STRUCTURED
      ASSET SECURITIES CORPORATION,

    as
      Depositor,

     

    AURORA
      LOAN SERVICES LLC,

    as
      Master
      Servicer,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

     

    ___________________________

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of July 1, 2006 

     

    ___________________________

     

    LEHMAN
      XS
      TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2006-GP4

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

    


    Page

    

      
        	
                ARTICLE
                  I.             DEFINITIONS

              	
                13

              
	
                Section
                  1.01.

              	
                Definitions

              	
                13

              
	
                Section
                  1.02.

              	
                Calculations
                  Respecting Mortgage Loans

              	
                55

              
	
                Section
                  1.03.

              	
                Calculations
                  Respecting Accrued Interest

              	
                55

              
	
                Section
                  1.04.

              	
                Rights
                  of the NIMS Insurer

              	
                55

              
	
                ARTICLE
                  II.             DECLARATION
                  OF TRUST; ISSUANCE OF CERTIFICATES

              	
                56

              
	
                Section
                  2.01.

              	
                Creation
                  and Declaration of Trust Fund; Conveyance of Mortgage
                  Loans

              	
                56

              
	
                Section
                  2.02.

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

              	
                59

              
	
                Section
                  2.03.

              	
                Representations
                  and Warranties of the Depositor

              	
                61

              
	
                Section
                  2.04.

              	
                Discovery
                  of Breach

              	
                63

              
	
                Section
                  2.05.

              	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans

              	
                63

              
	
                Section
                  2.06.

              	
                Grant
                  Clause

              	
                65

              
	
                ARTICLE
                  III.             THE
                  CERTIFICATES

              	
                66

              
	
                Section
                  3.01.

              	
                The
                  Certificates

              	
                66

              
	
                Section
                  3.02.

              	
                Registration

              	
                66

              
	
                Section
                  3.03.

              	
                Transfer
                  and Exchange of Certificates

              	
                67

              
	
                Section
                  3.04.

              	
                Cancellation
                  of Certificates

              	
                70

              
	
                Section
                  3.05.

              	
                Replacement
                  of Certificates

              	
                70

              
	
                Section
                  3.06.

              	
                Persons
                  Deemed Owners

              	
                71

              
	
                Section
                  3.07.

              	
                Temporary
                  Certificates

              	
                71

              
	
                Section
                  3.08.

              	
                Appointment
                  of Paying Agent

              	
                72

              
	
                Section
                  3.09.

              	
                Book
                  Entry Certificates

              	
                72

              
	
                ARTICLE
                  IV.             ADMINISTRATION
                  OF THE TRUST FUND

              	
                74

              
	
                Section
                  4.01.

              	
                Collection
                  Account

              	
                74

              
	
                Section
                  4.02.

              	
                Application
                  of Funds in the Collection Account

              	
                76

              
	
                Section
                  4.03.

              	
                Reports
                  to Certificateholders

              	
                78

              
	
                Section
                  4.04.

              	
                Certificate
                  Account

              	
                82

              
	
                ARTICLE
                  V.             DISTRIBUTIONS
                  TO HOLDERS OF CERTIFICATES

              	
                83

              
	
                Section
                  5.01.

              	
                Distributions
                  Generally

              	
                83

              


      

       

      
        
          
          

        

        
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        TABLE
          OF CONTENTS

        (continued)

        Page

         

      

      
        	
                Section
                  5.02.

              	
                Distributions
                  from the Certificate Account

              	
                84

              
	
                Section
                  5.03.

              	
                Allocation
                  of Losses

              	
                94

              
	
                Section
                  5.04.

              	
                Advances
                  by Master Servicer, Servicer and Trustee

              	
                95

              
	
                Section
                  5.05.

              	
                Compensating
                  Interest Payments

              	
                96

              
	
                Section
                  5.06.

              	
                Basis
                  Risk Reserve Fund

              	
                96

              
	
                Section
                  5.07.

              	
                [Reserved]

              	
                97

              
	
                Section
                  5.08.

              	
                [Reserved]

              	
                97

              
	
                Section
                  5.09.

              	
                [Reserved]

              	
                97

              
	
                Section
                  5.10.

              	
                Capitalized
                  Interest Account

              	
                97

              
	
                Section
                  5.11.

              	
                [Reserved]

              	
                97

              
	
                Section
                  5.12.

              	
                Class
                  X Account

              	
                97

              
	
                ARTICLE
                  VI.             CONCERNING
                  THE TRUSTEE; EVENTS OF DEFAULT

              	
                98

              
	
                Section
                  6.01.

              	
                Duties
                  of Trustee

              	
                98

              
	
                Section
                  6.02.

              	
                Certain
                  Matters Affecting the Trustee

              	
                101

              
	
                Section
                  6.03.

              	
                Trustee
                  Not Liable for Certificates

              	
                102

              
	
                Section
                  6.04.

              	
                Trustee
                  May Own Certificates

              	
                102

              
	
                Section
                  6.05.

              	
                Eligibility
                  Requirements for Trustee

              	
                103

              
	
                Section
                  6.06.

              	
                Resignation
                  and Removal of Trustee

              	
                103

              
	
                Section
                  6.07.

              	
                Successor
                  Trustee

              	
                104

              
	
                Section
                  6.08.

              	
                Merger
                  or Consolidation of Trustee

              	
                104

              
	
                Section
                  6.09.

              	
                Appointment
                  of Co-Trustee, Separate Trustee or Custodian

              	
                105

              
	
                Section
                  6.10.

              	
                Authenticating
                  Agents

              	
                107

              
	
                Section
                  6.11.

              	
                Indemnification
                  of Trustee

              	
                108

              
	
                Section
                  6.12.

              	
                Fees
                  and Expenses of Trustee and Custodian

              	
                109

              
	
                Section
                  6.13.

              	
                Collection
                  of Monies

              	
                109

              
	
                Section
                  6.14.

              	
                Events
                  of Default; Trustee To Act; Appointment of Successor

              	
                109

              
	
                Section
                  6.15.

              	
                Additional
                  Remedies of Trustee Upon Event of Default

              	
                114

              
	
                Section
                  6.16.

              	
                Waiver
                  of Defaults

              	
                114

              
	
                Section
                  6.17.

              	
                Notification
                  to Holders

              	
                114

              
	
                Section
                  6.18.

              	
                Directions
                  by Certificateholders and Duties of Trustee During Event of
                  Default

              	
                114

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
         

        TABLE
          OF CONTENTS

        (continued)

        Page

         

      

      
        	
                Section
                  6.19.

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

              	
                115

              
	
                Section
                  6.20.

              	
                Preparation
                  of Tax Returns and Other Reports

              	
                115

              
	
                Section
                  6.21.

              	
                Reporting
                  Requirements of the Commission

              	
                121

              
	
                Section
                  6.22.

              	
                Indemnification
                  by the Trustee

              	
                122

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

              	
                122

              
	
                Section
                  7.01.

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

              	
                122

              
	
                Section
                  7.02.

              	
                Procedure
                  Upon Termination of Trust Fund

              	
                124

              
	
                Section
                  7.03.

              	
                Additional
                  Trust Fund Termination Requirements

              	
                125

              
	
                Section
                  7.04.

              	
                Optional
                  Purchase Right of NIMS Insurer

              	
                125

              
	
                ARTICLE
                  VIII.             RIGHTS
                  OF CERTIFICATEHOLDERS

              	
                125

              
	
                Section
                  8.01.

              	
                Limitation
                  on Rights of Holders

              	
                125

              
	
                Section
                  8.02.

              	
                Access
                  to List of Holders

              	
                126

              
	
                Section
                  8.03.

              	
                Acts
                  of Holders of Certificates

              	
                127

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

              	
                128

              
	
                Section
                  9.01.

              	
                Duties
                  of the Master Servicer

              	
                128

              
	
                Section
                  9.02.

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

              	
                128

              
	
                Section
                  9.03.

              	
                Master
                  Servicer’s Financial Statements and Related Information

              	
                129

              
	
                Section
                  9.04.

              	
                Power
                  to Act; Procedures

              	
                129

              
	
                Section
                  9.05.

              	
                Enforcement
                  of Servicers’ and Master Servicer’s Obligations

              	
                131

              
	
                Section
                  9.06.

              	
                Collection
                  of Taxes, Assessments and Similar Items

              	
                132

              
	
                Section
                  9.07.

              	
                Termination
                  of Servicing Agreements; Successor Servicers

              	
                133

              
	
                Section
                  9.08.

              	
                Master
                  Servicer Liable for Enforcement

              	
                133

              
	
                Section
                  9.09.

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

              	
                134

              
	
                Section
                  9.10.

              	
                Assumption
                  of Servicing Agreement by the Trustee

              	
                134

              


      

       

      
        
          
          

        

        
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        TABLE
          OF CONTENTS

        (continued)

        Page

         

      

      
        	
                Section
                  9.11.

              	
                Due-on-Sale
                  Clauses; Assumption Agreements; Easements

              	
                135

              
	
                Section
                  9.12.

              	
                Release
                  of Mortgage Files

              	
                135

              
	
                Section
                  9.13.

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

              	
                136

              
	
                Section
                  9.14.

              	
                Representations
                  and Warranties of the Master Servicer

              	
                138

              
	
                Section
                  9.15.

              	
                Opinion

              	
                140

              
	
                Section
                  9.16.

              	
                Standard
                  Hazard and Flood Insurance Policies

              	
                140

              
	
                Section
                  9.17.

              	
                Presentment
                  of Claims and Collection of Proceeds

              	
                141

              
	
                Section
                  9.18.

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies

              	
                141

              
	
                Section
                  9.19.

              	
                Trustee
                  To Retain Possession of Certain Insurance Policies and
                  Documents

              	
                141

              
	
                Section
                  9.20.

              	
                Realization
                  Upon Defaulted Mortgage Loans

              	
                142

              
	
                Section
                  9.21.

              	
                Compensation
                  to the Master Servicer

              	
                143

              
	
                Section
                  9.22.

              	
                REO
                  Property

              	
                143

              
	
                Section
                  9.23.

              	
                Notice
                  to the Sponsor, the Depositor and the Trustee

              	
                144

              
	
                Section
                  9.24.

              	
                Reports
                  to the Trustee

              	
                144

              
	
                Section
                  9.25.

              	
                Assessment
                  of Compliance and Attestation Reports

              	
                145

              
	
                Section
                  9.26.

              	
                Annual
                  Statement of Compliance with Applicable Servicing Criteria

              	
                147

              
	
                Section
                  9.27.

              	
                Merger
                  or Consolidation

              	
                147

              
	
                Section
                  9.28.

              	
                Resignation
                  of Master Servicer

              	
                147

              
	
                Section
                  9.29.

              	
                Assignment
                  or Delegation of Duties by the Master Servicer

              	
                148

              
	
                Section
                  9.30.

