
      Trustee, cause each of REMIC I-1 and REMIC I-2 (in the case of a sale of the
      assets described in clause (x) above) or each of REMIC II-1, REMIC II-2 and
      REMIC II-3 (in the case of a sale of the assets described in clause (y) above)
      to adopt a plan of complete liquidation pursuant to Section 7.03 hereof to
      sell
      all of its property. The property of the applicable Pool or Pools shall be
      sold
      at a price (the “Repurchase Price”) equal to: (i) 100% of the unpaid principal
      balance of each Mortgage Loan in such Pool or Pools 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 Due Period immediately preceding
      such Distribution Date, (ii) the fair market value of any applicable REO
      Property and any other applicable property (reduced, in the case of REO
      Property, by (x) reasonably anticipated disposition costs and (y) any amount
      by
      which the fair market value as so reduced exceeds the outstanding principal
      balance of the related Mortgage Loan), such fair market value to be determined
      by an appraiser or appraisers appointed by the Master Servicer with the consent
      of the Trustee and (iii) any unreimbursed Servicing Advances with respect to
      each applicable Mortgage Loan. The Master Servicer and each Servicer (or the
      Trustee, if applicable) shall be reimbursed from the Repurchase Price for any
      Mortgage Loan or related REO Property for any Advances or Servicing Advances
      made with respect to the Mortgage Loans that are reimbursable to the Master
      Servicer under this Agreement or to each Servicer under the related Servicing
      Agreement (or to the Trustee hereunder), together with any accrued and unpaid
      compensation and any other amounts due to the Master Servicer and the Trustee
      hereunder or the Custodians or the Servicers under their respective Custodial
      or
      Servicing Agreements, provided that any such compensation or other amount to
      be
      paid to the Custodians and any such other amounts to be paid to the Servicers
      are “unanticipated expenses” within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii). The Securities Administrator shall distribute the assets
      of
      the applicable Pool or Pools on the Distribution Date on which the repurchase
      occurred. Upon the repurchase of all of the Mortgage Loans, the Trust Fund
      shall
      terminate in accordance with the terms of this Agreement.

     

    Section
      7.02. Procedure
      Upon Termination of Trust Fund.

     

    (a) Notice
      of
      any termination of the Trust Fund (or the retirement of the Certificates related
      to Mortgage Group I or Mortgage Group II, as applicable) pursuant to the
      provisions of Section 7.01, specifying the Distribution Date upon which the
      final distribution shall be made, shall be given promptly by the Securities
      Administrator by first class mail to the applicable Certificateholders mailed
      (x) no later than five Business Days after the Securities Administrator has
      received notice from the Master Servicer of its intent to exercise its right
      to
      cause the termination of the Trust Fund pursuant to Section 7.01(b) (or the
      retirement of the Certificates related to Mortgage Group I or Mortgage Group
      II,
      as applicable, to the extent the other such Mortgage Group is not terminated
      pursuant to such Section 7.01(b)) or (y) upon the final payment or other
      liquidation of the last Mortgage Loan or REO Property in the Trust Fund. Such
      notice shall specify (A) the Distribution Date upon which final distribution
      on
      the Certificates of all amounts required to be distributed to Certificateholders
      pursuant to Section 5.02 will be made upon presentation and surrender of the
      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 Securities Administrator therein specified. The
      Securities Administrator shall give such notice to the Trustee, the Master
      Servicer, the Depositor and the Certificate Registrar at the time such notice
      is
      given to Holders of the Certificates. Upon any such termination of the entire
      Trust Fund, the duties of the Certificate Registrar with respect to the
      applicable Certificates shall terminate and the Trustee shall terminate, or
      request the Master Servicer to terminate, the Collection Account it maintains,
      the Certificate Account and any other account or fund maintained with respect
      to
      the related Certificates, subject to the Securities Administrator’s obligation
      hereunder to hold all amounts payable to Certificateholders in trust without
      interest pending such payment.

      
        
          
          

        

        
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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 Securities Administrator 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 Securities Administrator 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 Securities
      Administrator 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 and the Securities Administrator
      in
      connection with any termination or liquidation of the Trust Fund (or a Mortgage
      Group thereof) shall be paid from proceeds received from the liquidation of
      the
      Trust Fund, but only to the extent that such expenses constitute “unanticipated
      expenses” within the meaning of Treasury Regulations Section
      1.860G-1(b)(3)(ii).

     

    Section
      7.03. Additional
      Requirements under the REMIC Provisions.

     

    (a) Any
      sale
      pursuant to Section 7.01(b) shall be effected in accordance with the following
      additional requirements, unless the Trustee seeks (at the request of the party
      exercising the option to repurchase all of the Mortgage Loans, pursuant to
      Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the
      expense of such requesting party), addressed to the Trustee to the effect that
      the failure of the Trust Fund to comply with the requirements of this Section
      7.03 will not (i) result in the imposition of taxes on any REMIC under the
      REMIC
      Provisions or (ii) cause any REMIC established hereunder to fail to qualify
      as a
      REMIC at any time that any Certificates are outstanding:

     

    (i) in
      the
      case of a sale of the assets of Mortgage Group I:

     

    
      
        
        

      

      
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    (A) The
      Trustee shall sell all of the assets of Mortgage Group I for cash and, within
      90
      days of such sale, shall distribute the proceeds of such sale to the Group
      I
      Certificateholders in complete liquidation of REMIC I-1 and REMIC I-2;
      and

     

    (B) The
      Securities Administrator shall attach a statement to the final Federal income
      tax return for each of REMIC I-1 and REMIC I-2 stating that pursuant to Treasury
      Regulation § 1.860F-1, the first day of the 90-day liquidation period for each
      such REMIC was the date on which the Trustee sold such assets; and

     

    (ii) in
      the
      case of a sale of the assets of Mortgage Group II:

     

    (A) The
      Trustee shall sell all of the assets of Mortgage Group II for cash and, within
      90 days of such sale, shall distribute the proceeds of such sale to the Group
      II
      Certificateholders in complete liquidation of REMIC II-1, REMIC II-2 and REMIC
      II-3; and

     

    (B) The
      Securities Administrator shall attach a statement to the final Federal income
      tax return for each of REMIC II-1, REMIC II-2 and REMIC II-3 stating that
      pursuant to Treasury Regulation § 1.860F-1, the first day of the 90-day
      liquidation period for each such REMIC was the date on which the Trustee sold
      such assets.

     

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

     

    ARTICLE
      VIII

     

    RIGHTS
      OF
      CERTIFICATEHOLDERS

     

    Section
      8.01. Limitation
      on Rights of Holders.

     

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

     


    
      
        
        

      

      
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    (b) No
      Certificateholder, solely by virtue of its status as Certificateholder, shall
      have any right by virtue or by availing of any provision of this Agreement
      to
      institute any suit, action or proceeding in equity or at law upon or under
      or
      with respect to this Agreement, unless such Holder previously shall have given
      to the Trustee a written notice of an Event of Default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      evidencing not less than 25% of the Class Principal Amount (or Class Notional
      Amount or Percentage Interest) of Certificates of each Class affected thereby
      shall have made written request upon the Trustee to institute such action,
      suit
      or proceeding in its own name as Trustee hereunder and shall have offered to
      the
      Trustee such reasonable indemnity as it may require against the cost, expenses
      and liabilities to be incurred therein or thereby, and the Trustee, for sixty
      days after its receipt of such notice, request and offer of indemnity, shall
      have neglected or refused to institute any such action, suit or proceeding
      and
      no direction inconsistent with such written request has been given such Trustee
      during such sixty-day period by such Certificateholders; it being understood
      and
      intended, and being expressly covenanted by each Certificateholder with every
      other Certificateholder and the Trustee, that no one or more Holders of
      Certificates shall have any right in any manner whatever by virtue or by
      availing of any provision of this Agreement to affect, disturb or prejudice
      the
      rights of the Holders of any other of such Certificates, or to obtain or seek
      to
      obtain priority over or preference to any other such Holder, or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      benefit of all Certificateholders. For the protection and enforcement of the
      provisions of this Section, each and every Certificateholder and the Trustee
      shall be entitled to such relief as can be given either at law or in
      equity.

     

    Section
      8.02. Access
      to List of Holders.

     

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

     

    (b) If
      three
      or more Holders or Certificate Owners (hereinafter referred to as “Applicants”)
      apply in writing to the Securities Administrator, 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 Securities Administrator shall, within five Business Days after the receipt
      of such application, afford such Applicants reasonable access during the normal
      business hours of the Securities Administrator to the most recent list of
      Certificateholders held by the Securities Administrator or shall, as an
      alternative, send, at the Applicants’ expense, the written communication
      proffered by the Applicants to all Certificateholders at their addresses as
      they
      appear in the Certificate Register.

     

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

      
        
          
          

        

        
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    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 Securities Administrator and,
      where expressly required herein, to the Master Servicer. Such instrument or
      instruments (as the action embodies therein and evidenced thereby) are herein
      sometimes referred to as an “Act” of the Holders signing such instrument or
      instruments. Proof of execution of any such instrument or of a writing
      appointing any such agents shall be sufficient for any purpose of this Agreement
      and conclusive in favor of the Trustee, the Securities Administrator and Master
      Servicer, if made in the manner provided in this Section. Each of the Trustee,
      the Securities Administrator and 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 (whether or not such Certificates shall be overdue
      and
      notwithstanding any notation of ownership or other writing thereon made by
      anyone other than the Trustee) shall be proved by the Certificate Register,
      and
      none of the Trustee, the Securities Administrator, the Master Servicer and
      the
      Depositor shall be affected by any notice to the contrary.

     

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

     

    ARTICLE
      IX


     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

    BY
      THE
      MASTER SERVICER

      
        
          
          

        

        
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    Section
      9.01. Duties
      of the Master Servicer.

     

    The
      Certificateholders, by their purchase and acceptance of the Certificates,
      appoint Aurora Loan Services LLC, as Master Servicer. For and on behalf of
      the
      Depositor, the Trustee and the Certificateholders, the Master Servicer shall
      master service the Mortgage Loans in accordance with the provisions of this
      Agreement and the provisions of the applicable 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 Fidelity Bond and
      an
      Errors and Omissions Insurance Policy, affording coverage with respect to all
      directors, officers, employees and other Persons acting on such Master
      Servicer’s behalf, and covering errors and omissions in the performance of the
      Master Servicer’s obligations hereunder. The Errors and Omissions Insurance
      Policy and the Fidelity Bond shall be in such form and amount that would meet
      the requirements of FNMA or FHLMC if it were the purchaser of the Mortgage
      Loans. The Master Servicer shall (i) require each Servicer to maintain an Errors
      and Omissions Insurance Policy and a Fidelity Bond in accordance with the
      provisions of the applicable Servicing Agreement, (ii) cause each Servicer
      to
      provide to the Master Servicer certificates evidencing that such policy and
      bond
      is in effect and to furnish to the Master Servicer any notice of cancellation,
      non-renewal or modification of the policy or bond received by it, as and to
      the
      extent provided in the applicable Servicing Agreement, and (iii) furnish copies
      of the certificates and notices referred to in clause (ii) to the Trustee upon
      its request. The Fidelity Bond and Errors and Omissions Insurance Policy may
      be
      obtained and maintained in blanket form.

     

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

     

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

     

    For
      each
      year this Agreement is in effect, the Master Servicer shall submit to the
      Trustee, each Rating Agency and the Depositor a copy of its annual unaudited
      financial statements on or prior to March 15th
      of each
      year commencing on March 15, 2007. Such financial statements shall include
      a
      balance sheet, income statement, statement of retained earnings, statement
      of
      additional paid-in capital, statement of changes in financial position and
      all
      related notes and schedules and shall be in comparative form, certified by
      a
      nationally recognized firm of Independent Accountants to the effect that such
      statements were examined and prepared in accordance with generally accepted
      accounting principles applied on a basis consistent with that of the preceding
      year.


    
      
        
        

      

      
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    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
      and
      the Certificateholders under this Agreement. The Master Servicer further is
      authorized and empowered by the Trustee, on behalf of the Certificateholders
      and
      the Trustee, in its own name or in the name of any Servicer, when the Master
      Servicer or a Servicer, as the case may be, believes it is appropriate in its
      best judgment to register any Mortgage Loan with MERS, or cause the removal
      from
      the registration of any Mortgage Loan on the MERS system, to execute and
      deliver, on behalf of the Trustee and the Certificateholders or any of them,
      any
      and all instruments of assignment and other comparable instruments with respect
      to such assignment or re-recording of a Mortgage in the name of MERS, solely
      as
      nominee for the Trustee and its successors and assigns. The Master Servicer
      shall represent and protect the interests of the Trust Fund in the same manner
      as it protects its own interests in mortgage loans in its own portfolio in
      any
      claim, proceeding or litigation regarding a Mortgage Loan and shall not make
      or
      knowingly permit any Servicer to make any modification, waiver or amendment
      of
      any term of any Mortgage Loan that would cause any REMIC included in the Trust
      Fund to fail to qualify as a REMIC or result in the imposition of any tax under
      Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality
      of the foregoing, the Master Servicer in its own name or in the name of a
      Servicer, and each Servicer, to the extent such authority is delegated to such
      Servicer by the Master Servicer under the applicable Servicing Agreement, is
      hereby authorized and empowered by the Trustee when the Master Servicer or
      a
      Servicer, as the case may be, believes it appropriate in its best judgment
      and
      in accordance with Accepted Servicing Practices and the applicable Servicing
      Agreement, to execute and deliver, on behalf of itself and the
      Certificateholders, the Trustee or any of them, any and all instruments of
      satisfaction or cancellation, or of partial or full release or discharge and
      all
      other comparable instruments, with respect to the Mortgage Loans and with
      respect to the Mortgaged Properties. The Trustee shall furnish the Master
      Servicer or a Servicer, upon request, with any powers of attorney prepared
      by
      the Master Servicer or such Servicer empowering the Master Servicer or such
      Servicer to execute and deliver instruments of satisfaction or cancellation,
      or
      of partial or full release or discharge, and to foreclose upon or otherwise
      liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
      action relating to the Mortgage Loans or the Mortgaged Property, in accordance
      with the applicable Servicing Agreement and this Agreement, and the Trustee
      shall execute and deliver such other documents, as the Master Servicer may
      request, necessary or appropriate to enable the Master Servicer to master
      service the Mortgage Loans and carry out its duties hereunder and to allow
      each
      Servicer to service the Mortgage Loans, in each case in accordance with Accepted
      Servicing Practices (and the Trustee shall have no liability for misuse of
      any
      such powers of attorney by the Master Servicer or the applicable Servicer).
      If
      the Master Servicer or the Trustee has been advised that it is likely that
      the
      laws of the state in which action is to be taken prohibit such action if taken
      in the name of the Trustee or that the Trustee would be adversely affected
      under
      the “doing business” or tax laws of such state if such action is taken in its
      name, then upon request of the Trustee, the Master Servicer shall join with
      the
      Trustee in the appointment of a co-trustee pursuant to Section 6.09 hereof.
      In
      the performance of its duties hereunder, the Master Servicer shall be an
      independent contractor and shall not, except in those instances where it is
      taking action in the name of the Trustee, be deemed to be the agent of the
      Trustee.

     


    
      
        
        

      

      
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    (b) In
      master
      servicing and administering the Mortgage Loans, the Master Servicer shall employ
      procedures and exercise the same care that it customarily employs and exercises
      in master servicing and administering loans for its own account, giving due
      consideration to Accepted Servicing Practices where such practices do not
      conflict with this Agreement. Consistent with the foregoing, the Master Servicer
      may, and may permit any Servicer to, in its discretion (i) waive any late
      payment charge (but not any Prepayment Penalty Amount, except as set forth
      below) and (ii) extend the due dates for payments due on a Mortgage Note for
      a
      period not greater than 120 days; provided, however, that the maturity of any
      Mortgage Loan shall not be extended past the date on which the final payment
      is
      due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event
      of
      any extension described in clause (ii) above, the Master Servicer shall make
      or
      cause to be made Advances on the related Mortgage Loan in accordance with the
      provisions of Section 5.04 on the basis of the amortization schedule of such
      Mortgage Loan without modification thereof by reason of such extension.
      Notwithstanding anything to the contrary in this Agreement, the Master Servicer
      shall not make or knowingly permit any modification, waiver or amendment of
      any
      material term of any Mortgage Loan unless: (1) such Mortgage Loan is in default
      or default by the related Mortgagor is, in the reasonable judgment of the Master
      Servicer or the applicable Servicer, reasonably foreseeable, (2) in the case
      of
      a waiver of a Prepayment Penalty Amount if (a) such Mortgage Loan is in default
      or default by the related Mortgagor is reasonably foreseeable, and such waiver
      would maximize recovery of total proceeds taking into account the value of
      such
      Prepayment Penalty Amount and the related Mortgage Loan or (b) the prepayment
      is
      not the result of a refinance by the Servicer or any of its affiliates and
      (i)
      such Mortgage Loan is in default or default by the related Mortgagor is, in
      the
      reasonable judgment of the Master Servicer or the applicable Servicer,
      reasonably foreseeable, and such waiver would maximize recovery of total
      proceeds taking into account the value of such Prepayment Penalty Amount and
      the
      related Mortgage Loan or (ii) the collection of the Prepayment Penalty Amount
      would be in violation of applicable laws or (iii) the collection of such
      Prepayment Penalty Amount would be considered “predatory” pursuant to written
      guidance published or issued by any applicable federal, state or local
      regulatory authority acting in its official capacity and having jurisdiction
      over such matters, and (3) the Master Servicer shall have provided or caused
      to
      be provided to the Trustee an Opinion of Counsel (which opinion shall, if
      provided by the Master Servicer, be an expense reimbursed, to the extent it
      is
      an unanticipated expense within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii) from the Collection Account pursuant to Section 4.02(v))
      in
      writing to the effect that such modification, waiver or amendment would not
      cause an Adverse REMIC Event; provided, in no event shall an Opinion of Counsel
      be required for the waiver of a Prepayment Penalty Amount under clause (2)
      above.

     

     


    
      
        
        

      

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

     

    (a) Each
      Servicing Agreement requires the applicable Servicer to service the Mortgage
      Loans in accordance with the provisions thereof. References in this Agreement
      to
      actions taken or to be taken by the Master Servicer include such actions taken
      or to be taken by a Servicer pursuant to a Servicing Agreement. Any fees, costs
      and expenses and other amounts payable to such Servicers shall be deducted
      from
      amounts remitted to the Master Servicer by the applicable Servicer (to the
      extent permitted by the applicable Servicing Agreement) and shall not be an
      obligation of the Trust, 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.

     

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

     


    
      
        
        

      

      
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    (d) The
      Master Servicer shall be entitled to conclusively rely on any certifications
      or
      other information provided by the Servicers under the terms of the applicable
      Servicing Agreement, in its preparation of any certifications, 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 shall deposit
      therein any collections of amounts received with respect to amounts due for
      taxes, assessments, water rates, Standard Hazard Insurance Policy premiums
      or
      any comparable items for the account of the Mortgagors. Withdrawals from any
      Escrow Account may be made (to the extent amounts have been escrowed for such
      purpose) only in accordance with the applicable Servicing Agreement. Each
      Servicer shall be entitled to all investment income not required to be paid
      to
      Mortgagors on any Escrow Account maintained by such Servicer. The Master
      Servicer shall make (or cause to be made) to the extent provided in the
      applicable Servicing Agreement advances to the extent necessary in order to
      effect timely payment of taxes, water rates, assessments, Standard Hazard
      Insurance Policy premiums or comparable items in connection with the related
      Mortgage Loan (to the extent that the Mortgagor is required, but fails, to
      pay
      such items), provided that it has determined that the funds so advanced are
      recoverable from escrow payments, reimbursement pursuant to Section 4.02(v)
      or
      otherwise.

     

    (b) Costs
      incurred by the Master Servicer or by Servicers in effecting the timely payment
      of taxes and assessments on the properties subject to the Mortgage Loans may
      be
      added to the amount owing under the related Mortgage Note where the terms of
      the
      Mortgage Note so permit; provided, however, that the addition of any such cost
      shall not be taken into account for purposes of calculating the distributions
      to
      be made to Certificateholders. Such costs, to the extent that they are
      unanticipated expenses within the meaning of Treasury Regulations Section
      1.860G-1(b)(3)(ii) shall be recoverable by the Master Servicer pursuant to
      Section 4.02(v).

     

    Section
      9.07. Termination
      of Servicing Agreements; Successor Servicers.

     

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

     

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

     

    
      
        
        

      

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

     

    Section
      9.08. Master
      Servicer Liable for Enforcement.

     

    Notwithstanding
      any Servicing Agreement, the Master Servicer shall remain obligated and liable
      to the Trustee and the Certificateholders in accordance with the provisions
      of
      this Agreement, to the extent of its obligations hereunder, without diminution
      of such obligation or liability by virtue of such Servicing Agreements or
      arrangements. The Master Servicer shall use commercially reasonable efforts
      to
      ensure that the Mortgage Loans are serviced in accordance with the provisions
      of
      this Agreement and shall use commercially reasonable efforts to enforce the
      provisions of each Servicing Agreement for the benefit of the
      Certificateholders. The Master Servicer shall be entitled to enter into any
      agreement with the Servicers for indemnification of the Master Servicer and
      nothing contained in this Agreement shall be deemed to limit or modify such
      indemnification. Except as expressly set forth herein, the Master Servicer
      shall
      have no liability for the acts or omissions of any Servicer in the performance
      by such Servicer of its obligations under the related Servicing
      Agreement.

     

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

     

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

     

    Section
      9.10. Assumption
      of Servicing Agreement by Securities Administrator.

     

    (a) In
      the
      event the Master Servicer shall for any reason no longer be the Master Servicer
      (including by reason of any Event of Default under this Agreement), after a
      period not to exceed ninety days after the Securities Administrator receives
      written notice from the Trustee pursuant to Section 6.14 or Section 9.28, as
      applicable, the Securities Administrator shall thereupon assume all of the
      rights and obligations of such Master Servicer hereunder and enforce the rights
      under each Servicing Agreement entered into with respect to the Mortgage Loans.
      The Securities Administrator, its designee or any successor master servicer
      appointed by the Securities Administrator or 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
      Securities Administrator, and hereby agrees to indemnify and hold harmless
      the
      Securities Administrator from and against all costs, damages, expenses and
      liabilities (including reasonable attorneys’ fees) incurred by the Securities
      Administrator as a result of such liability or obligations of the Master
      Servicer and in connection with the Securities Administrator’s assumption (but
      not its performance, except to the extent that costs or liability of the
      Securities Administrator are created or increased as a result of negligent
      or
      wrongful acts or omissions of the Master Servicer prior to its replacement
      as
      Master Servicer) of the Master Servicer’s obligations, duties or
      responsibilities thereunder; provided that the Master Servicer shall not
      indemnify or hold harmless the Securities Administrator against negligent or
      willful misconduct of the Securities Administrator.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      9.12. Release
      of Mortgage Files.

     

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

     

    
      
        
        

      

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

     

     


    
      
        
        

      

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

     

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

     

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

     

    (c) The
      Master Servicer hereby acknowledges that concurrently with the execution of
      this
      Agreement, the Trustee shall own or, to the extent that a court of competent
      jurisdiction shall deem the conveyance of the Mortgage Loans from the Seller
      to
      the Depositor not to constitute a sale, the Trustee shall have a security
      interest in the Mortgage Loans and in all Mortgage Files representing such
      Mortgage Loans and in all funds and investment property now or hereafter held
      by, or under the control of, a Servicer or the Master Servicer that are
      collected by such Servicer or the Master Servicer in connection with the
      Mortgage Loans, whether as scheduled installments of principal and interest
      or
      as full or partial prepayments of principal or interest or as a Subsequent
      Recovery, Liquidation Proceeds or Insurance Proceeds or otherwise, and in all
      proceeds of the foregoing and proceeds of proceeds (but excluding any fee or
      other amounts to which such Servicer is entitled under the applicable Servicing
      Agreement, or the Master Servicer or the Depositor is entitled to hereunder);
      and the Master Servicer agrees that so long as the Mortgage Loans are assigned
      to and held by the Trustee or 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
      laws.

     


    
      
        
        

      

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

     

    Section
      9.14. Representations
      and Warranties of the Master Servicer.

     

    (a) The
      Master Servicer hereby represents and warrants to the Depositor, the Securities
      Administrator and the Trustee, for the benefit of the Certificateholders, as
      of
      the Closing Date that:

     

    (i) it
      is
      validly existing and in good standing under the jurisdiction of its formation,
      and as Master Servicer has full power and authority to transact any and all
      business contemplated by this Agreement and to execute, deliver and comply
      with
      its obligations under the terms of this Agreement, the execution, delivery
      and
      performance of which have been duly authorized by all necessary corporate action
      on the part of the Master Servicer;

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    (vii) the
      Master Servicer, or an Affiliate thereof the primary business of which is the
      servicing of conventional residential mortgage loans, is an FNMA- and FHLMC-
      approved seller/servicer;

     

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

     

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

     

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

     

    (b) It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 9.14 shall survive the execution and delivery of this Agreement. The
      Master Servicer shall indemnify the Depositor, the Securities Administrator
      and
      the Trustee and hold them harmless against any loss, damages, penalties, fines,
      forfeitures, legal fees and related costs, judgments, and other costs and
      expenses resulting from any claim, demand, defense or assertion based on or
      grounded upon, or resulting from, a breach of the Master Servicer’s
      representations and warranties contained in Section 9.14(a). Notwithstanding
      anything in this Agreement to the contrary, the Master Servicer shall not be
      liable for special, indirect or consequential losses or damages of any kind
      whatsoever (including, but not limited to, lost profits). It is understood
      and
      agreed that the enforcement of the obligation of the Master Servicer set forth
      in this Section to indemnify the Depositor, the Securities Administrator 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 Securities Administrator and
      the Trustee, respecting a breach of the foregoing representations and
      warranties. Such indemnification shall survive any termination of the Master
      Servicer as Master Servicer hereunder, and any termination of this
      Agreement.

     


    
      
        
        

      

      
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    Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by any of the Depositor, the Master Servicer, the
      Securities Administrator 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). It is understood and agreed
      that
      the enforcement of the obligation of the Depositor set forth in this Section
      to
      indemnify the Master Servicer as provided in this Section constitutes the sole
      remedy of the Master Servicer respecting a breach by the Depositor of the
      representations and warranties in Sections 2.03(a)(i) through (vi).

     

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

     

    Section
      9.15. Closing
      Certificate and Opinion.

     

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

     

    Section
      9.16. Standard
      Hazard and Flood Insurance Policies.

     

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

     


    
      
        
        

      

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

     

    Section
      9.17. Presentment
      of Claims and Collection of Proceeds.