              	
                Limitation
                  on Liability of the Master Servicer and Others

              	
                148

              
	
                Section
                  9.31.

              	
                Indemnification;
                  Third Party Claims

              	
                149

              
	
                Section
                  9.32.

              	
                Special
                  Servicing of Delinquent Mortgage Loans

              	
                150

              
	
                Section
                  9.33.

              	
                Allocation
                  to Related Mortgage Pool

              	
                150

              
	
                ARTICLE
                  X.             REMIC
                  ADMINISTRATION

              	
                150

              
	
                Section
                  10.01.

              	
                REMIC
                  Administration

              	
                150

              
	
                Section
                  10.02.

              	
                Prohibited
                  Transactions and Activities

              	
                158

              
	
                Section
                  10.03.

              	
                Indemnification
                  with Respect to Certain Taxes and Loss of REMIC Status

              	
                158

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

        Page

         

      

      
        	
                Section
                  10.04.

              	
                REO
                  Property

              	
                159

              
	
                ARTICLE
                  XI.             MISCELLANEOUS
                  PROVISIONS

              	
                159

              
	
                Section
                  11.01.

              	
                Binding
                  Nature of Agreement; Assignment

              	
                159

              
	
                Section
                  11.02.

              	
                Entire
                  Agreement

              	
                160

              
	
                Section
                  11.03.

              	
                Amendment

              	
                160

              
	
                Section
                  11.04.

              	
                Voting
                  Rights

              	
                161

              
	
                Section
                  11.05.

              	
                Provision
                  of Information

              	
                161

              
	
                Section
                  11.06.

              	
                Governing
                  Law

              	
                162

              
	
                Section
                  11.07.

              	
                Notices

              	
                162

              
	
                Section
                  11.08.

              	
                Severability
                  of Provisions

              	
                162

              
	
                Section
                  11.09.

              	
                Indulgences;
                  No Waivers

              	
                163

              
	
                Section
                  11.10.

              	
                Headings
                  Not To Affect Interpretation

              	
                163

              
	
                Section
                  11.11.

              	
                Benefits
                  of Agreement

              	
                163

              
	
                Section
                  11.12.

              	
                Special
                  Notices to the Rating Agencies and NIMS Insurer

              	
                163

              
	
                Section
                  11.13.

              	
                Conflicts

              	
                164

              
	
                Section
                  11.14.

              	
                Counterparts

              	
                164

              
	
                Section
                  11.15.

              	
                Transfer
                  of Servicing

              	
                164

              
	
                Section
                  11.16.

              	
                Third
                  Party Rights

              	
                166

              


      

    

     

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    



    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 for GMAC Mortgage Corporation and GreenPoint Mortgage
                Funding,
                Inc.

            
	
              Exhibit
                F

            	
              Form
                of Rule 144A Transfer Certificate

            
	
              Exhibit
                G

            	
              Form
                of Purchaser’s Letter for Institutional Accredited
                Investors

            
	
              Exhibit
                H

            	
              Form
                of ERISA Transfer Affidavit

            
	
              Exhibit
                I

            	
              [Reserved]

            
	
              Exhibit
                J

            	
              [Reserved]

            
	
              Exhibit
                K

            	
              Custodial
                Agreement for U.S. Bank National Association

            
	
              Exhibit
                L

            	
              [Reserved]

            
	
              Exhibit
                M

            	
              [Reserved]

            
	
              Exhibit
                N

            	
              [Reserved]

            
	
              Exhibit
                O

            	
              [Reserved]

            
	
              Exhibit
                P

            	
              [Reserved]

            
	
              Exhibit
                Q-1

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                Q-2

            	
              Additional
                Form 10-K Disclosure

            
	
              Exhibit
                Q-3

            	
              Additional
                Form 8-K Disclosure

            
	
              Exhibit
                Q-4

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                R

            	
              Servicing
                Criteria to be Addressed in Report on Assessment of
                Compliance

            
	
              Exhibit
                S

            	
              Transaction
                Parties

            
	
              Exhibit
                T

            	
              Form
                of Back-Up Sarbanes-Oxley Certification

            
	 	 
	
              Schedule
                A

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                B

            	
              First
                Payment Default Mortgage Loans

            


    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    



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

     

    As
      provided herein, the Trustee shall elect that the Trust Fund (other than (i)
      the
      Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums
      distributable to the Class P Certificates, (iii) the Lower Tier Interests,
      (iv)
      the Capitalized Interest Account and (v) the Class X Account) be treated for
      federal income tax purposes as comprising two real estate mortgage investment
      conduits (each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”). Each
      Certificate (other than the Class C, Class R and Class P Certificates)
      represents ownership of one or more regular interests in REMIC 2 for purposes
      of
      the REMIC Provisions. In addition, each Offered Certificate represents the
      right
      to receive payments with respect to Excess Interest. The Class R Certificate
      represents ownership of the sole Class of residual interest in each of REMIC
      1
      and REMIC 2 for purposes of the REMIC Provisions.

     

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

     

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


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    REMIC
      1

     

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

     

    
      	
              Class

              Designation

            	 	
              Interest
                Rate

            	 	
              Initial
                Class

              Principal
                Amount

            	 	
              Related

              Mortgage
                Pool

              or
                Certificate Group

            	 	
              Corresponding

              Class
                of

              Certificates

            
	 	 	 	 	 	 	 	 	 
	
              LT1-1A1

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              1-A1

            
	
              LT1-1A2

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              1-A2

            
	
              LT1-2A1

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              2-A1

            
	
              LT1-2A2

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              2-A2

            
	
              LT1-2A3

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              2-A3

            
	
              LT1-3A1A

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              3-A1A

            
	
              LT1-3A1B

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              3-A1B

            
	
              LT1-3A2A

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              3-A2A

            
	
              LT1-3A2B

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              3-A2B

            
	
              LT1-3A3A

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              3-A3A

            
	
              LT1-3A3B

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              3-A3B

            
	
              LT1-3A4

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              3-A4

            
	
              LT1-3A5

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              3-A5

            
	
              LT1-M1

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M1

            
	
              LT1-M2

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M2

            
	
              LT1-M3

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M3

            
	
              LT1-M4

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M4

            
	
              LT1-M5

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M5

            
	
              LT1-M6

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M6

            
	
              LT1-M7

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M7

            
	
              LT1-M8

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M8

            
	
              LT1-M9

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M9

            
	
              LT1-M10

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M10

            
	
              LT1-M11

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            	 	
              M11

            
	
              LT1-XI

            	 	
              (1)

            	 	
              (6)

            	 	
              N/A

            	 	
              N/A

            
	
              LT1-IA

            	 	
              (1)

            	 	
              (7)

            	 	
              Pool
                1 /

              Pool
                1 Senior Certificates

            	 	
              N/A

            
	
              LT1-IB

            	 	
              (2)

            	 	
              (8)

            	 	
              Pool
                1 /

              Pool
                1 Senior Certificates

            	 	
              N/A

            
	
              LT1-IIA

            	 	
              (1)

            	 	
              (9)

            	 	
              Pool
                2 /

              Pool
                2 Senior Certificates

            	 	
              N/A

            
	
              LT1-IIB

            	 	
              (3)

            	 	
              (10)

            	 	
              Pool
                2 /

              Pool
                2 Senior Certificates

            	 	
              N/A

            
	
              LT1-IIIA

            	 	
              (1)

            	 	
              (11)

            	 	
              Pool
                3 /

              Pool
                3 Senior Certificates

            	 	
              N/A

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
              Class

              Designation

            	 	
              Interest
                Rate

            	 	
              Initial
                Class

              Principal
                Amount

            	 	
              Related

              Mortgage
                Pool

              or
                Certificate Group

            	 	
              Corresponding

              Class
                of

              Certificates

            
	 	 	 	 	 	 	 	 	 
	
              LT1-IIIB

            	 	
              (4)

            	 	
              (12)

            	 	
              Pool
                3 /

              Pool
                3 Senior Certificates

            	 	
              N/A

            
	
              LT1-XII

            	 	
              (1)

            	 	
              (13)

            	 	
              N/A

            	 	
              N/A

            
	
              LT1-R

            	 	
              (14)

            	 	
              (14)

            	 	
              N/A

            	 	
              N/A

            


    

     

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC 1 Interests is a per annum
                rate
                equal to the Net Rate.

            


    

     

    
      	
              (2)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for the Class LT1-IB Interest is a per annum rate
                equal to
                the Pool 1 Net Funds Cap.

            


    

     

    
      	
              (3)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for the Class LT1-IIB Interest is a per annum rate
                equal
                to the Pool 2 Net Funds Cap.

            


    

     

    
      	
              (4)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for the Class LT1-IIIB Interest is a per annum rate
                equal
                to the Pool 3 Net Funds Cap.

            


    

     

    
      	
              (5)

            	
              The
                initial principal amount for each of these REMIC 1 Interests shall
                equal
                25% of the initial principal balance of the Corresponding Class of
                Certificates.

            


    

     

    
      	
              (6)

            	
              The
                initial principal amount for the Class LT1-XI Interest shall equal
                the
                excess of (i) 50% of the Pool Balance as of the Cut-off Date over
                (ii) the
                aggregate initial principal balance of the REMIC 1I Marker
                Classes.

            


    

     

    
      	
              (7)

            	
              The
                initial principal amount for the Class LT1-IA Interest shall equal
                0.0005%
                of the Pool Subordinate Amount for Pool 1 as of the first Distribution
                Date.

            


    

     

    
      	
              (8)

            	
              The
                initial principal amount for the Class LT1-IB Interest shall equal
                0.0005%
                of
                the aggregate Scheduled Principal Balance of the Mortgage Loans in
                Pool 1
                as of the Cut-off Date.

            


    

     

    
      	
              (9)

            	
              The
                initial principal amount for the Class LT1-IIA Interest shall equal
                0.0005% of the Pool Subordinate Amount for Pool 2 as of the first
                Distribution Date.

            


    

     

    
      	
              (10)

            	
              The
                initial principal amount for the Class LT1-IIB Interest shall equal
                0.0005% of
                the aggregate Scheduled Principal Balance of the Mortgage Loans in
                Pool 2
                as of the Cut-off Date.

            


    

     

    
      	
              (11)

            	
              The
                initial principal amount for the Class LT1-IIIA Interest shall equal
                0.0005% of the Pool Subordinate Amount for Pool 3 as of the first
                Distribution Date.

            


    

     

    
      	
              (12)

            	
              The
                initial principal amount for the Class LT1-IIIB Interest shall equal
                0.0005% of
                the aggregate Scheduled Principal Balance of the Mortgage Loans in
                Pool 3
                as of the Cut-off Date.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
              (13)

            	
              The
                initial principal amount for the Class LT1-XII Interest shall equal
                the
                excess of (i) 50% of the Pool Balance as of the Cut-off Date over
                (ii) the
                aggregate initial principal balance of the REMIC 1II Marker
                Classes.