     

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

     

    Section
      9.18. Maintenance
      of the Primary Mortgage Insurance Policies.

     

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

     

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

     

     


    
      
        
        

      

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

     

    The
      Trustee (or the applicable Custodian, as directed by 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, as directed by the Trustee) shall also retain possession and custody
      of each Mortgage File in accordance with and subject to the terms and conditions
      of this Agreement. The Master Servicer shall promptly deliver or cause to be
      delivered to the Trustee (or the applicable Custodian, as directed by the
      Trustee), upon the execution or receipt thereof the originals of the Primary
      Mortgage Insurance Policies and any certificates of renewal thereof, and such
      other documents or instruments that constitute portions of the Mortgage File
      that come into the possession of the Master Servicer from time to
      time.

     

    Section
      9.20. Realization
      Upon Defaulted Mortgage Loans.

     

    The
      Master Servicer shall use its reasonable best efforts to, or to cause 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
      Certificateholders and which shall be consistent with its customary practices
      in
      performing its general mortgage servicing activities; provided that the Master
      Servicer shall not be liable in any respect hereunder if the Master Servicer
      is
      acting in connection with any such foreclosure or other conversion or action
      in
      a manner that is consistent with the provisions of this Agreement. Neither
      the
      Master Servicer, nor any Servicer, shall be required to expend its own funds
      or
      incur other reimbursable charges in connection with any foreclosure, or
      attempted foreclosure which is not completed, or toward the correction of any
      default on a related senior mortgage loan, or towards the restoration of any
      property unless it shall determine (i) that such restoration and/or
      foreclosure will increase the proceeds of liquidation of the Mortgage Loan
      to
      the Certificateholders after reimbursement to itself for such expenses or
      charges and (ii) that such expenses and charges will be recoverable to it
      through Liquidation Proceeds or Insurance Proceeds (as provided in Section
      4.02).

     

    Section
      9.21. Compensation
      to the Master Servicer.

     

    
      
        
        

      

      
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    The
      Master Servicer shall (i) be entitled, at its election, either (a) to pay itself
      the Master Servicing Fee, in respect of the Mortgage Loans out of any Mortgagor
      payment on account of interest prior to the deposit of such payment in the
      Collection Account it maintains or (b) to withdraw from the Collection Account
      the Master Servicing Fee to the extent permitted by Section 4.02(iv). The Master
      Servicer shall also be entitled, at its election, either (a) to pay itself
      the
      Master Servicing Fee in respect of each delinquent Mortgage Loan master serviced
      by it out of Liquidation Proceeds in respect of such Mortgage Loan or other
      recoveries with respect thereto to the extent permitted in Section 4.02 or
      (b)
      to withdraw from the Collection Account it maintains the Master Servicing Fee
      in
      respect of each Liquidated Mortgage Loan to the extent of such Liquidation
      Proceeds or other recoveries, 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 Penalty
      Amount) 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(b).

     

    Section
      9.22. REO
      Property.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    Section
      9.23. Notices
      to the Depositor and the Securities Administrator 

     

    (a) The
      Master Servicer shall promptly notify the Securities Administrator, 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 R to this Agreement. On or before March
      1st
      of each
      year, the Depositor shall distribute the information in Exhibit R to the Master
      Servicer.

     

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

     

    Section
      9.24. Reports
      to the Trustee and the Securities Administrator.

     

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

     

    
      
        
        

      

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

     

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

     

    (d) The
      Master Servicer shall provide the Securities Administrator with such information
      as the Securities Administrator may reasonably request in connection with its
      responsibilities under Section 10.01 hereof provided that such information
      is in
      the possession of the Master Servicer.

     

    (e) Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor shall
      notify the Securities Administrator in writing, no later than the fifth calendar
      day after the related Distribution Date with respect to the filing of a report
      on Form 10- D and no later than March 15th with respect to the filing of a
      report on Form 10-K, whether the Securities Administrator should indicate “[Yes
      ____] or [No____]” on Form 10-D or Form 10-K, as applicable; provided, that if
      the Securities Administrator does not receive such written notification from
      the
      Depositor, then the Securities Administrator shall be entitled to affirmatively
      conclude that the Depositor (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 if applicable), and (2) has been subject to such filing
      requirements for the past 90 days. The Securities Administrator shall be
      entitled to rely on such written notification or an affirmative indication
      in
      the absence of such notification in timely preparing, executing and/or filing
      any such report in accordance with this Section 9.24(e).

     

    Section
      9.25. Assessment
      of Compliance and Attestation Reports.. 

     

    (a) Assessment
      of Compliance

     

    
      
        
        

      

      
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    (i) On
      or
      before March 15th of each calendar year in which the Depositor is required
      to
      file reports with respect to the Trust Fund in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, beginning with March 15, 2007,
      the Master Servicer and the Securities Administrator, each at its own expense,
      shall furnish, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Sponsor,
      the Depositor, the Master Servicer and the Securities Administrator, a report
      on
      an assessment of compliance with the Relevant Servicing Criteria that contains
      (A) a statement by such party of its responsibility for assessing compliance
      with the Relevant Servicing Criteria, (B) a statement that such party used
      the
      Servicing Criteria to assess compliance with the Relevant Servicing Criteria,
      (C) such party’s assessment of compliance with the Relevant Servicing Criteria
      as of and for the fiscal year covered by the Form 10-K required to be filed
      pursuant to Section 6.20(e), including, if there has been any material instance
      of noncompliance with the Relevant Servicing Criteria, a discussion of each
      such
      failure and the nature and status thereof, and (D) a statement that a registered
      public accounting firm has issued an attestation report on such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      such
      period. Each such assessment, pursuant to clause (C) above, shall cover, at
      a
      minimum, the matters indicated as obligations with respect to such Person on
      Exhibit O attached hereto. Additionally, the Master Servicer shall furnish
      to
      the Securities Administrator copies of the assessments of compliance provided
      to
      it by the Custodians pursuant to the Custodial Agreements.

     

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

     

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

     

    (b) Attestation
      Reports

     


    
      
        
        

      

      
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    (i) On
      or
      before March 15th of each calendar year in which the Depositor is required
      to
      file reports with respect to the Trust Fund in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, beginning with March 15, 2007,
      the Master Servicer and the Securities Administrator, each at its own expense,
      shall cause, and each such party shall cause any Servicing Function Participant
      engaged by it to cause, each at its own expense, a registered public accounting
      firm (which may also render other services to the Master Servicer and the
      Securities Administrator, as the case may be) that is a member of the American
      Institute of Certified Public Accountants to furnish a report to the Sponsor,
      the Depositor, the Master Servicer and the Securities Administrator, as
      applicable, to the effect that (A) it has obtained a representation regarding
      certain matters from the management of such party, which includes an assertion
      that such party has complied with the Relevant Servicing Criteria, and (B)
      on
      the basis of an examination conducted by such firm in accordance with standards
      for attestation engagements issued or adopted by the PCAOB, it is expressing
      an
      opinion as to whether such party’s compliance with the Relevant Servicing
      Criteria was fairly stated in all material respects, or it cannot express an
      overall opinion regarding such party’s assessment of compliance with the
      Relevant Servicing Criteria. In the event that an overall opinion cannot be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language.

     

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

     

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

     

    The
      Master Servicer shall deliver (and the Master Servicer shall cause any
      Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
      and
      the Securities Administrator on or before March 15 of each year, commencing
      in
      March 2007, an Officer’s Certificate stating, as to the signer thereof, that (A)
      a review of such party’s activities during the preceding calendar year or
      portion thereof and of such party’s performance under this Agreement, or such
      other applicable agreement in the case of an Additional Servicer, has been
      made
      under such officer’s supervision and (B) to the best of such officer’s
      knowledge, based on such review, such party has fulfilled all its obligations
      under this Agreement, or such other applicable agreement in the case of an
      Additional Servicer, in all material respects throughout such year or portion
      thereof, or, if there has been a failure to fulfill any such obligation in
      any
      material respect, specifying each such failure known to such officer and the
      nature and status thereof.

     

    Section
      9.27. Merger
      or Consolidation.

     

    Any
      Person into which the Master Servicer may be merged or consolidated, or any
      Person resulting from any merger, conversion, other change in form or
      consolidation to which the Master Servicer shall be a party, or any Person
      succeeding to the business of the Master Servicer, shall be the successor to
      the
      Master Servicer hereunder, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding; provided, however, that the successor or resulting
      Person to the Master Servicer shall be a Person that shall be qualified and
      approved to service mortgage loans for FNMA or FHLMC and shall have a net worth
      of not less than $15,000,000. Notwithstanding the foregoing, as a condition
      to
      the succession to the Master Servicer under this Agreement by any Person (i)
      into which the Master Servicer may be merged or consolidated, or (ii) which
      may
      be appointed as a successor to the Master Servicer, the Master Servicer shall
      notify the Depositor, at least 15 calendar days prior to the effective date
      of
      such succession or appointment, of such succession or appointment and shall
      furnish to the Depositor in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably necessary for the
      Securities Administrator to accurately and timely report, pursuant to Section
      6.20, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
      such reports under the Exchange Act are required to be filed under the Exchange
      Act). 

     

     


    
      
        
        

      

      
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    Section
      9.28. Resignation
      of Master Servicer.

     

    Except
      as
      otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer shall
      not resign from the obligations and duties hereby imposed on it unless it or
      the
      Trustee or the Securities Administrator determines that the Master Servicer’s
      duties hereunder are no longer permissible under applicable law or are in
      material conflict by reason of applicable law with any other activities carried
      on by it and cannot be cured. Any such determination permitting the resignation
      of the Master Servicer shall be evidenced by an Opinion of Counsel that shall
      be
      Independent to such effect delivered to the Trustee and the Securities
      Administrator. In the event such determination of ineligibility of the Master
      Servicer to continue in the capacity of master servicer is made by the Master
      Servicer, the Securities Administrator or the Trustee, no such resignation
      shall
      become effective until a period of time not to exceed ninety days after the
      Securities Administrator receives written notice thereof from the Master
      Servicer or Trustee and until the Securities Administrator shall have assumed,
      or a successor master servicer shall have been appointed by the Trustee or
      the
      Securities Administrator, as applicable, 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 to the Depositor.

     

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

     

    (a) Except
      as
      expressly provided herein, the Master Servicer shall not assign or transfer
      any
      of its rights, benefits or privileges hereunder to any other Person, or delegate
      to or subcontract with, or authorize or appoint any 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 Securities Administrator,
      the Depositor or the Rating Agencies to delegate or assign to or subcontract
      with or authorize or appoint an Affiliate of the Master Servicer to perform
      and
      carry out any duties, covenants or obligations to be performed and carried
      out
      by the Master Servicer hereunder. In no case, however, shall any such
      delegation, subcontracting or assignment to an Affiliate of the Master Servicer
      relieve the Master Servicer of any liability hereunder. Notice of such permitted
      assignment shall be given promptly by the Master Servicer to the Depositor,
      the
      Securities Administrator and the Trustee. If, pursuant to any provision hereof,
      the duties of the Master Servicer are transferred to a successor master
      servicer, the entire amount of the Master Servicing Fees and other compensation
      payable to the Master Servicer pursuant hereto, including amounts payable to
      or
      permitted to be retained or withdrawn by the Master Servicer pursuant to Section
      9.21 hereof, shall thereafter be payable to such successor master
      servicer.

     

    (b) Notwithstanding
      the foregoing, for so long as reports are required to be filed with the
      Commission under the Exchange Act with respect to the Trust, the Master Servicer
      shall not utilize any Subcontractor for the performance of its duties hereunder
      if such Subcontractor would be “participating in the servicing function” within
      the meaning of Item 1122 of Regulation AB without (a) giving notice to the
      Trustee, the Securities Administrator and the Depositor and (b) requiring any
      such Subcontractor to provide to the Master Servicer an attestation report
      as
      provided for in Section 9.25(b) and an assessment report as provided in Section
      9.25(a), which reports the Master Servicer shall include in its attestation
      and
      assessment reports. 

     

    
      
        
        

      

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

     

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

     

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

     

    (c) None
      of
      the Master Servicer, the Seller or the Depositor or any of the directors,
      officers, employees or agents of any of them shall be under any liability to
      the
      Trustee or the Certificateholders for any action taken or for refraining from
      the taking of any action in good faith pursuant to this Agreement, or for errors
      in judgment; provided, however, that this provision shall not protect the Master
      Servicer, the Seller or the Depositor or any such person against any liability
      that would otherwise be imposed by reason of willful misfeasance, bad faith
      or
      negligence in its performance of its duties or by reason of reckless disregard
      for its obligations and duties under this Agreement. The Master Servicer, the
      Seller and the Depositor and any director, officer, employee or agent of the
      Master Servicer 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. Notwithstanding anything herein to the contrary, neither the
      Master Servicer nor the Trustee shall have any liability for the servicing
      of
      the Additional Collateral, including, without limitation, the perfection,
      continuation, partial release, release, termination, realization upon,
      substitution, foreclosure, sale, or any other matter with respect to the
      Additional Collateral, or the enforcement of the Additional Collateral Servicing
      Agreement.

      
        
          
          

        

        
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    Section
      9.31. Indemnification;
      Third-Party Claims.

     

    The
      Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee
      and
      the Securities Administrator, and their respective officers, directors, agents
      and affiliates, hold each of them harmless against any and all claims, losses,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments, and any other costs, liability, fees and expenses that the Depositor,
      the Sponsor, the Trustee or the Securities Administrator may sustain as a result
      of (a) any material breach by the Master Servicer of any of its obligations
      hereunder, including particularly its obligations to provide any report under
      Section 9.25(a), Section 9.25(b) or Section 9.26 or any information, data or
      materials required to be included in any Exchange Act report, provided, however,
      that in no event shall the Master Servicer be liable for any special,
      consequential, indirect or punitive damages pursuant to this Section 9.31,
      even
      if advised of the possibility of such damages, (b) any material misstatement
      or
      omission on any information, data, or materials provided by the Master Servicer,
      or (c) the negligence, bad faith or willful misconduct of the Master Servicer
      in
      connection with its performance hereunder. The Depositor, the Sponsor, the
      Trustee and the Securities Administrator shall immediately notify the Master
      Servicer if a claim is made by a third party with respect to this Agreement
      or
      the Mortgage Loans entitling the Depositor, the Sponsor, the Trustee or the
      Securities Administrator to indemnification hereunder, whereupon the Master
      Servicer shall assume the defense of any such claim and pay all expenses in
      connection therewith, including counsel fees, and promptly pay, discharge and
      satisfy any judgment or decree which may be entered against it or them in
      respect of such claim. This indemnification shall survive the termination of
      this Agreement or the termination of the Master Servicer as a party to this
      Agreement.

     

    Section
      9.32. Allocation
      to Related Mortgage Pool.

     

    Payments
      described in this Article IX made from the Trust Fund shall be allocated and
      limited to collections or other recoveries on the related Mortgage Pool or
      Mortgage Pools and shall be accounted for in such manner.

     

    ARTICLE
      X

     

    REMIC
      ADMINISTRATION

     

    Section
      10.01. REMIC
      and Grantor Trust Administration.

     

    
      
        
        

      

      
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    (a) As
      set
      forth in the Preliminary Statement hereto, REMIC status shall be elected in
      accordance with the REMIC Provisions with respect to each of REMIC I-1, REMIC
      I-2, REMIC II-1, REMIC II-2 and REMIC II-3. The Trustee shall make such
      elections on Forms 1066 or other appropriate federal tax or information return
      for the taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For purposes of such elections, (i) each of the REMIC
      I-1 Interests, other than the Class LTI1-R Interest, is hereby designated as
      a
      regular interest in REMIC I-1; (ii) each of the REMIC I-2 Interests, other
      than
      the Class LTI2-R Interest, is hereby designated as a regular interest in REMIC
      I-2; (iii) each
      of
      the REMIC II-1 Interests, other than the Class LTII1-R Interest, is hereby
      designated as a regular interest in REMIC II-1; (iv) each
      of
      the REMIC II-2 Interests, other than the Class LTII2-R Interest, is hereby
      designated as a regular interest in REMIC II-2; and
      (v)
      each of the REMIC II-3 Interests, other than the Class LTII3-R Interest, is
      hereby designated as a regular interest in REMIC II-3.
      The
      Class LTI1-R Interest is hereby designated as the sole residual interest in
      REMIC I-1. The Class LTI2-R Interest is hereby designated as the sole residual
      interest in REMIC I-2. The Class LTII1-R Interest is hereby designated as the
      sole residual interest in REMIC II-1. The Class LTII2-R Interest is hereby
      designated as the sole residual interest in REMIC II-2. The Class LTII3-R
      Interest is hereby designated as the sole residual interest in REMIC II-3.
      The
      Class R Certificate evidences ownership of the Class LTI1-R Interest, the Class
      the Class LTI2-R Interest, the Class LTII1-R Interest, the Class LTII2-R
      Interest and the Class LTII3-R Interest. The Class P-I and Class P-II
      Certificates shall be neither regular interests nor residual interests in any
      REMIC created hereunder. It is the intention of the parties hereto that the
      segregated pool of assets consisting of any collections of Prepayment Penalty
      Amounts (i) related to the Mortgage Loans in Pool
      1 and Pool 2, and (ii) related to the Mortgage Loans in Pool 3 and Pool
      4
      each
      constitute a grantor trust for federal income tax purposes. The Trustee, by
      its
      execution and delivery hereof, acknowledges the assignment to it of the Grantor
      Trust Assets and declares that it holds and will hold such assets in trust
      for
      the exclusive use and benefit of all present and future Holders of the Class
      P-I
      (in the case of collections of Prepayment Penalty Amounts related to Pool 1
      and
      Pool 2) and Class P-II (in the case of collections of Prepayment Penalty Amounts
      related to Pool 3 and Pool 4) Certificates. The rights of Holders of the Class
      P-I and Class P-II Certificates to receive distributions from the proceeds
      of
      the Grantor Trust Assets, and all ownership interests of such Holders in and
      to
      such distributions, shall be as set forth in this Agreement.

     

    (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 Section 1.860G-1(a)(4) is the “Latest Possible
      Maturity Date”.

     

    (c) The
      Securities Administrator shall pay any and all tax related expenses (not
      including taxes) of each REMIC and each Grantor Trust, including but not limited
      to any professional fees or expenses related to audits or any administrative
      or
      judicial proceedings with respect to such REMIC or such Grantor Trust that
      involve the Internal Revenue Service or state tax authorities, but only to
      the
      extent that (i) such expenses are ordinary or routine expenses, including
      expenses of a routine audit but not expenses of litigation (except as described
      in (ii)); or (ii) such expenses or liabilities (including taxes and penalties)
      are attributable to the negligence or willful misconduct of the Securities
      Administrator in fulfilling its duties hereunder (including its duties as tax
      return preparer). The Securities Administrator shall be entitled to
      reimbursement from the Certificate Account of the expenses to the extent (x)
      provided in clause (i) above and (y) in the case of expenses relating to a
      REMIC
      provided for hereunder, such expenses are “unanticipated expenses” within the
      meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

     


    
      
        
        

      

      
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    (d) The
      Securities Administrator shall prepare and file, and the Trustee shall sign,
      all
      of each REMIC’s federal and state tax and information returns as such REMIC’s
      direct representative. The Securities Administrator shall prepare and file,
      and
      the Trustee shall sign, all of the tax returns in respect of each Grantor Trust.
      The Securities Administrator shall comply with such requirement by filing Form
      1041. The expenses of preparing and filing such returns shall be borne by the
      Securities Administrator. If any Disqualified Organization acquires any
      Ownership Interest in a Residual Certificate, then the Securities Administrator
      will upon request provide to the Internal Revenue Service, and to the persons
      specified in Sections 860E(e)(3) and (6) of the Code, such information as
      required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed
      under Section 860E(e) of the Code on transfers of residual interests to
      disqualified organizations and the Securities Administrator will be reimbursed
      by the Trust for all expenses incurred therewith solely from amounts received
      for the provision of such information from persons specified in Sections
      860E(e)(3) and (6) of the Code.

     

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

     

    (f) The
      Trustee, the Securities Administrator, the Master Servicer and the Holders
      of
      Certificates shall take any action or cause any REMIC hereunder to take any
      action necessary to create or maintain the status of such REMIC as a REMIC
      under
      the REMIC Provisions and shall assist each other as necessary to create or
      maintain such status. Neither the Trustee, the Securities Administrator, the
      Master Servicer nor the Holder of any Residual Certificate shall take any
      action, cause any REMIC to take any action or fail to take (or fail to cause
      to
      be taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (i) endanger the status of any such REMIC as a REMIC
      or
      (ii) result in the imposition of a tax upon any such REMIC (including but not
      limited to the tax on prohibited transactions as defined in Code Section
      860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d)
      of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee,
      the Securities Administrator and the Master Servicer have received an Opinion
      of
      Counsel (at the expense of the party seeking to take such action) to the effect
      that the contemplated action will not endanger such status or result in the
      imposition of such a tax. In addition, prior to taking any action with respect
      to any such REMIC or the assets therein, or causing any such REMIC to take
      any
      action, which is not expressly permitted under the terms of this Agreement,
      any
      Holder of a Residual Certificate will consult with the Trustee, the Securities
      Administrator and the Master Servicer, or their respective designees, in
      writing, with respect to whether such action could cause an Adverse REMIC Event
      to occur with respect to such REMIC, and no such Person shall take any such
      action or cause such REMIC to take any such action as to which the Trustee,
      the
      Securities Administrator or the Master Servicer has advised it in writing that
      an Adverse REMIC Event could occur.

     


    
      
        
        

      

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

     

    (h) The
      Securities Administrator shall prepare and file with the Internal Revenue
      Service (“IRS”), on behalf of each REMIC, an application on IRS Form SS-4. The
      Securities Administrator, 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 Trustee, the Master Servicer and the Depositor. The
      Securities Administrator will file an IRS Form 8811 for the REMICs created
      hereunder. The Trustee shall sign such forms referred to in this Section
      10.01(h) as may be required under applicable law.

     

    (i) 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 Trust taxes are not paid by a Residual Certificateholder, the
      Securities Administrator shall pay any remaining REMIC taxes out of current
      or
      future amounts otherwise distributable to the Holder of the Residual Certificate
      in such REMIC or, if no such amounts are available, out of other amounts held
      in
      the Collection Account, and shall reduce amounts otherwise payable to holders
      of
      regular interests in such REMIC, as the case may be.

     

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

     

    (k) No
      additional contributions of assets shall be made to any REMIC, except as
      expressly provided in this Agreement with respect to Qualified Substitute
      Mortgage Loans and any contributions from the Funding Account as provided for
      in
      Section 5.06 hereof.

     

    (l) Neither
      the Securities Administrator nor the Master Servicer shall enter into any
      arrangement by which any REMIC will receive a fee or other compensation for
      services.

     

    
      
        
        

      

      
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    (m) Upon
      the
      request of any Rating Agency, the Securities Administrator shall deliver to
      such
      Rating Agency an Officer’s Certificate stating the Securities Administrator’s
      compliance with the provisions of this Section 10.01.

     

    (n) The
      Trustee shall provide the Securities Administrator such information as the
      Securities Administrator may reasonably request in connection with its
      responsibilities under this Section 10.01. 

     

    (o) It
      is
      intended that the rights of the Class 3-AF Certificates to receive payments
      in
      respect of Excess REMIC Payments shall be treated as rights in respect of
      interest rate cap contracts written by the Class 3-AS Certificateholders in
      favor of the holders of the Class 3-AF Certificates and shall be accounted
      for
      as property separate and apart from the REMIC II-3 Regular Interest represented
      by the Class 3-AF Certificates. This provision is intended to comply with the
      requirements of Treasury Regulations Section 1.860G-2(i) for the treatment
      of
      property rights coupled with regular interests to be separately respected and
      shall be interpreted consistently with such regulation. The Holders of the
      Class
      3-AF Certificates agree, by their acceptance of such Certificates, that they
      will take tax reporting positions that allocate no more than a nominal value
      to
      the right to receive payments in respect of such Excess REMIC Payments. For
      information reporting purposes, it will be assumed that such rights have no
      value. The holders of the Class 3-AF and Class 3-AS Certificates agree, by
      their
      acceptance of such Certificates, to take tax reporting positions consistent
      with
      allocations by the Holders of the Class 3-AF Certificates of no more than a
      nominal value to the right to receive payments in respect of such Excess REMIC
      Payments. Each payment made to the Class 3-AF Certificates in respect of such
      Excess REMIC Payments shall be treated for federal income tax purposes as having
      been distributed to the Class 3-AS Certificates in respect of the Class 3-ASI
      Interest or the Class 3-ASII Interest and then paid by the holders of the Class
      3-AS Certificates to the holders of the Class 3-AF Certificates. Each holder
      or
      beneficial owner of the Class 3-AF and Class 3-AS Certificates, by virtue of
      its
      acquisition of such Certificate or beneficial interest in such Certificate,
      agrees to adopt tax reporting positions consistent with the characterization
      of
      payments made to the Class 3-AF Certificates in respect of such Excess REMIC
      Payments as payments in respect of interest rate cap agreements written by
      the
      holders of the Class 3-AS Certificates, as applicable. The parties hereto intend
      that the REMIC regular interests represented by the Class 3-AS Certificates
      (i.e.,
      the
      Class 3-ASI Interest and the Class 3-ASII Interest), together with the related
      obligations to make payments to the Class 3-AF Certificates in respect of Excess
      REMIC Payments shall be treated as a grantor trust under the Code and the
      provisions hereof shall be interpreted consistently with these intentions.
      In
      furtherance of these intentions, the Trustee shall (i) furnish to the holders
      of
      the Class 3-AF and Class 3-AS Certificates information regarding items of
      income, gain, loss and deduction of such grantor trust and (ii) file or cause
      to
      be filed with the Internal Revenue Service Forms 1041 (together with any
      necessary attachments) or such other forms as may be applicable and (iii) comply
      with such information reporting obligations with respect to payments from such
      grantor trust as may be applicable under the Code and the income tax
      laws.

     

    Section
      10.02. Prohibited
      Transactions and Activities.

     

    Neither
      the Depositor, the Master Servicer nor the Trustee shall sell, dispose of,
      or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of the REMIC holding such Mortgage Loan pursuant to
      Article VII of this Agreement, (iv) a substitution pursuant to Article II of
      this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article II
      of
      this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of
      any
      investments in the Certificate Account for gain, nor accept any contributions
      to
      any REMIC after the Closing Date (other than any contributions from the Funding
      Account as provided in Section 5.06 hereof), unless it has received an Opinion
      of Counsel (at the expense of the party causing such sale, disposition, or
      substitution) that such disposition, acquisition, substitution, or acceptance
      will not (a) affect adversely the status of such REMIC as a REMIC or of the
      Certificates other than the Residual Certificates as the regular interests
      therein, (b) affect the distribution of interest or principal on the
      Certificates, (c) result in the encumbrance of the assets transferred or
      assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
      or (d) cause such REMIC to be subject to a tax on prohibited transactions or
      prohibited contributions pursuant to the REMIC Provisions.