            


    

     

    
      	
              (14)

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

            


    

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    REMIC
      2

     

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

     

    
      	
              Class

              Designation

            	 	
              Interest
                Rate

            	 	
              Initial
                Class

              Principal
                Amount

            	 	
              Class
                of Related

              Certificates

            
	 	 	 	 	 	 	 
	
              LT2-1A1

            	 	
              (1)

            	 	
              (3)

            	 	
              1-A1

            
	
              LT2-1A2

            	 	
              (1)

            	 	
              (3)

            	 	
              1-A2

            
	
              LT2-2A1

            	 	
              (1)

            	 	
              (3)

            	 	
              2-A1

            
	
              LT2-2A2

            	 	
              (1)

            	 	
              (3)

            	 	
              2-A2

            
	
              LT2-2A3

            	 	
              (1)

            	 	
              (3)

            	 	
              2-A3

            
	
              LT2-3A1A

            	 	
              (1)

            	 	
              (3)

            	 	
              3-A1A

            
	
              LT2-3A1B

            	 	
              (1)

            	 	
              (3)

            	 	
              3-A1B

            
	
              LT2-3A2A

            	 	
              (1)

            	 	
              (3)

            	 	
              3-A2A

            
	
              LT2-3A2B

            	 	
              (1)

            	 	
              (3)

            	 	
              3-A2B

            
	
              LT2-3A3A

            	 	
              (1)

            	 	
              (3)

            	 	
              3-A3A

            
	
              LT2-3A3B

            	 	
              (1)

            	 	
              (3)

            	 	
              3-A3B

            
	
              LT2-3A4

            	 	
              (1)

            	 	
              (3)

            	 	
              3-A4

            
	
              LT2-3A5

            	 	
              (1)

            	 	
              (3)

            	 	
              3-A5

            
	
              LT2-M1

            	 	
              (1)

            	 	
              (3)

            	 	
              M1

            
	
              LT2-M2

            	 	
              (1)

            	 	
              (3)

            	 	
              M2

            
	
              LT2-M3

            	 	
              (1)

            	 	
              (3)

            	 	
              M3

            
	
              LT2-M4

            	 	
              (1)

            	 	
              (3)

            	 	
              M4

            
	
              LT2-M5

            	 	
              (1)

            	 	
              (3)

            	 	
              M5

            
	
              LT2-M6

            	 	
              (1)

            	 	
              (3)

            	 	
              M6

            
	
              LT2-M7

            	 	
              (1)

            	 	
              (3)

            	 	
              M7

            
	
              LT2-M8

            	 	
              (1)

            	 	
              (3)

            	 	
              M8

            
	
              LT2-M9

            	 	
              (1)

            	 	
              (3)

            	 	
              M9

            
	
              LT2-M10

            	 	
              (1)

            	 	
              (3)

            	 	
              M10

            
	
              LT2-M11

            	 	
              (1)

            	 	
              (3)

            	 	
              M11

            
	
              Uncertificated
                Class X Interest

            	 	
              (2)

            	 	
              (2)

            	 	
              N/A

            
	
              Residual
                Interest

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            


    

    


    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of these REMIC 2 Interests is a per annum
                rate
                equal to the Certificate Interest Rate for the Related Certificates,
                provided that these REMIC 2 Interests shall not be entitled to payments
                in
                respect of Excess Interest or payments from the Capitalized Interest
                Account.

            


    

     

    
      	
              (2)

            	
              The
                Uncertificated Class X Interest shall have an initial principal balance
                equal to the excess of (i) the aggregate Scheduled Principal Balance
                of
                the Mortgage Loans as of the Cut-off Date over (ii) the aggregate
                initial
                Certificate Principal Amount of the Certificates (such excess being
                $6,318,457.74). The Uncertificated Class X Interest shall accrue
                interest
                on a notional balance equal to the Class X Notional Balance at a
                rate
                equal to the Class X Interest Rate. The Uncertificated Class X Interest
                shall be represented by the Class X
                Certificates.

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

            	
              The
                Residual Interest is the sole Class of residual interest in REMIC
                2. It
                does not have an interest rate or a principal
                balance.

            


    

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    The
      Certificates

     

    The
      following table sets forth (or describes) the Class designation, Certificate
      Interest Rate, initial Class Principal Amount (or Class Notional Amount) and
      minimum denomination for each Class of Certificates comprising interests in
      the
      Trust Fund created hereunder. Each Offered Certificate and Class X Certificate
      represents ownership of regular interests in REMIC 2.

    

      
        	
                Class
                  Designation

              	 	
                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal
                  Amount ($)

              	 	
                Minimum

                Denominations

              
	 	 	 	 	 	 	 
	
                Class
                  1-A1

              	 	
                (1)

              	 	
                $241,322,000

              	 	
                $
                  25,000.00

              
	
                Class
                  1-A2

              	 	
                (2)

              	 	
                $26,813,000

              	 	
                $
                  25,000.00

              
	
                Class
                  2-A1

              	 	
                (3)

              	 	
                $120,214,000

              	 	
                $
                  25,000.00

              
	
                Class
                  2-A2

              	 	
                (4)

              	 	
                $44,078,000

              	 	
                $
                  25,000.00

              
	
                Class
                  2-A3

              	 	
                (5)

              	 	
                $14,525,000

              	 	
                $
                  25,000.00

              
	
                Class
                  3-A1A

              	 	
                (6)

              	 	
                $204,993,000

              	 	
                $
                  25,000.00

              
	
                Class
                  3-A1B

              	 	
                (7)

              	 	
                $22,777,000

              	 	
                $
                  25,000.00

              
	
                Class
                  3-A2A

              	 	
                (8)

              	 	
                $91,464,000

              	 	
                $
                  25,000.00

              
	
                Class
                  3-A2B

              	 	
                (9)

              	 	
                $10,162,000

              	 	
                $
                  25,000.00

              
	
                Class
                  3-A3A

              	 	
                (10)

              	 	
                $125,680,000

              	 	
                $
                  25,000.00

              
	
                Class
                  3-A3B

              	 	
                (11)

              	 	
                $13,964,000

              	 	
                $
                  25,000.00

              
	
                Class
                  3-A4

              	 	
                (12)

              	 	
                $9,572,000

              	 	
                $
                  25,000.00

              
	
                Class
                  3-A5

              	 	
                (13)

              	 	
                $200,000,000

              	 	
                $
                  25,000.00

              
	
                Class
                  M1

              	 	
                (14)

              	 	
                $44,140,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M2

              	 	
                (15)

              	 	
                $26,484,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M3

              	 	
                (16)

              	 	
                $6,936,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M4

              	 	
                (17)

              	 	
                $7,566,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M5

              	 	
                (18)

              	 	
                $6,305,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M6

              	 	
                (19)

              	 	
                $6,305,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M7

              	 	
                (20)

              	 	
                $6,305,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M8

              	 	
                (21)

              	 	
                $6,305,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M9

              	 	
                (22)

              	 	
                $6,305,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M10

              	 	
                (23)

              	 	
                $6,305,000

              	 	
                $
                  100,000.00

              
	
                Class
                  M11

              	 	
                (24)

              	 	
                $6,305,000

              	 	
                $
                  100,000.00

              
	
                Class
                  X

              	 	
                (25)

              	 	
                (25)

              	 	
                (28)

              
	
                Class
                  P

              	 	
                (26)

              	 	
                (26)

              	 	
                (28)

              
	
                Class
                  R

              	 	
                (27)

              	 	
                (27)

              	 	
                (28)

              
	
                Class
                  C

              	 	
                (29)

              	 	
                (29)

              	 	
                (28)

              


      

    

    


    
      	
              (1)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.205% (the “1-A1 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 1-A1 Certificates
                will be LIBOR plus 0.410%.

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	
              (2)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 1-A2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.280% (the “1-A2 Margin”) and
                (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 1-A2 Certificates
                will be LIBOR plus 0.560%.

            


    

     

    
      	
              (3)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-A1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.200% (the “2-A1 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 2-A1 Certificates
                will be LIBOR plus 0.400%.

            


    

     

    
      	
              (4)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-A2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.230% (the “2-A2 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 2-A2 Certificates
                will be LIBOR plus 0.460%.

            


    

     

    
      	
              (5)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 2-A3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.270% (the “2-A3 Margin”) and
                (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 2-A3 Certificates
                will be LIBOR plus 0.540%.

            


    

     

    
      	
              (6)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A1A Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.070% (the “3-A1A Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 3-A1A Certificates
                will be LIBOR plus 0.140%.

            


    

     

    
      	
              (7)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A1B Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.090% (the “3-A1B Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 3-A1B Certificates
                will be LIBOR plus 0.180%.

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	
              (8)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A2A Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.160% (the “3-A2A Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 3-A2A Certificates
                will be LIBOR plus 0.320%.

            


    

     

    
      	
              (9)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A2B Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.210% (the “3-A2B Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 3-A2B Certificates
                will be LIBOR plus 0.420%.

            


    

     

    
      	
              (10)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A3A Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.210% (the “3-A3A Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 3-A3A Certificates
                will be LIBOR plus 0.420%.

            


    

     

    
      	
              (11)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A3B Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.250% (the “3-A3B Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 3-A3B Certificates
                will be LIBOR plus 0.500%.

            


    

     

    
      	
              (12)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.350% (the “3-A4 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 3-A4 Certificates
                will be LIBOR plus 0.700%.

            


    

     

    
      	
              (13)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class 3-A5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.225% (the “3-A5 Margin”) and
                (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided,
                that
                if the Mortgage Loans and related property are not purchased pursuant
                to
                Section 7.01(b) on the Initial Optional Termination Date, then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class 3-A5 Certificates
                will be LIBOR plus 0.450%.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	
              (14)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M1 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.410% (the “M1 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M1 Certificates
                will be LIBOR plus 0.615%.

            


    

     

    
      	
              (15)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M2 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.430% (the “M2 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M2 Certificates
                will be LIBOR plus 0.645%.

            


    

     

    
      	
              (16)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M3 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.460% (the “M3 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M3 Certificates
                will be LIBOR plus 0.690%.

            


    

     

    
      	
              (17)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M4 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.620% (the “M4 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M4 Certificates
                will be LIBOR plus 0.930%.

            


    

     

    
      	
              (18)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M5 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.670% (the “M5 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M5 Certificates
                will be LIBOR plus 1.005%.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	
              (19)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M6 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 0.800% (the “M6 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M6 Certificates
                will be LIBOR plus 1.200%.

            


    

     

    
      	
              (20)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M7 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.250% (the “M7 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M7 Certificates
                will be LIBOR plus 1.875%.

            


    

     

    
      	
              (21)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M8 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.700% (the “M8 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M8 Certificates
                will be LIBOR plus 2.550%.

            


    

     

    
      	
              (22)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M9 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.700% (the “M9 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M9 Certificates
                will be LIBOR plus 2.550%.