     

    
      
        
        

      

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

     

    In
      the
      event that a REMIC fails to qualify as a REMIC, loses its status as a REMIC,
      or
      incurs federal, state or local taxes as a result of a prohibited transaction
      or
      prohibited contribution under the REMIC Provisions due to the negligent
      performance by the Trustee or the Securities Administrator, as applicable,
      of
      its duties and obligations set forth herein, the Trustee or the Securities
      Administrator, as applicable, shall indemnify the Holder of the Residual
      Certificate against any and all losses, claims, damages, liabilities or expenses
      (“Losses”) resulting from such negligence; provided, however, that neither the
      Trustee nor the Securities Administrator shall be liable for any such Losses
      attributable to the action or inaction of the Master Servicer, the Depositor,
      or
      the Holder of such Residual Certificate, as applicable, nor for any such Losses
      resulting from misinformation provided by the Holder of such Residual
      Certificate on which the Trustee or the Securities Administrator, as applicable,
      has relied. The foregoing shall not be deemed to limit or restrict the rights
      and remedies of the Holder of such Residual Certificate now or hereafter
      existing at law or in equity. Notwithstanding the foregoing, however, in no
      event shall the Trustee or the Securities Administrator have any liability
      (1)
      for any action or omission that is taken in accordance with and in compliance
      with the express terms of, or which is expressly permitted by the terms of,
      this
      Agreement, (2) for any Losses other than arising out of a negligent performance
      by the Trustee or the Securities Administrator, respectively, of its duties
      and
      obligations set forth herein, and (3) for any special or consequential damages
      to Certificateholders (in addition to payment of principal and interest on
      the
      Certificates); provided,
      however, that
      this
      sentence shall not apply in connection with any failure by the Trustee to comply
      with the provisions of Section 6.01(l) hereof, or any failure by the Securities
      Administrator to comply with the provisions of Sections 6.01 (k) and (l) and
      Sections 9.25 (a) and (b) hereof.

     

    Section
      10.04. REO
      Property.

     

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

     

    
      
        
        

      

      
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    (b) The
      Master Servicer shall make, or shall cause the applicable Servicer to make,
      reasonable efforts to sell any REO Property for its fair market value. In any
      event, however, the Master Servicer shall, or shall cause the applicable
      Servicer to, dispose of any REO Property within three years from the end of
      the
      calendar year of its acquisition by the Trust Fund unless the Master Servicer
      has received a grant of extension from the Internal Revenue Service to the
      effect that, under the REMIC Provisions and any relevant proposed legislation
      and under applicable state law, the applicable REMIC may hold REO Property
      for a
      longer period without adversely affecting the REMIC status of such REMIC or
      causing the imposition of a Federal or state tax upon such REMIC. If such an
      extension has been received, then (a) the Master Servicer shall provide a copy
      of such extension to the Trustee and Securities Administrator and (b) the Master
      Servicer, acting on behalf of the Trustee and Securities Administrator
      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, or the Master Servicer is acting
      on
      behalf of the Trustee and Securities Administrator hereunder, or the applicable
      Servicer is unable to sell the REO Property within 33 months after its
      acquisition by the Trust Fund or if the Trustee has received such an extension,
      and the Trustee, or the Master Servicer acting on behalf of the Trustee
      hereunder, is unable to sell the REO Property within the period ending three
      months before the close of the Extended Period, the Master Servicer shall,
      or
      shall cause the applicable Servicer to, before the end of the three year period
      or the Extended Period, as applicable, (i) purchase such REO Property at a
      price
      equal to the REO Property’s fair market value or (ii) auction the REO Property
      to the highest bidder (which may be the Master Servicer) in an auction
      reasonably designed to produce a fair price prior to the expiration of the
      three-year period or the Extended Period, as the case may be.

     

    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.

     

    
      
        
        

      

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

     

    Section
      11.03. Amendment.

     

    (a) This
      Agreement may be amended from time to time by the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee, without notice to or
      the
      consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause the
      provisions herein to conform to or be consistent with or in furtherance of
      the
      statements made with respect to the Certificates, the Trust Fund or this
      Agreement in any Offering Document; or to correct or supplement any provision
      herein which may be inconsistent with any other provisions herein 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 may require an Opinion of Counsel (at the expense
      of
      the party requesting such amendment) to the effect that such amendment is
      permitted under this 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, qualify or withdraw the then current rating
      assigned to the Certificates (and any Opinion of Counsel requested by the
      Trustee in connection with any such amendment may rely expressly on such
      confirmation as the basis therefor).

     

    (b) This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee with the consent of
      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 receives an Opinion of Counsel addressed to the Trustee, at the expense
      of the party requesting the change, that such change will not cause an Adverse
      REMIC Event; and provided further, that no such amendment may (i) reduce in
      any
      manner the amount of, or delay the timing of, payments received on Mortgage
      Loans which are required to be distributed on any Certificate, without the
      consent of the Holder of such Certificate or (ii) reduce the aforesaid
      percentages of Class Principal Amount (or Percentage Interest) of Certificates
      of each Class, the Holders of which are required to consent to any such
      amendment without the consent of the Holders of 100% of the Class Principal
      Amount (or Class Notional Amount or Percentage Interest) of each Class of
      Certificates affected thereby. For purposes of this paragraph, references to
      “Holder” or “Holders” shall be deemed to include, in the case of any Class of
      Book-Entry Certificates, the related Certificate Owners.

     


    
      
        
        

      

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

     

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

     

    (e) Notwithstanding
      anything to the contrary in any Servicing Agreement, the Trustee shall not
      consent to any amendment of any Servicing Agreement unless (i) such amendment
      is
      effected pursuant to the standards provided in this Section with respect to
      amendment of this Agreement and (ii) except for a Permitted Servicing Amendment,
      any such amendment pursuant to Section 11.03(a)(iii) shall not be materially
      inconsistent with the provisions of such Servicing Agreement.

     

    (f) Notwithstanding
      anything to the contrary in this Section 11.03, this Agreement may be amended
      from time to time by the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee to the extent necessary, in the judgment of the
      Depositor and its counsel, to comply with the Securities Exchange Act of 1934,
      Regulation AB and any related rules and regulations.

     

    Section
      11.04. Voting
      Rights.

     

    Except
      to
      the extent that the consent of all affected Certificateholders is required
      pursuant to this Agreement, with respect to any provision of this Agreement
      requiring the consent of Certificateholders representing specified percentages
      of aggregate outstanding Certificate Principal Amount (or Notional Amount or
      Percentage Interest), Certificates owned by the Depositor, the Securities
      Administrator, the Master Servicer, the Trustee or any Servicer or Affiliates
      thereof are not to be counted so long as such Certificates are owned by the
      Depositor, the Securities Administrator, the Master Servicer, the Trustee or
      any
      Servicer or Affiliates thereof.

     

    Section
      11.05. Provision
      of Information.

     

    (a) For
      so
      long as any of the Certificates of any Series or Class are “restricted
      securities” within the meaning of Rule 144(a)(3) under the Act, each of the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      agree to cooperate with each other to provide to any Certificateholders and
      to
      any prospective purchaser of Certificates designated by such Certificateholder,
      upon the request of such Certificateholder or prospective purchaser, any
      information required to be provided to such holder or prospective purchaser
      to
      satisfy the condition set forth in Rule 144A(d)(4) under the Act. Any
      reasonable, out-of-pocket expenses incurred by the Trustee or the Securities
      Administrator in providing such information shall be reimbursed by the
      Depositor.

     

    
      
        
        

      

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

     

    Section
      11.06. Governing
      Law.

     

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

     

    Section
      11.07. Notices.

     

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given when delivered to such party at the relevant
      address, facsimile number or electronic mail address set forth below (or at
      such
      other address, facsimile number or electronic mail address as such party may
      designate from time to time by written notice in accordance with this
      Section 11.07): received by (a) in the case of the Depositor, Structured
      Asset Securities Corporation, 745 Seventh Avenue, 7th Floor, New York, New
      York
      10019, Attention: Mark Zusy, (b) in the case of the Securities Administrator,
      Wells Fargo Bank, National Association, P.O. Box 98, Columbia, Maryland 21046
      (or, for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland
      21045) (SARM 2006-7) or for purposes of presentment of Certificates for
      transfer, exchange and/or payment, the Securities Administrator’s Corporate
      Trust Office, (c) in the case of the Certificate Registrar, its Corporate Trust
      Office, (d) in the case of the Trustee, Corporate Trust Services, One Federal
      Street, Third Floor, Boston, Massachusetts 02110, Attention: SARM 2006-7 and
      (e)
      in the case of the Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows
      Drive, Littleton, Colorado 80124; Attention: Master Servicing or as to each
      party such other address as may hereafter be furnished by such party to the
      other parties in writing. Any notice required or permitted to be mailed to
      a
      Holder shall be given by first class mail, postage prepaid, at the address
      of
      such Holder as shown in the Certificate Register. Any notice so mailed within
      the time prescribed in this Agreement shall be conclusively presumed to have
      been duly given, whether or not the Holder receives such notice.

     

    Section
      11.08. Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    
      
        
        

      

      
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    Section
      11.09. Indulgences;
      No Waivers.

     

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

     

    Section
      11.10. Headings
      Not To Affect Interpretation.

     

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

     

    Section
      11.11. Benefits
      of Agreement.

     

    Nothing
      in this Agreement or in the Certificates, express or implied, shall give to
      any
      Person, other than the parties to this Agreement and their successors hereunder
      and the Holders of the Certificates, any benefit or any legal or equitable
      right, power, remedy or claim under this Agreement, except to the extent
      specified in Section 11.14.

     

    Section
      11.12. Special
      Notices to the Rating Agencies.

     

    (a) The
      Depositor shall give prompt notice to the Rating Agencies of the occurrence
      of
      any of the following events of which it has notice:

     

    (i) any
      amendment to this Agreement pursuant to Section 11.03;

     

    (ii) any
      Assignment by the Master Servicer of its rights hereunder or delegation of
      its
      duties hereunder;

     

    (iii) the
      occurrence of any Event of Default described in Section 6.14;

    (iv) any
      notice of termination given to the Master Servicer pursuant to Section 6.14
      and
      any resignation of the Master Servicer hereunder;

     

    (v) the
      appointment of any successor to any Master Servicer pursuant to Section 6.14;
      and

     

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

     

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

     

    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    

    If
      to
      Fitch, to:

    


    Fitch,
      Inc.

    1
      State
      Street Plaza

    New
      York,
      New York 10041

    


    If
      to
      S&P, to:

    


    Standard
      & Poor’s 

    55
      Water
      Street

    New
      York,
      New York 10041

    


    (c) The
      Securities Administrator shall provide or make available to the Rating Agencies
      reports prepared pursuant to Section 4.03. In addition, the Securities
      Administrator shall, at the expense of the Trust Fund, make available to each
      Rating Agency 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 Securities
      Administrator.

     

    Section
      11.13. Counterparts.

     

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

     

    Section
      11.14. Transfer
      of Servicing.

     

    The
      Seller agrees that it shall provide written notice to the Trustee, the
      Securities Administrator and the Master Servicer thirty days prior to any
      transfer or assignment by the Seller of its rights under any Servicing Agreement
      or of the servicing thereunder or delegation of its rights or duties thereunder
      or any portion thereof to any Person other than the initial Servicer under
      such
      Servicing Agreement; provided
      that the
      Seller shall not be required to provide prior notice of any transfer of
      servicing that occurs within three months following the Closing Date to an
      entity that is a Servicer on the Closing Date. In addition, the ability of
      the
      Seller to transfer or assign its rights and delegate its duties under a
      Servicing Agreement or to transfer the servicing thereunder to a successor
      servicer shall be subject to the following conditions:

     

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

     

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

     

    (iii) Such
      successor servicer must satisfy the seller/servicer eligibility standards in
      the
      applicable Servicing Agreement, exclusive of any experience in mortgage loan
      origination, and must be reasonably acceptable to the Master Servicer, whose
      approval shall not be unreasonably withheld;

     

    (iv) Such
      successor servicer must execute and deliver to the Trustee, the Securities
      Administrator and the Master Servicer an agreement, in form and substance
      reasonably satisfactory to the Trustee, the Securities Administrator 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;

     

    
      
        
        

      

      
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    (v) If
      the
      successor servicer is not a Servicer of Mortgage Loans at the time of such
      transfer, there must be delivered to the Trustee and the Securities
      Administrator 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;

     

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

     

    Section
      11.15. Conflicts.

     

    To
      the
      extent that the terms of this Agreement conflict with the terms of any Servicing
      Agreement, the related Servicing Agreement shall govern, unless such provisions
      shall adversely affect the Trustee or the Trust Fund or the status of any REMIC
      created hereunder as a REMIC, provided that nothing in this Section 11.15 shall
      be construed to limit the rights or obligations of the Master Servicer under
      Section 9.05 of this Agreement.

     

    [SIGNATURE
      PAGE IMMEDIATELY FOLLOWS]


    
      
        
          
          

        

        
          156

          
            

          

        

        
          
          

        

      

    

     

    


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

     

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor

    


    By:      

    Name:
      Michael C. Hitzmann

    Title:
      Senior Vice President

    


    U.S.
      BANK
      NATIONAL ASSOCIATION, not in its individual capacity, but solely as
      Trustee

    


    By:      

    Name:
      

    Title:
       

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, 

    as
      Securities Administrator

    


    By:      

    Name:
      

    Title:
      

    


    AURORA
      LOAN SERVICES LLC, 

    as
      Master
      Servicer

    


    By:      

    Name:
      

    Title:
      

    Solely
      for purposes of Section 11.14,

    accepted
      and agreed to by:

     

    LEHMAN
      BROTHERS HOLDINGS INC.

    


    By:      

    Name:
      Ellen Kiernan

    Title:
      Authorized Signatory

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

     

    FORMS
      OF
      CERTIFICATES

     

    [INTENTIONALLY
      OMITTED]

    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B-1

    


    FORM
      OF
      INITIAL CERTIFICATION

    


    


    ____Date____ 

    U.S.
      Bank
      National Association

    Corporate
      Trust Services (SARM 2006-7)

    1
      Federal
      Street

    Boston,
      M.A. 02110

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive, 

    Littleton,
      Colorado 80124

     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of July 1, 2006 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer, Wells Fargo Bank, National Association,
                as Securities Administrator and U.S. Bank National Association, as
                Trustee, with respect to Structured Adjustable Rate Mortgage Loan
                Trust
                Mortgage Pass-Through Certificates, Series
                2006-7

            


    

    


    Ladies
      and Gentlemen:

     

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

     

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

     

    [Custodian],
      on behalf of

    U.S.
      Bank
      National Association,

    as
      Trustee

     

    By:_____________________________________

    Name:

    Title:

    


    


    
      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B-2

     

    FORM
      OF
      INTERIM CERTIFICATION

    


     

    __________________

    Date 

     

    U.S.
      Bank
      National Association

    Corporate
      Trust Services (SARM 2006-7)

    1
      Federal
      Street

    Boston,
      M.A. 02110

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124


     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of July 1, 2006 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer, Wells Fargo Bank, National Association,
                as Securities Administrator and U.S. Bank National Association, as
                Trustee, with respect to Structured Adjustable Rate Mortgage Loan
                Trust
                Mortgage Pass-Through Certificates, Series
                2006-7

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 2.02(b) of the Trust Agreement, the undersigned, as
      Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on 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 identified above and has determined that
      each such document appears regular on its face and appears to relate to the
      Mortgage Loan identified in such document.

     

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

     

    


    
      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      

    

    


    Trust
      Agreement including, but not limited to, Section 2.02(b).

    


     

    [Custodian],
      on behalf of

    U.S.
      Bank
      National Association,

    as
      Trustee

    By:_____________________________________

    Name:

    Title:

    


    
      
        
          
          

        

        
          B-2-2

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      B-3

     

    FORM
      OF
      FINAL CERTIFICATION

     

    ___________________

    Date

    


    U.S.
      Bank
      National Association

    Corporate
      Trust Services (SARM 2006-7)

    1
      Federal
      Street

    Boston,
      M.A. 02110

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

     

    
      	 	
              Re:

            	
              Trust
                Agreement (the “Trust Agreement”), dated as of July 1, 2006 among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer, Wells Fargo Bank, National Association,
                as Securities Administrator and U.S. Bank National Association, as
                Trustee, with respect to Structured Adjustable Rate Mortgage Loan
                Trust
                Mortgage Pass-Through Certificates, Series
                2006-7

            


    

     

    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 on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed above and has determined that
      each
      such document appears to be complete and, based on an examination of such
      documents, the information set forth in 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

     

    


    
      
        
          
          

        

        
          B-3-1

          
            

          

        

        
          
          

        

      

    

    


    Trust
      Agreement.

     

    [Custodian],
      on behalf of

    U.S.
      Bank
      National Association,

    as
      Trustee

     

    By:_____________________________________

    Name:

    Title:

    


    


    
      
        
          
          

        

        
          B-3-2

          
            

          

        

        
          
          

        

      

    

    


    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 July 1, 2006, among Structured Asset Securities
      Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer, Wells
      Fargo Bank, National Association, as Securities Administrator and the Trustee
      relating to Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
      Certificates, Series 2006-7, without recourse.

     

    ______________________________________

    [current
      signatory on note]

     

    By:___________________________________

    Name:

    


    
      
        
          
          

        

        
          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 July 1, 2006 among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, Wells Fargo Bank, National Association, as Securities Administrator
      and you, as Trustee (the “Trust Agreement”), the undersigned Master Servicer
      hereby requests a release of the Mortgage File held by you as Trustee with
      respect to the following described Mortgage Loan for the reason indicated
      below.

     

    Mortgagor’s
      Name:

     

    Address:

     

    Loan
      No.:

     

    Reason
      for requesting file:

     

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              The
                Mortgage Loan is being foreclosed.

            


    

     

    
      	
              3.

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

            


    

     

    
      	
              4.

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

            


    

     

    
      	
              5.

            	
              Other.
                (Describe)

            


    

     

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

     

    By:__________________________________

    Name:

    Title:
      Servicing Officer

    


    
      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D-1

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

     

    
      	STATE OF	
              )

            	 	 
	 	) ss.:	 	 
	COUNTY OF	)	 	 


    

     

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

     

    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.

     

    
      	
              1.

            	
              That
                the Purchaser’s Taxpayer Identification Number is
                ______________.

            


    

     

    
      	
              2.

            	
              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.

            


    

     

    
      	
              3.

            	
              That
                the Purchaser is not, and on _______________ [date of transfer] will
                not
                be, an employee benefit plan or arrangement subject to Title I of
                the
                Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a
                plan subject to Section 4975 of the Internal Revenue Code of 1986,
                as
                amended (the “Code”) or a plan subject to any provisions under any
                federal, state, local, non-U.S. or other laws or regulations that
                are
                substantively similar to the foregoing provisions of ERISA or the
                Code
                (collectively, a “Plan”), and is not directly or indirectly acquiring the
                Residual Certificate for, on behalf of or with any assets of any
                such
                Plan.

            


    

     

    


    
      
        
          
          

        

        
          D-1-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              4.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Trust
                Agreement (the “Agreement”) among Structured Asset Securities Corporation,
                U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
                Association, as Securities Administrator and Aurora Loan Services
                LLC, as
                Master Servicer, dated as of July 1, 2006, no transfer of a Residual
                Certificate shall be permitted to be made to any person unless the
                Depositor and the Trustee have received a certificate from such transferee
                containing the representations in paragraphs 2, 3 and 4
                hereof.

            


    

     

    
      	
              5.

            	
              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”).

            


    

     

    
      	
              6.

            	
              That
                the Purchaser does not have the intention to impede the assessment
                or
                collection of any federal, state or local taxes legally required
                to be
                paid with respect to such Residual Certificate, and that the Purchaser
                has
                provided financial statements or other financial information requested
                by
                the transferor in connection with the transfer of the Residual Certificate
                in order to permit the transferor to assess the financial capability
                of
                the Purchaser to pay such taxes.

            


    

     

    
      	
              7.

            	
              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 2, paragraph 5 or paragraph 9
                hereof
                are not satisfied or that the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in paragraph 6 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.

            


    

     

    
      	
              8.

            	
              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.

            


    

     

    
      	
              9.

            	
              That
                the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person that
                holds
                a Residual Certificate in connection with the conduct of a trade
                or
                business within the United States and has furnished the transferor
                and the
                Trustee with an effective Internal Revenue Service Form W-8 ECI
                (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. “Non-U.S. Person” means any person other than (i) a
                citizen or resident of the United States; (ii) a corporation (or
                entity
                treated as a corporation for tax purposes) created or organized in
                the
                United States or under the laws of the United States or of any state
                thereof, including, for this purpose, the District of Columbia; (iii)
                a
                partnership (or entity treated as a partnership for tax purposes)
                organized in the United States or under the laws of the United States
                or
                of any state thereof, including, for this purpose, the District of
                Columbia (unless provided otherwise by future Treasury regulations);
                (iv)
                an estate whose income is includible in gross income for United States
                income tax purposes regardless of its source; (v) a trust, if a court
                within the United States is able to exercise primary supervision
                over the
                administration of the trust and one or more U.S. Persons have authority
                to
                control all substantial decisions of the trust or; (vi) and, to the
                extent
                provided in Treasury regulations, certain trusts in existence prior
                to
                August 20, 1996 that are treated as United States persons prior to
                such
                date and elect to continue to be treated as United States
                persons.

            


    

     

    


    
      
        
          
          

        

        
          D-1-2

          
            

          

        

        
          
          

        

      

    

    


    
      	
              10.

            	
              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 6 and paragraph 9
                hereof.

            


    

     

    
      	
              11.

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

            


    

     

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

     

    


    
      
        
          
          

        

        
          D-1-3

          
            

          

        

        
          
          

        

      

    

    


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

     

    ______________________________________

    [name
      of
      Purchaser]

     

    By:___________________________________

    Name:

    Title:

     

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

     

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

     

    NOTARY
      PUBLIC

     

    _________________________________

     

    COUNTY
      OF_____________________

     

    STATE
      OF_______________________

     

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

    


    
      
        
          
          

        

        
          D-1-4

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D-2

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

     

    ___________________

    Date

     

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                Series 2006-7

            


    

     

    


    _______________________
      (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 6 thereof is not true, and has no reason
      to
      believe that the Transferee has the intention to impede the assessment or
      collection of any federal, state or local taxes legally required to be paid
      with
      respect to a Residual Certificate. In addition, the Transferor has conducted
      a
      reasonable investigation at the time of the transfer and found that the
      Transferee had historically paid its debts as they came due and found no
      significant evidence to indicate that the Transferee will not continue to pay
      its debts as they become due.

     

    Very
      truly yours,

     

    _______________________________

    Name:

    Title:

    


    
      
        
          
          

        

        
          D-2-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      E

     

    SERVICING
      AGREEMENTS

     

    


    (See
      Exhibits 99.2 through 99.6)

    


    
      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    
      	 	Re:	Structured
              Adjustable Rate Mortgage Loan Trust Mortgage
              Pass-Through Certificates,
              Series 2006-7


    

            

    Reference
      is hereby made to the Trust Agreement (the “Trust Agreement”), dated as of July
      1, 2006 among Structured Asset Securities Corporation, as Depositor, Aurora
      Loan
      Services LLC, as Master Servicer Wells Fargo Bank, National Association, as
      Securities Administrator 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 Principal Amount of Class
          
      Certificates
      which are held in the form of Definitive Certificates registered in the name
      of
                                
      (the
“Transferor”). The Transferor has requested a transfer of such Definitive
      Certificates for Definitive Certificates of such Class registered in the name
      of
      [insert name of transferee].

     

    In
      connection with such request, and in respect of such Certificates, the
      Transferor hereby certifies that such Certificates are being transferred in
      accordance with (i) the transfer restrictions set forth in the Trust Agreement
      and the Certificates and (ii) Rule 144A under the 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 the benefit of
      the
      Trustee, the Securities Administrator, the Placement Agent and the
      Depositor.

     

    ________________________________________

    [Name
      of
      Transferor]

     

    By:_____________________________________

    Name:

    Title:

     

    Dated:
      __________________, ________

    


    
      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      G

     

    FORM
      OF
      PURCHASER’S LETTER FOR

    INSTITUTIONAL
      ACCREDITED INVESTOR

     

    __________________

    Date

     

    Dear
      Sirs:

     

    In
      connection with our proposed purchase of $______________ principal amount of
      Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
      Certificates, Series 2006-7 (the “Privately Offered Certificates”) of Structured
      Asset Securities Corporation (the “Depositor”) which are held in the form of
      Definitive Certificates, we confirm that:

     

    
      	
              1.

            	
              We
                understand that the Privately Offered Certificates have not been,
                and will
                not be, registered under the Securities Act of 1933, as amended (the
                “Securities Act”), and may not be sold except as permitted in the
                following sentence. We agree, on our own behalf and on behalf of
                any
                accounts for which we are acting as hereinafter stated, that if we
                should
                sell any Privately Offered Certificates within two years of the later
                of
                the date of original issuance of the Privately Offered Certificates
                or the
                last day on which such Privately Offered Certificates are owned by
                the
                Depositor or any affiliate of the Depositor (which includes the Placement
                Agent) we will do so only (A) to the Depositor, (B) to “qualified
                institutional buyers” (within the meaning of Rule 144A under the
                Securities Act) in accordance with Rule 144A under the Securities
                Act
                (“QIBs”), (C) pursuant to the exemption from registration provided by Rule
                144 under the Securities Act, or (D) to an institutional “accredited
                investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of
                Regulation D under the Securities Act that is not a QIB (an “Institutional
                Accredited Investor”) which, prior to such transfer, delivers to the
                Trustee under the Trust Agreement (the “Trust Agreement”), dated as of
                July 1, 2006 among Structured Asset Securities Corporation, as Depositor,
                Aurora Loan Services LLC, as Master Servicer, Wells Fargo Bank, National
                Association, as Securities Administrator and U.S. Bank National
                Association, as Trustee, a signed letter in the form of this letter;
                and
                we further agree, in the capacities stated above, to provide to any
                person
                purchasing any of the 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, the Certificate Registrar and
                the
                Depositor a certification from such transferee in the form hereof
                to
                confirm that the proposed sale is being made pursuant to an exemption
                from, or in a transaction not subject to, the registration requirements
                of
                the Securities Act. We further understand that the Privately Offered
                Certificates purchased by us will bear a legend to the foregoing
                effect.

            


    

     

    


    
      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              3.

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

            


    

     

    
      	
              4.

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

            


    

     

    
      	
              5.