            


    

     

    
      	
              (23)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M10 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.250% (the “M10 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M10 Certificates
                will be LIBOR plus 1.875%.

            


    

     

    
      	
              (24)

            	
              The
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Accrual Period) for the Class M11 Certificates is the per
                annum
                rate equal to the lesser of (i) LIBOR plus 1.750% (the “M11 Margin”) and
                (ii) the Subordinate Net Funds Cap for such Distribution Date; provided,
                that if the Mortgage Loans and related property are not purchased
                pursuant
                to Section 7.01(b) on the Initial Optional Termination Date, then
                with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class M11 Certificates
                will be LIBOR plus 2.625%.

            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	
              (25)

            	
              The
                Class X Certificate shall have an initial principal balance of
                $6,318,457.74. For each Distribution Date, the Class X Certificate
                shall
                be entitled to the Class X Current Interest. Unpaid interest on the
                Class
                X Certificates shall not itself bear
                interest.

            


    

     

    
      	
              (26)

            	
              The
                Class P Certificates will be entitled to receive Prepayment Premiums
                paid
                by borrowers upon voluntary full or partial prepayment of the Mortgage
                Loans.

            


    

     

    
      	
              (27)

            	
              The
                Class R Certificate will be issued without a Certificate Principal
                Amount
                and will not bear interest at a stated rate. The Class R Certificate
                represents ownership of the residual interest in REMIC 2, as well
                as
                ownership of the Class LT1-R
                Interest.

            


    

     

    
      	
              (28)

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

            


    

     

    
      	
              (29)

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

            


    

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $1,261,143,457.74.

     

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

     

    


     


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    



    ARTICLE
      I.


     

    DEFINITIONS

     

    Section
      1.01.           Definitions.

     

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

     

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

     

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

     

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

     

    2-A1
      Margin:
      As
      defined in footnote (3) of the Preliminary Statement under the caption “The
      Certificates”.

     

    2-A2Margin:
      As
      defined in footnote (4) of the Preliminary Statement under the caption “The
      Certificates”.

     

    2-A3
      Margin:
      As
      defined in footnote (5) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-A1A
      Margin:
      As
      defined in footnote (6) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-A1B
      Margin:
      As
      defined in footnote (7) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-A2A
      Margin:
      As
      defined in footnote (8) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-A2B
      Margin:
      As
      defined in footnote (9) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-A3A
      Margin:
      As
      defined in footnote (10) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-A3B
      Margin:
      As
      defined in footnote (11) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-A4
      Margin:
      As
      defined in footnote (12) of the Preliminary Statement under the caption “The
      Certificates”.

     

    3-A5
      Margin:
      As
      defined in footnote (13) of the Preliminary Statement under the caption “The
      Certificates”.

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Accrual
      Period:
      For the
      Certificates and their Related REMIC 2 Interests and the REMIC 1 Interests
      for
      each Distribution Date, the period beginning on the immediately preceding
      Distribution Date (or on July 25, 2006, in the case of the first Distribution
      Date) and ending on the day immediately preceding the related Distribution
      Date.
      The Offered Certificates and their Related REMIC 2 Interests and the REMIC
      1
      Interests shall accrue interest on the basis of a 360-day year and the actual
      number of days in each Accrual Period.

     

    Accrued
      Certificate Interest:
      For
      each class of Certificates on any Distribution Date, the amount of interest
      accrued at its Interest Rate during the related Accrual Period on the related
      Class Principal Amount immediately prior to such Distribution Date as reduced
      by
      such Class’s share of (1) the interest portion of any related excess losses for
      such Distribution Date and (2) with respect to any related Mortgage Loan as
      to
      which there has been a Relief Act Reduction, the amount of any such
      reduction.

     

    Act:
      As
      defined in Section 3.03(c).

     

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

     

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

     

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

     

    Additional
      Termination Event:
      Not
      applicable.

     

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

     

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

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    Affected
      Party:
      Not
      applicable.

     

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

     

    Aggregate
      Loan Balance:
      As of
      any Distribution Date, the total Scheduled Principal Balance of the Mortgage
      Loans included in Pool 1, Pool 2 and Pool 3 for that Distribution
      Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Authorized
      Officer:
      Not
      applicable.

     

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

     

    Balloon
      Mortgage Loan:
      Not
      applicable.

     

    Balloon
      Payment:
      Not
      applicable.

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Basis
      Risk Payment:
      With
      respect to any Distribution Date, an amount equal to the sum of (i) any Basis
      Risk Shortfall for such Distribution Date and (ii) any Unpaid Basis Risk
      Shortfalls remaining unpaid from previous Distribution Dates. The amount of
      the
      Basis Risk Payment for any Distribution Date, however, cannot exceed the amount
      of Monthly Excess Cashflow that would be distributable to the Class X
      Certificate pursuant to Section 5.02(d) hereof on such Distribution Date (as
      determined under the definition of “Class X Distributable Amount” without regard
      to the Basis Risk Payment for such Distribution Date).

     

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

     

    Basis
      Risk Shortfall:
      With
      respect to any Distribution Date and any Class of Offered Certificates, the
      amount by which the amount of interest calculated at the Certificate Interest
      Rate applicable to such Class for such date, determined without regard to the
      applicable Net Funds Cap for such date but subject to a cap equal to (i) for
      the
      Senior Certificates, the Maximum Interest Rate of the Mortgage Pool to which
      such Class relates and (ii) for the Subordinate Certificates, the Subordinate
      Maximum Interest Rate, exceeds the amount of interest calculated at the
      applicable Net Funds Cap.

     

    Benefit
      Plan Opinion:
      Not
      applicable.

     

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

     

    Bulk
      PMI Policy:
      Not
      applicable.

     

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

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Cap
      Agreement:
      Not
      applicable.

     

    Cap
      Agreement Account:
      Not
      applicable.

     

    Cap
      Provider:
      Not
      applicable.

     

    Capitalized
      Interest Account:
      A trust
      account, established by the Trustee for the benefit of the holders of the
      Offered Certificates and the Seller.

     

    Capitalized
      Interest Amount:
      $4,000.

     

    Carryforward
      Interest:
      With
      respect to any Distribution Date and any Class of Certificates (other than
      the
      Class X, Class C, Class P and Class R Certificates), the sum of (i) the amount,
      if any, by which (x) the sum of (A) Current Interest for such Class for the
      immediately preceding Distribution Date and (B) any unpaid Carryforward Interest
      for such Class from previous Distribution Dates exceeds (y) the amount
      distributed in respect of interest on such Class on such immediately preceding
      Distribution Date, and (ii) interest on such amount for the related Accrual
      Period at the applicable Certificate Interest Rate. Carryforward Interest shall
      not include amounts attributable to an allocation of Deferred
      Interest.

     

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

     

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

     

    Certificate
      Group:
      Any of
      the Pool 1 Senior Certificates, Pool 2 Senior Certificates or Pool 3 Senior
      Certificates.

     

    Certificate
      Insurance Policy:
      Not
      applicable.

     

    Certificate
      Insurance Premium:
      Not
      applicable.

     

    Certificate
      Insurer:
      Not
      applicable.

     

    Certificate
      Insurer Default:
      Not
      applicable.

     

    Certificate
      Interest Rate:
      With
      respect to each Class of Certificates and any Distribution Date, the applicable
      per annum rate set forth or described in the Preliminary Statement
      hereto.

     

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

     

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

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    Class
      C Mortgage Loan:
      Any
      Mortgage Loan which has become a Liquidated Mortgage Loan on or prior to the
      Collection Period ending on March 1, 2009.

     

    Class
      CX Excess Cap Amount:
      Not
      Applicable.

     

    Class
      I Shortfalls:
      Not
      applicable.

     

    Class
      M Certificates:
      Any of
      the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
      M8, Class M9, Class M10 and Class M11 Certificates.

     

    Class
      Notional Amount:
      Not
      applicable.

     

    Class
      P Interest:
      Not
      Applicable.

     

    Class
      P Principal Amount:
      Not
      Applicable.

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

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

     

    Class
      R Certificate:
      The
      Class R Certificate executed by the Trustee, and authenticated and delivered
      by
      the Certificate Registrar, substantially in the form annexed hereto as Exhibit
      A
      and evidencing the ownership of the residual interest in each REMIC created
      hereunder.

     

    Class
      X Account:
      An
      account established as part of the Trust Fund pursuant to Section 5.12 of this
      Agreement but which is not an asset of any of the REMICs for the benefit of
      the
      Class X and Class C Certificates.

     

    Class
      X Account Termination Date:
      The
      Distribution Date in March 2009.

     

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

     

    Class
      X Distributable Amount:
      On any
      Distribution Date, the excess of (i) the sum of (x) $6,318,457.74 and (y) the
      aggregate Class X Current Interest for such Distribution Date and all prior
      Distribution Dates over (ii) the sum of (x) the aggregate Basis Risk Payment
      for
      such Distribution Date and all prior Distribution Dates and (y) all prior
      distributions to the Class X Certificate under Section 5.02(d)(v)
      hereof.

     

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

     

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

     

    Class
      XI Current Interest: Not
      applicable.

     

    Class
      XI Distributable Amount:
      Not
      applicable.

     

    Class
      XI Interest Rate:
      Not
      applicable.

     

    Class
      XI Notional Balance:
      Not
      applicable.

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Clearstream:
      Not
      applicable.

     

    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.

     

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

     

    Commission:
      The
      Securities and Exchange Commission.

     

    Commitment
      Letter:
      Not
      applicable.

     

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

     

    Component:
      Not
      applicable.

     

    Component
      Interest Rate:
      Not
      applicable.

     

    Component
      Principal Amount:
      Not
      applicable.

     

    Conventional
      Loan:
      Not
      applicable.

     

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

     

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

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Cooperative
      Shares:
      Shares
      issued by a Cooperative Corporation.

     

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

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee is located at U.S. Bank National
      Association, One Federal Street, 3rd
      Floor,
      Boston, M.A. 02110, Attention: LXS 2006-GP4.

     

    Corresponding
      Class:
      For any
      REMIC 1 Interest, the Class of Certificates listed opposite such REMIC 1
      Interest in the table entitled “REMIC 1” in the Preliminary Statement
      hereto.

     

    Credit
      Score:
      Not
      applicable.

     

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

    

      
        	
                Distribution
                  Date

              	
                Loss
                  Percentage

              
	 	 
	
                August
                  2009 through July 2010

              	
                0.55%
                  for the first month plus
                  an
                  additional 1/12th of 0.40% for each month thereafter.

              
	 	 
	
                August
                  2010 through July 2011

              	
                0.95%
                  for the first month plus
                  an
                  additional 1/12th of 0.45% for each month thereafter.

              
	 	 
	
                August
                  2011 through August 2012

              	
                1.40%
                  for the first month plus
                  an
                  additional 1/12th of 0.50% for each month thereafter.

              
	 	 
	
                August
                  2012 through July 2013

              	
                1.90%
                  for the first month plus
                  an
                  additional 1/12th of 0.20% for each month thereafter.

              
	 	 
	
                August
                  2013 and thereafter

              	
                2.10%

              
	 	 


      

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

    

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

     

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

     

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

     

    Custodian:
      Any
      custodian appointed by the Trustee pursuant to a Custodial Agreement, and any
      successor thereto. The initial Custodian is U.S. Bank National
      Association.

     

    Cut-off
      Date:
      With
      respect to all Mortgage Loans, July 1, 2006.

     

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

     

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

     

    Defaulting
      Party:
      Not
      applicable.

     

    Deferred
      Amount:
      For
      each Distribution Date and for each class of Offered Certificates, the sum
      of
      (A) the amount by which (x) the Applied Loss Amount previously applied in
      reduction of the Class Principal Amount thereof exceeds (y) the sum of (1)
      the
      aggregate of amounts previously distributed in reimbursement thereof and (2)
      the
      amount by which the Class Principal Amount of such class has been increased
      due
      to Subsequent Recoveries and (B) for the Senior Certificates only, interest
      accrued on the related amount calculated under clause (A).

     

    Deferred
      Interest:
      Any
      interest shortfall resulting from Net Negative Amortization.

     

    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.

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    Deleted
      Loan REMIC:
      Not
      applicable.

     

    Deleted
      Loan REMIC Interest:
      Not
      applicable.

     

    Deleted
      Loan REMIC Regular Interest:
      Not
      applicable.

     

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

     

    Delinquency
      Event:
      With
      respect to any Distribution Date, a “Delinquency Event” shall occur if the
      Rolling Three Month Delinquency Rate as of the last day of the immediately
      preceding month equals or exceeds, for Distribution Dates prior to August 2012,
      26.05%, and, for Distribution Dates during or after August 2012, 32.60% of
      the
      Senior Enhancement Percentage for such Distribution Date.

     

    Delinquency
      Rate:
      With
      respect to any calendar month, the fraction, expressed as a percentage, the
      numerator of which is the aggregate outstanding principal balance of all
      Mortgage Loans that are 60 or more days Delinquent (including all foreclosures,
      bankruptcies and REO Properties, without duplication, as of the close of
      business on the last day of such month), and the denominator of which is the
      Aggregate Loan Balance as of the close of business on the last day of such
      month.

     

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    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.

     

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

     

    Due
      for Payment:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (vi)           a
      Qualified GIC;

     

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

     

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

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that would satisfy
      the requirements of the Underwriter’s Exemption, except, in relevant part, for
      the requirement that the certificates have received a rating at the time of
      acquisition that is in one of the 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 C, Class X and Class P Certificate and any other Certificate, as long
      as
      the acquisition and holding of such other Certificate is not covered by and
      exempt under the Underwriter’s Exemption.

     

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

     

    Escrow
      Account:
      Any
      account established and maintained by the Servicers pursuant to the Servicing
      Agreements.

     

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

     

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

     

    Excess
      Interest:
      On any
      Distribution Date, for each Class of Offered Certificates, the excess, if any,
      of (1) the amount of interest such Class of Certificates is entitled to receive
      on such Distribution Date (other than amounts received from the Capitalized
      Interest Account) over (2) the amount of interest such Class of Certificates
      would have been entitled to receive on such Distribution Date at an interest
      rate equal to the REMIC Pass-Through Rate.

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    Final
      Scheduled Distribution Date:
      With
      respect to (i) the Senior Certificates (other than the Class 2-A1, Class 2-A2
      and Class 2-A3 Certificates) and the Subordinate Certificates, the Distribution
      Date in August 2046, (ii) the Class 2-A1, Class 2-A2 and Class 2-A3
      Certificates, July 2046 and (iii) all other Classes of Certificates, the Latest
      Possible Maturity Date.

     

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

     

    First
      Payment Default 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 are identified on Schedule B
      hereof.

     

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

     

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

     

    Funding
      Account:
      Not
      applicable.

     

    Funding
      Amount:
      Not
      applicable.

     

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

     

    General
      Servicing Fee Rate:
      With
      respect to each Mortgage Loan, 0.375% per annum.

     

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

     

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

     

    GMACM:
      GMAC
      Mortgage Corporation or its successors in interest.

     

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

     

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

     

    GreenPoint:
      GreenPoint Mortgage Funding, Inc. or its successors in interest.

     

    Group
      I Certificates:
      Not
      applicable.

     

    Group
      I LIBOR Certificates:
      Not
      applicable.

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    Group
      I Senior Certificates:
      Not
      applicable.

     

    Group
      I Subordinate Certificates:
      Not
      applicable.

     

    Group
      II Certificates:
      Not
      applicable.

     

    Group
      II Senior Certificates:
      Not
      applicable.

     

    Group
      II Subordinate Certificates:
      Not
      applicable.

     

    Group
      II Subordinate Priority:
      Not
      applicable.

     

    Guaranteed
      Certificate:
      Not
      applicable.

     

    Guaranteed
      Distribution:
      Not
      applicable.

     

    Holder
      or Certificateholder:
      The
      registered owner of any Certificate as recorded on the books of the Certificate
      Registrar except that, solely for the purposes of taking any action or giving
      any consent pursuant to this Agreement, any Certificate registered in the name
      of the Depositor, the Trustee, the Master Servicer, a Servicer or any Affiliate
      thereof shall be deemed not to be outstanding in determining whether the
      requisite percentage necessary to effect any such consent has been obtained,
      except that, in determining whether the Trustee and any NIMS Insurer shall
      be
      protected in relying upon any such consent, only Certificates which a
      Responsible Officer of the Trustee knows to be so owned shall be disregarded.
      The Trustee and any NIMS Insurer may request and conclusively rely on
      certifications by the Depositor, the Master Servicer 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.

     

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

     

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

     

    Initial
      LIBOR Rate:
      5.3850%
      per annum.

     

    Initial
      One-Year MTA Rate:
      Not
      applicable.

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

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

     

    Insurance
      Fee Rate:
      Not
      applicable.

     

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

     

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

     

    Insured
      Amount:
      Not
      applicable.

     

    Insured
      Payment:
      Not
      applicable.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date and any Mortgage Pool, (a) the sum of (1)
      all
      interest collected (other than in connection with Payaheads and Prepayment
      Premiums) or advanced in respect of Scheduled Payments on the related Mortgage
      Loans during the related Collection Period by any Servicer, the Master Servicer,
      or the Trustee (solely acting in its capacity as successor Master Servicer),
      minus (x) the General Servicing Fee with respect to the related Mortgage Loans
      and (y) previously unreimbursed Advances and other amounts due to any Servicer,
      the Master Servicer or the Trustee (solely acting in its capacity as successor
      Master Servicer) to the extent allocable to interest and the allocable portion
      of previously unreimbursed Servicing Advances with respect to the related
      Mortgage Loans, (2) any Compensating Interest Payments with respect to the
      related Mortgage Loans with respect to the related Prepayment Period, (3) the
      portion of any Purchase Price (or PPTL Purchase Price payable with respect
      to a
      First Payment Default Loan), as applicable, or Substitution Amount paid with
      respect the related Mortgage Loans during the related Prepayment Period
      allocable to interest, and (4) all Net Liquidation Proceeds, Insurance Proceeds
      and any other recoveries collected with respect to the related Mortgage Loans
      during the related Prepayment Period (or in the case of Mortgage Loans serviced
      by Aurora, the relevant Collection Period), to the extent allocable to interest,
      as reduced by (b) other costs, expenses or liabilities related to such Mortgage
      Pool and reimbursable to the Trustee, the Master Servicer or any Servicer to
      the
      extent provided in this Agreement and the applicable Servicing Agreement, and
      any Custodian pursuant to the applicable Custodial Agreement and (c) as
      increased by the lesser of (1) the aggregate of all scheduled monthly principal
      payments received with respect to all Mortgage Loans in such Mortgage Pool
      during the related Collection Period, prepayments in full and partial
      prepayments received with respect to all Mortgage Loans in such Mortgage Pool
      during the related Prepayment Period (including principal received in connection
      with the repurchase of a Mortgage Loan from the Trust Fund and all other
      principal received other than scheduled monthly payments) and recoveries
      received during the related Prepayment Period with respect to the Mortgage
      Loans
      in such Mortgage Pool and (2) the aggregate amount of Negative Amortization
      with
      respect to the Mortgage Loans in such Mortgage Pool during the related
      Collection Period.

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

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

     

    Late
      Payment Rate:
      Not
      applicable.

     

    Latest
      Possible Maturity Date:
      The
      Distribution Date occurring in August 2046.

     

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

     

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

     

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

     

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

     

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

     

    LIBOR
      Certificate:
      Any
      Offered Certificate.

     

    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.

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Lower
      Tier Interest:
      Any of
      the REMIC 1 Interests.

     

    M1
      Margin:
      As
      defined in footnote (14) of the Preliminary Statement under the caption “The
      Certificates”.

     

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

     

    M1
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 81.88% and (y) thereafter, 85.50% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

    M2
      Margin:
      As
      defined in footnote (15) of the Preliminary Statement under the caption “The
      Certificates”.

     

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

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    M2
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 87.13% and (y) thereafter, 89.70% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

    M3
      Margin:
      As
      defined in footnote (16) of the Preliminary Statement under the caption “The
      Certificates”.

     

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

     

    M3
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 88.50% and (y) thereafter, 90.80% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

    M4
      Margin:
      As
      defined in footnote (17) of the Preliminary Statement under the caption “The
      Certificates”.

     

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

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    M4
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 90.00% and (y) thereafter, 92.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

    M5
      Margin:
      As
      defined in footnote (18) of the Preliminary Statement under the caption “The
      Certificates”.

     

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

     

    M5
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 91.25% and (y) thereafter, 93.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

    M6
      Margin:
      As
      defined in footnote (19) of the Preliminary Statement under the caption “The
      Certificates”.

     

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

     

    M6
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 92.50% and (y) thereafter, 94.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    M7
      Margin:
      As
      defined in footnote (20) of the Preliminary Statement under the caption “The
      Certificates”.

     

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

     

    M7
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 93.75% and (y) thereafter, 95.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

    M8
      Margin:
      As
      defined in footnote (21) of the Preliminary Statement under the caption “The
      Certificates”.

     

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

     

    M8
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 95.00% and (y) thereafter, 96.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    M9
      Margin:
      As
      defined in footnote (22) of the Preliminary Statement under the caption “The
      Certificates”.

     

    M9
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
      of the Senior Certificates, Class M1 Certificates, Class M2 Certificates, Class
      M3 Certificates, Class M4 Certificates, Class M5 Certificates, Class M6
      Certificates, Class M7 Certificates and Class M8 Certificates, in each case
      after giving effect to distributions on such Distribution Date and after the
      allocation of Deferred Interest, if any, for such Distribution Date, and (ii)
      the Class Principal Amount of the Class M9 Certificates after the allocation
      of
      Deferred Interest, if any, for such Distribution Date and immediately prior
      to
      distributions on such Distribution Date exceeds (y) the M9 Target
      Amount.