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

            


    

     

    
      	
              6.

            	
              If
                we are acquiring an ERISA-Restricted Certificate, we are not a Plan
                and we
                are not acquiring the ERISA-Restricted Certificate for, on behalf
                of or
                with any assets of a Plan, except as may be permitted pursuant to
                Section
                3.03(d) of the Trust Agreement.

            


    

     

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

     

    You
      and
      the Depositor, the Securities Administrator and the Trustee 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.

            	
              The
                Investor (A) is not, and on _______________ [date of transfer] will
                not
                be, an employee benefit plan or arrangement subject to Title I of
                the
                Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a
                plan subject to Section 4975 of the Internal Revenue Code of 1986,
                as
                amended (the “Code”) or a plan subject to any provisions under any
                federal, state, local, non-U.S. or other laws or regulations that
                are
                substantively similar to the foregoing provisions of ERISA or the
                Code
                (“Similar Law”) (collectively, a “Plan”), and is not directly or
                indirectly acquiring the Certificate for, on behalf of or with any
                assets
                of any such Plan, (B) if the Certificate has been the subject of
                an
                ERISA-Qualifying Underwriting, is an insurance company that is acquiring
                the Certificate with assets of an “insurance company general account” as
                defined in Section V(E) of Prohibited Transaction Class Exemption
                (“PTCE”)
                95-60 and the acquisition and holding of the Certificate are covered
                and
                exempt under Sections I and III of PTCE 95-60, or (C) solely in the
                case
                of a Definitive Certificate, shall herewith deliver an Opinion of
                Counsel
                satisfactory to the Certificate Registrar, the Trustee and the Depositor,
                and upon which the Trustee, the Certificate Registrar and the Depositor
                shall be entitled to rely, to the effect that the acquisition and
                holding
                of such Certificate by the Investor will not result in a nonexempt
                prohibited transaction under Title I of ERISA or Section 4975 of
                the Code,
                or a violation of Similar Law, and will not subject the Trustee,
                the
                Master Servicer, the Securities Administrator, the Certificate Registrar,
                any Servicer or the Depositor to any obligation in addition to those
                undertaken by such entities in the Trust Agreement, which Opinion
                of
                Counsel shall not be an expense of the Trustee, the Master Servicer,
                the
                Securities Administrator, the Certificate Registrar, any Servicer
                or the
                Depositor.

            


    

     

    
      	
              3.

            	
              The
                Investor hereby acknowledges that under the terms of the Trust Agreement
                (the “Agreement”) among Structured Asset Securities Corporation, as
                Depositor, Aurora Loan Services LLC, as Master Servicer, Wells Fargo
                Bank,
                National Association and U.S. Bank National Association, as Trustee,
                dated
                as of July 1, 2006, no transfer of the ERISA-Restricted Certificates
                (other than the Class R Certificate) shall be permitted to be made
                to any
                person unless the Depositor, the Certificate Registrar and Trustee
                have
                received an affidavit from such transferee in the form hereof or
                an
                opinion of counsel as provided
                herein.

            


    

     

    


    
      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              4.

            	
              Capitalized
                terms used but not defined herein shall have the meanings given to
                such
                terms in the Trust Agreement.

            


    

     

    


    
      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      

    

    


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

     

    ________________________________________

    [Investor]

     

    By:_____________________________________

    Name:

    Title:

     

    ATTEST:

     

    ___________________________

    
      
         

        
          	
                  
                    STATE
                      OF

                  

                	
                  )

                	 	 
	 	) ss.:	 	 
	
                  
                    COUNTY
                      OF 

                  

                	)	 	 


        

      

    

     

    Personally
      appeared before me the above-named ___________________, known or proved to
      me to
      be the same person who executed the foregoing instrument and to be the
      _________________ of the Investor, and acknowledged that he executed the same
      as
      his free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this _____ day of ___________ 20___.

     

    __________________________________

    NOTARY
      PUBLIC

     

    My
      commission expires the

    ____
      day
      of __________, 20__.

    


    
      
        
          
          

        

        
          H-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      I

     

    MONTHLY
      REMITTANCE ADVICE

     

    [INTENTIONALLY
      OMITTED]

     

    


    
      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      J

     

    MONTHLY
      ELECTRONIC DATA TRANSMISSION

     

    [INTENTIONALLY
      OMITTED]

     

    


    


    
      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      K

     

    CUSTODIAL
      AGREEMENTS

    


    [INTENTIONALLY
      OMITTED]

    


     

    
      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      L-1

     

    FORM
      OF TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RESTRICTED GLOBAL SECURITY

    TO
      REGULATION S GLOBAL SECURITY

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

    of
      the
      Agreement)

     

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Loan Trust Mortgage
                Pass-Through Certificates, Series
                2006-7

            


    

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, Wells Fargo Bank, National Association and U.S. Bank National
      Association, as Trustee, dated as of July 1, 2006. Capitalized terms used but
      not defined herein shall have the meanings given to them in the
      Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Restricted Global
      Security with DTC in the name of [name of transferor]                                   
      (the
“Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Regulation S Global Security.

     

    In
      connection with such request, the Transferor does hereby certify that such
      transfer has been effected in accordance with the transfer restrictions set
      forth in the Agreement and the Securities and in accordance with Rule 904 of
      Regulation S, and that:

     

    a. the
      offer
      of the Securities was not made to a person in the United States;

     

    b. at
      the
      time the buy order was originated, the transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the transferee was outside the United States;

     

    c. no
      directed selling efforts have been made in contravention of the requirements
      of
      Rule 903 or 904 of Regulation S, as applicable;

     

    d. the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the United States Securities Act of 1933, as amended;
      and

     

    e. the
      transferee is not a U.S. person (as defined in Regulation S).

     

    The
      Depositor, the Securities Administrator and the Trustee are entitled to rely
      upon this letter and are irrevocably authorized to produce this letter or a
      copy
      hereof to any interested party in any administrative or legal proceedings or
      official inquiry with respect to the matters covered hereby. Terms used in
      this
      certificate have the meanings set forth in Regulation S.

    
      
        
          
          

        

        
          L-1-1

          
            

          

        

        
          
          

        

      

    

    


    


    [Name
      of
      Transferor]

    


    


    By:

    Name:

    Title:

     

    Date:             
        ,
      ____

    


    


    
      
        
          
          

        

        
          L-1-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      L-2

     

    FORM
      OF TRANSFER CERTIFICATE FOR TRANSFER

    FROM
      REGULATION S GLOBAL SECURITY

    TO
      RESTRICTED GLOBAL SECURITY

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

    of
      the
      Agreement)

     

    
      	 	
              Re:

            	
              Structured
                Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                Series 2006-7

            


    

     

    Reference
      is hereby made to the Trust Agreement (the “Agreement”) among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, Wells Fargo Bank, National Association and U.S. Bank National
      Association, as Trustee, dated as of July 1, 2006. Capitalized terms used but
      not defined herein shall have the meanings given to them in the
      Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Regulations
      S
      Global Security in the name of [name of transferor]                                                       
      (the
      “Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Restricted Global Security.

     

    In
      connection with such request, and in respect of such Securities, the Transferor
      does hereby certify that such Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Agreement and the Securities
      and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
      to a transferee that the Transferor reasonably believes is purchasing the
      Securities for its own account or an account with respect to which the
      transferee exercises sole investment discretion, the transferee and any such
      account is a qualified institutional buyer within the meaning of Rule 144A,
      in a
      transaction meeting the requirements of Rule 144A and in accordance with any
      applicable securities laws of any state of the United States or any other
      jurisdiction.

     

    


    [Name
      of
      Transferor]

    


    By:                

    Name:

    Title:

     

    Date:             
        ,
      ___

    


    
      
        
          
          

        

        
          L-2-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      M

     

    FORM
      OF
      CERTIFICATION TO BE PROVIDED TO

    THE
      DEPOSITOR AND THE MASTER SERVICER BY THE SECURITIES ADMINISTRATOR

     

    Structured
      Asset Securities Corporation

    745
      7th
      Avenue, 7th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

    
       

      
        	Re:	Structured
                Adjustable Rate Mortgage Loan Trust, 
                Mortgage
                  Pass-Through Certificates, Series
                  2006-7

              


      

    

     

    Reference
      is made to the Trust Agreement dated as of July 1, 2006 (the “Trust Agreement”),
      by and among Wells Fargo Bank, National Association, as Securities Administrator
      (the “Securities Administrator”), 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”). Capitalized terms used herein but not defined have the meanings
      assigned to them in the Trustee Agreement.

     

    The
      Securities Administrator hereby certifies to the Depositor and the Master
      Servicer, and its officers, directors and affiliates, and with the knowledge
      and
      intent that they will rely upon this certification, that:

     

    
      	 	
              (i)

            	
              The
                Securities Administrator has reviewed the annual report on Form 10-K
                for
                the fiscal year [ ] (the “Annual Report”), and all reports on Form 8-K (if
                any) and on Form 10-D required to be filed in respect of the period
                covered by such Annual Report (collectively with the Annual Report,
                the
                “Reports”), relating to the above-referenced
                trust;

            


    

     

    
      	 	
              (ii)

            	
              To
                the best of the Securities Administrator’s knowledge, and assuming the
                accuracy of the statements required to be made or data required to
                be
                delivered by the Servicers, any Subservicers, any Subcontractors,
                the
                Master Servicer, the Custodians, the Trustee and the Depositor (to
                the
                extent that such statements or data were received by the Securities
                Administrator and are relevant to the statements made by the Securities
                Administrator in this Officer’s Certificate), the information
                in the Reports does
                not contain any untrue statement of a material fact or omit to state
                a
                material fact necessary
                to make the statements made, in light of the circumstances under
                which
                such statements were made, not misleading with respect to the period
                covered by the Annual Report; 

            


    

     

    
      	 	
              (iii)

            	
              To
                the best of the Securities Administrator’s knowledge, and assuming the
                accuracy of the statements required to be made or data required to
                be
                delivered by the Servicers, any Subservicers, any Subcontractors,
                the
                Master Servicer, the Custodians and the Depositor (to the extent
                that such
                statements or data were received by the Securities Administrator
                and are
                relevant to the statements made by the Securities Administrator in
                this
                Officer’s Certificate), the distribution or servicing or other information
                required to be provided to the Securities Administrator by the Depositor,
                the Trustee, the Master Servicer, each Servicer each Subservicer,
                each
                Subcontractor and each Custodian under the Trust Agreement for inclusion
                in the Reports is included in the
                Reports;

            


    

    


    


    
      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (iv)

            	
              A
                review of the Securities Administrator’s activities during the preceding
                calendar year or portion thereof and of such Securities Administrator’s
                performance under the Agreement has been made under my supervision
                under
                Item 1123 of Regulation AB. To the best of my knowledge, based on
                such
                review, the Securities Administrator has fulfilled all its obligations
                under the Agreement, in all material respects throughout the year
                or
                portion thereof, or, if there has been a failure to fulfill any such
                obligation in any material respect, the Securities Administrator
                has
                specified each such failure known to such officer and the nature
                and
                status thereof; and

            


    

    


    
      	 	
              (v)

            	
              The
                report on assessment of compliance with servicing criteria for
                asset-backed securities of the Securities Administrator and its related
                attestation report on assessment of compliance with servicing criteria
                required to be included in the Annual Report in accordance with Item
                1122
                of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
                included as an exhibit to the Annual Report. Any material instances
                of
                non-compliance are described in such report and have been disclosed
                in the
                Annual Report. 

            


    

     

    Date:


    Wells
      Fargo Bank, National Association, as Securities Administrator

    


    By: ____________________________

    Name: ____________________________

    Title: ____________________________

     

    

      
        
          
          

        

        
          M-2

          
            

          

        

        
          
          

        

      



    EXHIBIT
      N

     

    FORM
      OF ASSESSMENT OF COMPLIANCE

     

    [DATE]

     

    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, SARM 2006-7

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

     

    Fitch,
      Inc.

    1
      State
      Street Plaza

    New
      York,
      New York 10041

    


    Standard
      & Poor’s, a division of 

    The
      McGraw-Hill Companies, Inc.

    25
      Broadway, 12th Floor

    New
      York,
      New York 10004

    


    
      	 	
              Re:

            	
              Trust
                Agreement dated as of July 1, 2006 (the “Trust Agreement”), by and among
                U.S. Bank National Association (the “Trustee”), Wells
                Fargo Bank, National Association (the “Securities
                Administrator”),
                Aurora Loan Services LLC, as master servicer (the “Master Servicer”), and
                Structured Asset Securities Corporation, as depositor (the “Depositor”).
                

            


    

     

    For
      the calendar year ending December 31, [2006] or portion thereof, [Aurora Loan
      Services LLC, as Master Servicer][Wells
      Fargo Bank, National Association, as Securities Administrator] under
      the Trust Agreement has complied in all material respects with the relevant
      Servicing Criteria in Exhibit O of the Trust Agreement.

    


    All
      capitalized terms used herein but not defined herein shall have the meanings
      assigned to them in the Trust Agreement.

    


    


    Date: ________________________________

     

    By:
      ___________________________________

    Name:
      _________________________________

    Title:
      __________________________________

     

    


    
      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      O

     

    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

     

    Key:
      X
      -
      obligation    

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Trust Agreement dated as of July 1, 2006 (the
      “Trust Agreement”), by and among U.S. Bank National Association, (the
“Trustee”), Wells Fargo Bank, National Association, as Securities Administrator
      (the “Securities Administrator”), Aurora Loan Services LLC, as master servicer
      (the “Master Servicer”), and Structured Asset Securities Corporation, as
      depositor (the “Depositor”). 