     

    M9
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 96.25% and (y) thereafter, 97.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

    M10
      Margin:
      As
      defined in footnote (23) of the Preliminary Statement under the caption “The
      Certificates”.

     

    M10
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
      of the Senior Certificates, Class M1 Certificates, Class M2 Certificates, Class
      M3 Certificates, Class M4 Certificates, Class M5 Certificates, Class M6
      Certificates, Class M7 Certificates, Class M8 Certificates and Class M9
      Certificates, in each case after giving effect to distributions on such
      Distribution Date and after the allocation of Deferred Interest, if any, for
      such Distribution Date, and (ii) the Class Principal Amount of the Class M10
      Certificates after the allocation of Deferred Interest, if any, for such
      Distribution Date and immediately prior to distributions on such Distribution
      Date exceeds (y) the M10 Target Amount.

     

    M10
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 97.50% and (y) thereafter, 98.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

    M11
      Margin:
      As
      defined in footnote (24) of the Preliminary Statement under the caption “The
      Certificates”.

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    M11
      Principal Distribution Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
      of the Senior Certificates, Class M1 Certificates, Class M2 Certificates, Class
      M3 Certificates, Class M4 Certificates, Class M5 Certificates, Class M6
      Certificates, Class M7 Certificates, Class M8 Certificates, Class M9
      Certificates and Class M10 Certificates, in each case after giving effect to
      distributions on such Distribution Date and after the allocation of Deferred
      Interest, if any, for such Distribution Date, and (ii) the Class Principal
      Amount of the Class M11 Certificates after the allocation of Deferred Interest,
      if any, for such Distribution Date and immediately prior to distributions on
      such Distribution Date exceeds (y) the M11 Target Amount.

     

    M11
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (i) (x) for each distribution prior to the Distribution Date in
      August 2012, 98.75% and (y) thereafter, 99.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period immediately prior to such Distribution Date and (b) the
      amount, if any, by which (1) the Aggregate Loan Balance for such Distribution
      Date determined as of the last day of the related Collection Period exceeds
      (2)
      the Overcollateralization Floor.

     

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

     

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

     

    Master
      Servicing Fee Rate:
      0.00%
      per annum.

     

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

     

    Maximum
      Interest Rate:
      Any of
      the Pool 1 Maximum Interest Rate, Pool 2 Maximum Interest Rate, Pool 3 Maximum
      Interest Rate or Subordinate Maximum Interest Rate.

     

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

     

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

     

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

     

    Monthly
      Excess Cashflow:
      With
      respect to any Distribution Date, the sum of (x) the Monthly Excess Interest
      for
      such date, (y) Overcollateralization Release Amount for such date and (z) that
      portion, if any, of the Principal Distribution Amount for such date available
      for distribution pursuant to Section 5.02(c)(i)(A)(4), Section 5.02(c)(i)(B)(4),
      Section 5.02(c)(i)(C)(4) or Section 5.02(c)(ii)(M) hereof.

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    Mortgage
      Loan Sale Agreement:
      The
      mortgage loan sale and assignment agreement dated as of July 1, 2006 for the
      sale of the Mortgage Loans by the Seller to the Depositor.

     

    Mortgage
      Loan Schedule:
      The
      schedule attached hereto as Schedule A, which shall identify each Mortgage
      Loan,
      as such schedule may be amended from time to time to reflect the addition of
      Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
      Such
      schedule shall set forth, among other things, the following information with
      respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii)
      the Mortgagor’s name; (iii) the street address of the Mortgaged Property
      including the city, state and zip code; (iv) the original principal amount
      of
      the Mortgage Loan; (v) the Mortgage Rate at origination; (vi) the monthly
      payment of principal and interest at origination; (vii) the Seller of such
      Mortgage Loan to the Depositor; (viii) the Servicer servicing such Mortgage
      Loan
      and the applicable Servicing Fee; (ix) the applicable prepayment premium, if
      any, and the method of calculation and (x) the Custodian with respect to the
      Mortgage File related to such Mortgage Loan. The Depositor shall be responsible
      for providing the Trustee and the Master Servicer with all amendments to the
      Mortgage Loan Schedule.

     

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

     

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

     

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

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

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

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

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

     

    Negative
      Amortization Certificate:
      Any
      Certificate other than the Class R Certificate.

     

    Net
      Funds Cap:
      Any of
      the Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap, the Pool 3 Net Funds Cap
      or
      the Subordinate Net Funds Cap.

     

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

     

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

     

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

     

    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 a Mortgage Pool for such date
      over (i) any Prepayment Interest Excess with respect to such Mortgage Loans
      for
      such date and (ii) any amounts paid with respect to such shortfalls by the
      Master Servicer.

     

    Net
      Rate:
      With
      respect to any Distribution Date (and the related Accrual Period), a per annum
      rate equal to (a) a fraction, expressed as a percentage, the numerator of which
      is the product of (i) the aggregate Optimal Interest Remittance Amount for
      each
      Mortgage Pool for such Distribution Date and (ii) 12, and the denominator of
      which is the aggregate Pool Balance for each Mortgage Pool as of the first
      day
      of the related Collection Period (not including for this purpose Mortgage Loans
      for which prepayments in full have been received and distributed in the month
      prior to that Distribution Date), multiplied by (b) a fraction, the numerator
      of
      which is 30 and the denominator of which is the actual number of days in the
      Accrual Period related to such Distribution Date.

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    Net
      WAC:
      Not
      applicable.

     

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

     

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

     

    NIMS
      Agreement:
      Not
      applicable.

     

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

     

    Non-Book-Entry
      Certificate:
      Not
      applicable.

     

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

     

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

     

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

     

    Nonpayment:
      Not
      applicable.

     

    Notice:
      Not
      applicable.

     

    Notice
      of Nonpayment.
      Not
      applicable.

     

    Notional
      Amount:
      Not
      applicable.

     

    Notional
      Certificate:
      None.

     

    Offered
      Certificates:
      Collectively, the Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3,
      Class 3-A1A, Class 3-A1B, Class 3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B,
      Class 3-A4, Class 3-A5, Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6, Class M7, Class M8, Class M9, Class M10 and Class M11
      Certificates.

     

    Offering
      Document:
      The
      Prospectus.

     

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

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, reasonably acceptable in form and substance to
      the
      Trustee, and who may be in house or outside counsel to the Depositor, the Master
      Servicer or the Servicer but which must be Independent outside counsel with
      respect to any such opinion of counsel concerning the transfer of any Residual
      Certificate or concerning certain matters with respect to the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or the taxation,
      or the federal income tax status, of each REMIC.

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

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

     

    Original
      Loan-to-Value Ratio:
      Not
      applicable.

     

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

     

    Originator:
      GreenPoint.

     

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

     

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

     

    Overcollateralization
      Floor:
      For any
      Distribution Date after the Stepdown Date, $6,305,717 (0.50% of the Cut-off
      Date
      Balance).

     

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

     

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

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

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

     

    PCAOB:
      The
      Public Company Accounting Oversight Board.

     

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

     

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

     

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

     

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

     

    Plan:
      As
      defined in Section 3.03(d).

     

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

     

    Policy
      Payments Account:
      Not
      applicable.

     

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

     

    Pool
      1
      Maximum Interest Rate:
      For any
      Distribution Date, an annual rate equal to the Pool 1 Net Funds Cap for such
      Distribution Date if the Optimal Interest Remittance Amount was computed by
      reference to the weighted average of the excess of the Maximum Rates for the
      Pool 1 Mortgage Loans over the General Servicing Fee Rate.

     

    Pool
      1
      Mortgage Loan:
      A
      Mortgage in Pool 1 and the related notes or other evidences of indebtedness
      secured by each such Mortgage conveyed, transferred, sold, assigned to or
      deposited with the Trustee pursuant to Section 2.01 or Section 2.05, including
      without limitation, each Pool 1 Mortgage Loan listed on the Mortgage Loan
      Schedule, as amended from time to time.

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

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

     

    Pool
      1
      Senior Certificates:
      The
      Class 1-A1 and Class 1-A2 Certificates.

     

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

     

    Pool
      2
      Maximum Interest Rate:
      For any
      Distribution Date, an annual rate equal to the Pool 2 Net Funds Cap for such
      Distribution Date if the Optimal Interest Remittance Amount was computed by
      reference to the weighted average of the excess of the Maximum Rates for the
      Pool 2 Mortgage Loans over the General Servicing Fee Rate.

     

    Pool
      2
      Mortgage Loan:
      A
      Mortgage in Pool 2 and the related notes or other evidences of indebtedness
      secured by each such Mortgage conveyed, transferred, sold, assigned to or
      deposited with the Trustee pursuant to Section 2.01 or Section 2.05, including
      without limitation, each Pool 2 Mortgage Loan listed on the Mortgage Loan
      Schedule, as amended from time to time.

     

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

     

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

     

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

     

    Pool
      3
      Maximum Interest Rate:
      For any
      Distribution Date, an annual rate equal to the Pool 3 Net Funds Cap for such
      Distribution Date if the Optimal Interest Remittance Amount was computed by
      reference to the weighted average of the excess of the Maximum Rates for the
      Pool 3 Mortgage Loans over the General Servicing Fee Rate.

     

    Pool
      3
      Mortgage Loan:
      A
      Mortgage in Pool 3 and the related notes or other evidences of indebtedness
      secured by each such Mortgage conveyed, transferred, sold, assigned to or
      deposited with the Trustee pursuant to Section 2.01 or Section 2.05, including
      without limitation, each Pool 3 Mortgage Loan listed on the Mortgage Loan
      Schedule, as amended from time to time.

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    Pool
      3
      Net Funds Cap:
      With
      respect to any Distribution Date, an annual rate equal to (a) a fraction,
      expressed as a percentage, the numerator of which is the product of (x) the
      Optimal Interest Remittance Amount for Pool 3 for such Distribution Date and
      (y)
      12, and the denominator of which is the Pool Balance for Pool 3 as of the first
      day of the related Collection Period (not including for this purpose Mortgage
      Loans for which prepayments in full have been received and distributed in the
      month prior to that Distribution Date), multiplied by (b) a fraction, the
      numerator of which is 30 and the denominator of which is the actual number
      of
      days in the Accrual Period related to such Distribution Date.

     

    Pool
      3
      Senior Certificates:
      The
      Class 3-A1A, Class 3-A1B, Class 3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B,
      Class 3-A4 and Class 3-A5 Certificates.

     

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

     

    Pool
      Percentage:
      For any
      Mortgage Pool and any Distribution Date, a fraction, the numerator of which
      is
      the Pool Balance for such Mortgage Pool for such Distribution Date and the
      denominator of which is the Aggregate Loan Balance for such Distribution
      Date.

     

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

     

    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, (i)
      the
      Purchase Price and Terms Letters between GreenPoint and Lehman Brothers Bank,
      FSB, dated February 8, 2006 and (ii) the Purchase Price and Terms Letters
      between GreenPoint and Lehman Brothers Holdings Inc., dated February 21, 2006
      and March 28, 2006.

    


     

    Preference
      Amount:
      Not
      applicable.

     

    Prepayment
      Interest Excess:
      Not
      applicable.

     

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

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Principal
      Allocation Percentage:
      For
      Pool 1 with respect to any Distribution Date, a fraction, expressed as a
      percentage, the numerator of which is the Principal Remittance Amount for Pool
      1
      for such Distribution Date and the denominator of which is the aggregate of
      the
      Principal Remittance Amounts for such date. For Pool 2 with respect to any
      Distribution Date, a fraction, expressed as a percentage, the numerator of
      which
      is the Principal Remittance Amount for Pool 2 for such Distribution Date, and
      the denominator of which is the aggregate of the Principal Remittance Amounts
      for such date. For Pool 3 with respect to any Distribution Date, a fraction,
      expressed as a percentage, the numerator of which is the Principal Remittance
      Amount for Pool 3 for such Distribution Date and the denominator of which is
      the
      aggregate of the Principal Remittance Amounts for such date.

     

    Principal
      Distribution Amount:
      With
      respect to any Distribution Date and for Pool 1, Pool 2 and Pool 3, an amount
      equal to the Principal Remittance Amount for such date for such Mortgage Pool
      minus the Overcollateralization Release Amount attributable to such Mortgage
      Pool, based on the Principal Allocation Percentage for such Pool, if any, for
      such Distribution Date.

     

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

     

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

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    Proceeding:
      Not
      applicable.

     

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

     

    Prospectus:
      The
      prospectus supplement dated July 28, 2006 together with the accompanying
      prospectus dated June 2, 2006, relating to the Offered
      Certificates.

     

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

     

    QIB:
      As
      defined in Section 3.03(c).

     

    QIB-Restricted
      Certificate:
      Any
      Class C Certificate.

     

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

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    Qualified
      Insurer:
      Not
      applicable.

     

    Qualifying
      Substitute Mortgage Loan:
      In the
      case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to
      the
      terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
      (i) has an outstanding Scheduled Principal Balance (or in the case of a
      substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
      aggregate Scheduled Principal Balance), after application of all Scheduled
      Payments due during or prior to the month of substitution, not in excess of,
      and
      not more than 5% less than, the outstanding Scheduled Principal Balance of
      the
      Deleted Mortgage Loan as of the Due Date in the calendar month during which
      the
      substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage Rate
      on
      the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate
      not
      less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if
      applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
      Rate
      of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal to
      or
      greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a
      Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
      Loan, (vii) if applicable, has a next adjustment date not later than the next
      adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
      as
      the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not
      longer than 18 months and not more than 18 months shorter than the remaining
      stated term to maturity of the related Deleted Mortgage Loan, (x) is current
      as
      of the date of substitution, (xi) has a Loan-to-Value Ratio as of the date
      of
      substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
      Mortgage Loan as of such date, (xii) has been underwritten by a Transferor
      in
      accordance with the same underwriting criteria and guidelines as the Deleted
      Mortgage Loan, (xiii) has a risk grading determined by the Seller at least
      equal
      to the risk grading assigned on the Deleted Mortgage Loan, (xiv) is secured
      by
      the same property type as the Deleted Mortgage Loan, (xv) conforms to each
      representation and warranty applicable to the Deleted Mortgage Loan made in
      the
      Mortgage Loan Sale and Assignment Agreement, (xvi) has the same or higher lien
      position as the Deleted Mortgage Loan, (xvii) is covered by a Primary Mortgage
      Insurance Policy if the Deleted Mortgage Loan was so covered and (xviii)
      contains provisions covering the payment of Prepayment Premium by the Mortgagor
      for early prepayment of the Mortgage Loan at least as favorable as the Deleted
      Mortgage Loan. In the event that one or more mortgage loans are substituted
      for
      one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
      shall be determined on the basis of aggregate Scheduled Principal Balances,
      the
      Mortgage Rates described in clause (ii) hereof shall be determined on the basis
      of weighted average Mortgage Rates, the risk gradings described in clause (xiii)
      hereof shall be satisfied as to each such mortgage loan, the terms described
      in
      clause (ix) hereof shall be determined on the basis of weighted average
      remaining term to maturity, the Loan-to-Value Ratios described in clause (xi)
      hereof shall be satisfied as to each such mortgage loan and, except to the
      extent otherwise provided in this sentence, the representations and warranties
      described in clause (xv) hereof must be satisfied as to each Qualified
      Substitute Mortgage Loan or in the aggregate, as the case may be.

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    Regulation
      S:
      Not
      applicable.

     

    Regulation
      S Global Security:
      Not
      applicable.

     

    Reimbursement
      Amounts:
      Not
      applicable.

     

    Related
      Certificate Group:
      For any
      REMIC 1 Interest, the Certificate Group listed opposite
      such
      REMIC 1 Interest in the table entitled “REMIC 1” in the Preliminary Statement
      hereto.

     

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

     

    Related
      Mortgage Pool:
      For any
      REMIC 1 Interest, the Mortgage Pool listed opposite such REMIC 1 Interest in
      the
      table entitled “REMIC 1” in the Preliminary Statement hereto.

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      1:
      As
      described in the Preliminary Statement.

     

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

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    REMIC
      1I Marker Classes:
      Any of
      the REMIC 1 Regular Interests other than the Class LT1-XI Interest, Class LT1-IA
      Interest, Class LT1-IB Interest, Class LT1-IIA Interest, Class LT1-IIB Interest,
      Class LT1-IIIA Interest, Class LT1-IIIB Interest and Class LT1-XII
      Interest.

     

    REMIC
      1II Marker Classes:
      Any of
      the Class LT1-IA Interest, Class LT1-IB Interest, Class LT1-IIA Interest, Class
      LT1-IIB Interest, Class LT1-IIIA Interest and Class LT1-IIIB
      Interest.

     

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

     

    REMIC
      1 Subordinated Balance Ratio:
      As
      of any
      Distribution Date, the ratio among the uncertificated principal balances of
      each
      of the REMIC 1II Marker Classes ending with the designation “A” that is equal to
      the ratio among, with respect to each such REMIC 1II Marker Class, 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
      Classes of Certificates in the Related Certificate Group as set forth in the
      Preliminary Statement under the table entitled “REMIC 1” (after giving effect to
      distributions on such Distribution Date).

     

    REMIC
      2:
      As
      described in the Preliminary Statement.

     

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

     

    REMIC
      2 Regular Interest:
      Any of
      the REMIC 2 Interests other than the Residual Interest. Alternatively, any
      of
      the REMIC regular interests represented by (i) the rights associated with any
      Class of Offered Certificates other than the rights to payments in respect
      of
      Excess Interest and payments from the Capitalized Interest Account and (ii)
      the
      Uncertificated Class X Interest.

     

    REMIC
      Pass-Through Rate:
      For
      any
      Distribution Date, the applicable Net Funds Cap for such Distribution Date
      (as
      adjusted, in the case of any Class of Certificates or REMIC 2 Interest that
      accrues interest on the basis of a 360-day year consisting of twelve 30-day
      months, to reflect accruals on such basis).

     

    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.

     

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

     

    Replacement
      Receipts:
      Not
      applicable.

     

    Replacement
      Receipts Account:
      Not
      applicable.

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Required
      Reserve Fund Amount:
      Not
      applicable.

     

    Residual
      Certificates:
      The
      Class R Certificates.

     

    Residual
      Interest:
      An
      interest in REMIC 2 that is entitled to all distributions on the Class R
      Certificate other than distributions in respect of the Class LT1-R
      Interest.

     

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

     

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

     

    Restricted
      Global Security:
      Not
      Applicable.

     

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

     

    Rules:
      As
      defined in Section 6.20(c).

     

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

     

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

     

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

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Senior
      Certificates:
      The
      Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1A, Class
      3-A1B, Class 3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B, Class 3-A4 and Class
      3-A5 Certificates.

     

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

     

    Senior
      Principal Distribution Amount:
      For any
      Distribution Date (a) prior to the Stepdown Date or if a Trigger Event is in
      effect with respect to such
      Distribution Date, 100% of the Principal Distribution Amounts for such
      Distribution Date and (b) on
      or
      after the Stepdown Date and as long as a Trigger Event is not in effect with
      respect to such Distribution Date, the amount, if any, by which (x) the
      aggregate Class Principal Amount of each class of Senior Certificates after
      the
      allocation of Deferred Interest, if any, for each Distribution Date and
      immediately prior to distributions on such Distribution Date exceeds (y) the
      Senior Target Amount.

     

    Senior
      Priority:
      For
      each Mortgage Pool for any Distribution Date will be equal to the lesser of
      (x)
      the sum of the Class Principal Amounts of the Senior Certificates and (y) the
      product of (a) the Senior Principal Distribution Amount and (b) the Senior
      Proportionate Percentage in each case for such date.

     

    Senior
      Proportionate Percentage:
      For
      Pool 1 with respect to any Distribution Date, a fraction, expressed as a
      percentage, the numerator of which is the aggregate of the current Class
      Principal Amounts of the Class 1-A1 and Class 1-A2 Certificates for such
      Distribution Date and the denominator of which is the aggregate of the current
      Class Principal Amounts for the Senior Certificates for such date. For Pool
      2
      with respect to any Distribution Date, a fraction, expressed as a percentage,
      the numerator of which is the current Class Principal Amounts of the Class
      2-A1,
      Class 2-A2 and Class 2-A3 Certificates for such Distribution Date and the
      denominator of which is the aggregate of the current Class Principal Amounts
      for
      the Senior Certificates for such date. For Pool 3 with respect to any
      Distribution Date, a fraction, expressed as a percentage, the numerator of
      which
      is the current Class Principal Amounts of the Class 3-A1A, Class 3-A1B, Class
      3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B, Class 3-A4 and Class 3-A5
      Certificates for such Distribution Date and the denominator of which is the
      aggregate of the current Class Principal Amounts for the Senior Certificates
      for
      such date.

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    Senior
      Target Amount:
      With
      respect to any Distribution Date an amount equal to the lesser of (a) the
      product of (1) (i) for each distribution prior to the Distribution Date in
      August 2012, 73.13%; and (ii) thereafter, 78.50% and (2) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period and (b) the amount, if any, by which (1) the Aggregate Loan
      Balance for such Distribution Date determined as of the last day of the related
      Collection Period exceeds (2) the Overcollateralization Floor.