    
      
         

      

    

    
      	Reg
              AB 	
              Servicing
                Criteria

            	
              Securities
                

            	
              Master
                

            	
              Paying
                Agent

            	
              Trustee

            
	Reference	
              General Servicing  

              Considerations

            	Administrator	Servicer	 	 
	
              1122(d)(1)(i)

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

            	 	
              X

            	 	 
	
              1122(d)(1)(ii)

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


            	 	
              X

            	 	 
	
              1122(d)(1)(iii)

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

            	
               

            	
              X

            	 	 
	
              1122(d)(1)(iv)

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

            	
               

            	
              X

            	 	 
	 	
              Cash Collection and Administration

            	 	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	 	
              X

            	
              X

            	 


    

    
 

    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

    
      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Securities
                  Administrator

              	
                Master
                  Servicer

              	
                Paying
                  Agent

              	
                Trustee

              
	 	
                General Servicing
                   Considerations

              	 	 	 	 


      

    

    
      	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
               

            	
              X

            	 	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	
              X

            	
              X

            	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	 	
              X

            	
              X

            	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	 	
              X

            	
              X

            	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.
                

            	
              X

            	
              X

            	 	 


    

     

     

    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    

    
      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Securities
                  Administrator

              	
                Master
                  Servicer

              	
                Paying
                  Agent

              	
                Trustee

              
	 	
                General Servicing
                   Considerations

              	 	 	 	 


      

    

    
      	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	
              X

            	 	 
	
              1122(d)(3)(iii)

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

            	 	
               

            	
              X

            	 
	
              1122(d)(3)(iv)

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

            	 	
              X

            	
              X

            	 
	 	
              Pool
                Asset Administration

            	 	 	 	 
	
              1122(d)(4)(i)
                

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

            	
               

            	 	 	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
               

            	 	 	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
               

            	 	 	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	 	 	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	 	 	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	 	
              X

            	 	 
	
              1122(d)(4)(vii)

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

            	 	
              X

            	 	 


    

     

     

    
      
        
        

      

      
        O-3

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Securities
                  Administrator

              	
                Master
                  Servicer

              	
                Paying
                  Agent

              	
                Trustee

              
	 	
                General Servicing
                   Considerations

              	 	 	 	 


      

    

    
      	
              1122(d)(4)(viii)

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

            	 	 	 	 
	
              1122(d)(4)(ix)

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

            	 	 	 	 
	
              1122(d)(4)(x)

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

            	 	 	 	 
	
              1122(d)(4)(xi)

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

            	 	
              X

            	 	 
	
              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. 

            	 	
              X

            	 	 


    

    


    
      
        
          
          

        

        
          O-4

          
            

          

        

        
          
          

        

      

    

    


    
      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Securities
                  Administrator

              	
                Master
                  Servicer

              	
                Paying
                  Agent

              	
                Trustee

              
	 	
                General Servicing
                   Considerations

              	 	 	 	 


      

    

    
      	
              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. 

            	 	
              X

            	 	 
	
              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. 

            	
               

            	 	 	 


    

    


    


    
      
        
          
          

        

        
          O-5

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      P-1

     

    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 Distribution Date Statement

            	
              Servicer(1)

              Master
                Servicer

              Securities
                Administrator

               

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

               

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

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

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian(2)

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicer(1)

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

            	
              Depositor

            
	
              Item
                3: Sale of Securities and Use of Proceeds

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

               

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

            	
              Depositor

            


    

    


    
      
        
          
          

        

        
          P-1-1

          
            

          

        

        
          
          

        

      

    

     

     

    
       

      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              


      

    

    
      	
              Item
                4: Defaults Upon Senior Securities

               

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

               

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

            	
              Securities
                Administrator

              Trustee
                (with respect to a Master Servicer or Securities Administrator default
                known to the Trustee)

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

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              Securities
                Administrator

              Trustee
                (to the extent the Trustee has actual knowledge)

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Depositor

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

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

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

            	 


    

    


    
      
        
          
          

        

        
          P-1-2

          
            

          

        

        
          
          

        

      

    

    


    
       

      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              


      

    

    
      	
              Item
                8: Other Information

               

              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              Any
                party responsible for the applicable Form 8-K Disclosure
                item

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Securities
                Administrator

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

            	
              Depositor

            


    

    _______________________

    (1) This
      information to be provided pursuant to the applicable Servicing
      Agreement.

    (2) This
      information to be provided pursuant to the applicable Custodial
      Agreement.

    

 

    
      
        
          
          

        

        
          P-1-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      P-2

     

    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

            	
              Securities
                Administrator

              Depositor

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

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor

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

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

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

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

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

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

            	 


    

    


    
      
        
          
          

        

        
          P-2-1

          
            

          

        

        
          
          

        

      

    

    

       

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              


      

    

    
      	
              Reg
                AB Item 1117: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

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

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian(1)

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicer(2)

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

            	
              Depositor

            
	
              Reg
                AB Item 1119: Affiliations and Relationships

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

            	
              Depositor
                as to (a) 

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in an arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	
              Depositor
                as to (a) 

            


    

    


    
      
        
          
          

        

        
          P-2-2

          
            

          

        

        
          
          

        

      

    

    


    
       

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              


      

    

    
      	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

            	
              Depositor
                as to (a) 

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            


    

     

    (1) This
      information to be provided pursuant to the applicable Custodial
      Agreement.

    (2) This
      information to be provided pursuant to the applicable Servicing
      Agreement.

    
 

    
      
        
          
          

        

        
          P-2-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      P-3

     

    ADDITIONAL
      FORM 8-K DISCLOSURE


    

      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              


      

      
        	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties (with respect to any agreement entered into by such
                  party)

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties (with respect to any agreement entered into by such
                  party)

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding the bankruptcy or receivership, with respect
                  to any
                  of the following: 

              	
                Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer(1)

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer(1)

              
	
                ▪
                  Other material servicers

              	
                Servicer(1)

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              


      

       

       

      
        
          
          

        

        
          P-3-1

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                


        

      

      
        	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian(2)

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

                 

                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statements to the Certificateholders.

              	
                Depositor

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Trust Agreement.

              	
                Securities
                  Administrator

                Depositor

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

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

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

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

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

              	
                Master
                  Servicer/Securities Administrator/Depositor/

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

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

              	
                Servicer(1)/Master
                  Servicer/Depositor

              
	
                Reg
                  AB disclosure about any new Trustee is also required.

              	
                Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

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

              	
                Depositor/Securities
                  Administrator

              


      

       

       

      
        
          
          

        

        
          P-3-2

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                


        

      

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

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Securities
                  Administrator/Trustee (only if the Trustee is the Paying
                  Agent)

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

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

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

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

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

    

     

    (1) This
      information to be provided pursuant to the applicable Servicing
      Agreement.

    (2) This
      information to be provided pursuant to the applicable Custodial
      Agreement.

    


    
      
        
          
          

        

        
          P-3-3

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      P-4

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


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

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attn:
      Corporate Trust Services - SARM 2006-7 - SEC Report Processing

    


    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [ ] of the Trust Agreement, dated as of July 1, 2006,
      by
      and among Structured Asset Securities Corporation, as Depositor, Aurora Loan
      Services LLC, as Master Servicer, U.S. Bank National Association, as Trustee
      and
      Wells Fargo Bank, N.A., as Securities Administrator, the undersigned, as [
      ],
      hereby notifies you that certain events have come to our attention that [will]
      [may] need to be disclosed on Form [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

    


     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

    


     

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

     

    [NAME
      OF PARTY],

    as
      [role]

     

    By:________________________

    Name:

    Title:

     

    cc: Structured
      Asset Securities Corporation

     

    
      
        
          
          

        

        
          P-4-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Q-1

     

    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION

    


    [  ]

    [  ]

    [  ]


     

    
      	 	
              Re:

            	
              SARM
                2006-7

            


    

     

    [_______],
      the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
      the Master Servicer and the Securities Administrator, and each of their
      officers, directors and affiliates that:

     

    (1) I
      have
      reviewed [the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
      report on assessment of the Company’s compliance with the Servicing Criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to any of the Depositor, the
      Master Servicer and the Securities Administrator pursuant to the Agreement
      (collectively, the “Company Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Depositor, the
      Master Servicer and the Securities Administrator;

     

    (4) I
      am
      responsible for reviewing the activities performed by [_______] as [_______]
      under the [_______] (the “Agreement”), and based on my knowledge[and the
      compliance review conducted in preparing the Compliance Statement] and except
      as
      disclosed in [the Compliance Statement,] the Servicing Assessment or the
      Attestation Report, the Company has fulfilled its obligations under the
      Agreement in all material respects; and

    


    
      
        
          
          

        

        
          Q-1-1

          
            

          

        

        
          
          

        

      

    

    


     

    (5) [The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and] [The] [the] Servicing Assessment and Attestation Report required
      to be provided by the Company and [by any Subservicer or Subcontractor] pursuant
      to the Agreement, have been provided to the Depositor, the Master Servicer
      and
      the Securities Administrator. Any material instances of noncompliance described
      in such reports have been disclosed to the Depositor, the Master Servicer and
      the Securities Administrator. Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Trust Agreement, dated as of July 1, 2006 (the “Trust Agreement”) by and among
      Structured Asset Securities Corporation, as Depositor, U.S. Bank National
      Association, as Trustee, Aurora Loan Services LLC, as Master Servicer, and
      Wells
      Fargo Bank, N.A., as Securities Administrator. Capitalized terms used but not
      defined herein shall have the meanings given to them in the Trust
      Agreement.

     

    [_______]

    as
      [_______]

    By:  

    Name:

    Title:

    Date:

    
 

    
      
        
          
          

        

        
          Q-1-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Q-2

    


    FORM
      OF
      CERTIFICATION TO BE

    PROVIDED
      BY THE SECURITIES ADMINISTRATOR

    


    Re: Structured
      Adjustable Rate Mortgage Loan Trust 2006-7 (the “Trust”),
      Mortgage Pass-Through Certificates, Series 2006-7, issued pursuant to the Trust
      Agreement, dated as of July 1, 2006, among Structured Asset Securities
      Corporation, as Depositor, Aurora Loan Services, LLC, as Master Servicer, Wells
      Fargo Bank, National Association, as Securities Administrator, and U.S. Bank
      National Association, as Trustee.

     

    The
      Securities Administrator hereby certifies to the Depositor and the Master
      Servicer, and their respective officers, directors and affiliates, and with
      the
      knowledge and intent that they will rely upon this certification,
      that:

     

    I. I
      have
      reviewed the annual report on Form 10-K for the fiscal year [____] (the
“Annual
      Report”),
      and
      all reports on Form 10-D required to be filed in respect of period covered
      by
      the Annual Report (collectively with the Annual Report, the “Reports”),
      of
      the Trust;

     

    II. To
      my
      knowledge, (a) the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by the Annual
      Report, and (b) the Securities Administrator’s assessment of compliance and
      related attestation report referred to below, taken as a whole, do not contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      such assessment of compliance and attestation report;

     

    III. To
      my
      knowledge, the distribution information required to be provided by the
      Securities Administrator under the Trust Agreement for inclusion in the Reports
      is included in the Reports;

     

    IV. I
      am
      responsible for reviewing the activities performed by the Securities
      Administrator under the Trust Agreement, and based on my knowledge and the
      compliance review conducted in preparing the assessment of compliance of the
      Securities Administrator required in the Annual Report under Item 1123 of
      Regulation AB, and except as disclosed in the Reports, the Securities
      Administrator has fulfilled its obligations under the Trust Agreement in all
      material respects; and

     

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

     

    


    
      
        
          
          

        

        
          Q-2-1

          
            

          

        

        
          
          

        

      

    

    


    In
      giving
      the certifications above, the Securities Administrator has reasonably relied
      on
      information provided to it by the following unaffiliated parties: [names of
      servicer(s), master servicer, subservicer(s), depositor, trustee,
      custodian(s)]

    


    Date:      

    


                           

    [Signature]

    [Title]

     

    


    
      
        
          
          

        

        
          Q-2-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      R

    


    TRANSACTION
      PARTIES

    


    Sponsor
      and Seller: Lehman Brothers Holdings Inc.

    


    Depositor:
      Structured Asset Securities Corporation

    


    Trustee:
      U.S. Bank National Association

    


    Securities
      Administrator: Wells Fargo Bank, N.A.

    


    Master
      Servicer: Aurora Loan Services LLC

    


    Servicers:
      Aurora Loan Services LLC, Countrywide Home Loans Servicing LP, Washington Mutual
      Bank and Wells Fargo Bank, N.A.

    


    Originators:
      American Home Mortgage Corp., American Sterling Bank, Alliance Bancorp, Bay
      Capital Corporation, BSM Financial, LP, CCO Mortgage Corp., Countrywide Home
      Loans, Inc., GreenPoint Mortgage Funding, Inc., Family Lending Services, Inc.,
      Impac Funding Corporation, Lehman Brothers Bank, FSB, Ohio Savings Bank,
      Washington Mutual Bank and Wells Fargo Bank, N.A. 

    


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



    
      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      

    

    


     

    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    


    On
      file
      at the offices of:

    Dechert
      LLP

    2929
      Arch
      Street

    Philadelphia,
      Pennsylvania 19104

    Attn:
      Steven J. Molitor

    Telephone:
      (215) 994-2777

    Telecopier:
      (215) 994-2222

     

     

    
      
        
        

      

      
        Sch.
          A-1