     

    Servicer:
      Each
      Servicer that has entered into one of the Servicing Agreements attached as
      Exhibit E hereto, or any successor in interest. Initially, the Servicers are
      GreenPoint and GMACM. As of August 1, 2006 the servicing for certain of the
      Mortgage Loans will transfer to GMACM. As of September 1, 2006 the servicing
      for
      the remainder of the Mortgage Loans will transfer to GMACM. 

     

    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.

     

    Servicer
      Remittance Date:
      The day
      in each calendar month on which the applicable Servicer is required to remit
      payments to the Collection Account, as specified in the related Servicing
      Agreement, which is the 10th day of each calendar month (or, if such 10th day
      is
      not a Business Day, the first preceding or next succeeding Business Day, as
      applicable).

     

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

     

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

     

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

     

    Servicing
      Fee:
      A
      monthly fee paid to the related Servicer by the Master Servicer as 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 Paying Agent and the Trustee, that is
      participating in the servicing function within the meaning of Regulation AB,
      unless such Person’s activities relate only to 5% or less of the Mortgage
      Loans.

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Stepdown
      Date:
      The
      later to occur of (x) the Distribution Date in August 2009 and (y) the first
      Distribution Date on which the Senior Enhancement Percentage (calculated for
      this purpose after giving effect to payments or other recoveries in respect
      of
      the Mortgage Loans during the related Collection Period but before giving effect
      to distributions on any Certificates on such Distribution Date) is greater
      than
      or equal to (i) prior to the Distribution Date in August 2012, 26.87% and (ii)
      on or after the Distribution Date in August 2012, 21.50%.

     

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

     

    Subordinate
      Certificates:
      Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6,
      Class M7, Class M8, Class M9, Class M10 and Class M11 Certificates.

     

    Subordinate
      Maximum Interest Rate:
      For
      each Distribution Date, the weighted average of the
      Pool
      1 Maximum Interest Rate,
      the
      Pool 2 Maximum Interest Rate and the Pool 3 Maximum Interest Rate, weighted
      on
      the basis of the Pool Subordinate Amount for each such Mortgage
      Pool.

     

    Subordinate
      Net Funds Cap:
      For
      each Distribution Date, the weighted average of the Pool 1 Net Funds Cap, the
      Pool 3 Net Funds Cap and the Pool 2 Net Funds Cap weighted on the basis of
      the
      Pool Subordinate Amount for each such Mortgage Pool.

     

    Subordinate
      Priority:
      Distributions to the Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6,
      Class M7, Class M8, Class M9, Class M10 and Class M11 Certificates,
      sequentially, in that order.

     

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

     

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

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Targeted
      Overcollateralization Amount:
      For any
      Distribution Date $6,305,717 (0.50% of the Aggregate Loan Balance as of the
      Cut-off Date).

     

    Tax
      Matters Person:
      Not
      applicable.

     

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

     

    Termination
      Event:
      Not
      applicable.

     

    Termination
      Receipts:
      Not
      applicable.

     

    Termination
      Receipts Account:
      Not
      applicable.

     

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

     

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

     

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

     

    Transferor:
      GreenPoint.

     

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

     

    Trust
      Fund:
      The
      corpus of the Lehman XS Trust, Series 2006-GP4 created pursuant to this
      Agreement (Lehman XS Trust, Series 2006-GP4) consisting of the Mortgage Loans,
      the assignment of the Depositor’s rights under the Transfer Agreements, the
      Mortgage Loan Sale Agreement and the Servicing Agreements, such amounts as
      shall
      from time to time be held in the Basis Risk Reserve Fund, the Capitalized
      Interest Account, Collection Account, Certificate Account, any Custodial Account
      and any Escrow Account, the Insurance Policies, any REO Property and the other
      items referred to in, and conveyed to the Trustee under, Section
      2.01(a).

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Uncertificated
      Class X Interest:
      An
      uncertificated regular interest in REMIC 2 with an initial principal balance
      equal to the excess of (i) the Cut-off Date Balance over (ii) the aggregate
      initial principal amounts of the Offered Certificates and
      bearing interest on a each Distribution Date in an amount equal to the Class
      X
      Current Interest for such Distribution Date; provided, however, that such
      interest shall have no obligation or right to make or receive any payments
      treated as paid or received by the Class X Certificates pursuant to interest
      rate cap agreements or notional principal contracts under Section 10.01 and
      shall have no rights to receive payments in respect of Class X Shortfall Amounts
      from the Master Servicer as described in Section 10.01.

     

    Underwriter:
      Lehman
      Brothers Inc.

     

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

     

    Unpaid
      Basis Risk Shortfall:
      With
      respect to any Distribution Date and any Class of Offered Certificates, the
      aggregate of all Basis Risk Shortfalls with respect to such Class remaining
      unpaid from previous Distribution Dates, plus interest accrued thereon at the
      applicable Certificate Interest Rate (calculated without giving effect to the
      applicable Net Funds Cap but limited to a rate no greater than the Maximum
      Interest Rate of the Mortgage Pool to which such Class relates).

     

    Upper
      Tier REMIC:
      Not
      applicable.

     

    Voting
      Interests:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions of this Agreement. At all
      times during the term of this Agreement, 97% of all Voting Interests shall
      be
      allocated to the Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3,
      Class 3-A1A, Class 3-A1B, Class 3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B,
      Class 3-A4, Class 3-A5, Class M1, Class M2, Class M3, Class M4, Class M5, Class
      M6, Class M7, Class M8, Class M9, Class M10 and Class M11 Certificates and
      1% of
      all Voting Interests shall be allocated to each Class of the Class R
      Certificates, the Class P Certificates and the Class X Certificates. Voting
      Interests shall be allocated among such Classes of Certificates (other than
      the
      Class P, Class X and Class R Certificates) in proportion to their Class
      Principal Amounts or Class Notional Amounts and among the Certificates of each
      Class in proportion to their Percentage Interests. The Class C Certificates
      will
      not have any Voting Interests.

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    Section
      1.02.           Calculations
      Respecting Mortgage Loans.

     

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

     

    Section
      1.03.           Calculations
      Respecting Accrued Interest

     

    Accrued
      interest, if any, on any Offered Certificate shall be calculated based upon
      a
      360-day year and the actual number of days elapsed in each Accrual
      Period.

     

    Section
      1.04.           Rights
      of the NIMS Insurer

     

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

     

    ARTICLE
      II.


     

    DECLARATION
      OF TRUST;

    ISSUANCE
      OF CERTIFICATES

     

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

     

    (a)           Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      transfer, assign, set over, deposit with and otherwise convey to the Trustee,
      without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust,
      all
      the right, title and interest of the Depositor in and to the Mortgage Loans.
      Such conveyance includes, without limitation, the right to all payments of
      principal and interest received on or with respect to the Mortgage Loans on
      and
      after the Cut-off Date (other than payments of principal and interest due on
      or
      before such date), and all such payments due after such date but received prior
      to such date and intended by the related Mortgagors to be applied after such
      date together with all of the Depositor’s right, title and interest in and to
      the Collection Account, the Certificate Account and all amounts from time to
      time credited to and the proceeds of the Certificate Account, any Custodial
      Accounts, any Escrow Account established pursuant to Section 9.06, the Basis
      Risk Reserve Fund established pursuant to Section 5.06 and all amounts from
      time
      to time credited to and the proceeds of each such account, the Class X Account
      established pursuant to Section 5.12 and all amounts from time to time credited
      to and the proceeds of each such account, any REO Property and the proceeds
      thereof, the Depositor’s rights under any Insurance Policies related to the
      Mortgage Loans, the Depositor’s security interest in any collateral pledged to
      secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds
      of the foregoing, to have and to hold, in trust; and the Trustee declares that,
      subject to the review provided for in Section 2.02, it has received and shall
      hold the Trust Fund, as trustee, in trust, for the benefit and use of the
      Holders of the Certificates and for the purposes and subject to the terms and
      conditions set forth in this Agreement, and, concurrently with such receipt,
      has
      caused to be executed, authenticated and delivered to or upon the order of
      the
      Depositor, in exchange for the Trust Fund, Certificates in the authorized
      denominations evidencing the entire ownership of the Trust Fund.

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    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 Sellers under the Servicing
      Agreements and each related Transfer Agreement (including the right to enforce
      the Transferor’s obligation pursuant to the PPTLS) but, in each case, only to
      the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby
      accepts such assignment and delegation, and shall be entitled to exercise all
      the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for
      such purpose, it were the Depositor. The foregoing sale, transfer, assignment,
      set-over, deposit, delegation and conveyance does not and is not intended to
      result in the creation or assumption by the Trustee of any obligation of the
      Depositor, the Sellers or any other Person in connection with the Mortgage
      Loans
      or any other agreement or instrument relating thereto except as specifically
      set
      forth herein.

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    (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, an original Assignment of Mortgage,
      in
      form and substance acceptable for recording. The related Mortgage shall be
      assigned either (A) in blank, without recourse or (B) to “U.S. Bank National
      Association, as Trustee of the Lehman XS Trust Mortgage Pass-Through
      Certificates, Series 2006-GP4,” without recourse;

     

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

     

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

     

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

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Section
      2.03.           Representations
      and Warranties of the Depositor.

     

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

     

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

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     

    (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 and the Master Servicer
      constitutes a valid and binding obligation of the Depositor enforceable against
      it in accordance with its terms except as such enforceability may be subject
      to
      (A) applicable bankruptcy and insolvency laws and other similar laws affecting
      the enforcement of the rights of creditors generally and (B) general principles
      of equity regardless of whether such enforcement is considered in a proceeding
      in equity or at law;

     

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

     

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

    
      
        
        

      

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

     

    Section
      2.04.           Discovery
      of Breach.

     

    It
      is
      understood and agreed that the representations and warranties (i) set forth
      in
      Section 2.03, (ii) of the Seller set forth in the Mortgage Loan Sale Agreement
      and assigned to the Depositor by the Seller under the Mortgage Loan Sale
      Agreement and to the Trustee by the Depositor hereunder and (iii) of the
      Transferor and of the Servicer assigned by the Seller to the Depositor pursuant
      to the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
      hereunder, shall each survive delivery of the Mortgage Files and the Assignment
      of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout
      the term of this Agreement. Upon discovery by any of the Depositor, any NIMS
      Insurer, the Master Servicer or the Trustee of a breach of any of such
      representations and warranties that materially and adversely affects the value
      of the related Mortgage Loan, the party discovering such breach shall give
      prompt written notice to the other parties. Within 90 days of the discovery
      of a
      breach of any representation or warranty given to the Trustee by the Depositor
      or given by a Transferor or the Seller and assigned to the Trustee, the
      Depositor, such Transferor or the Seller, as applicable, shall either (a) cure
      such breach in all material respects, (b) repurchase such Mortgage Loan or
      any
      property acquired in respect thereof from the Trustee at the Purchase Price
      (or,
      with respect to Mortgage Loans as to which there is a breach of a representation
      or warranty set forth in Section 1.04(b)(v) of the Mortgage Loan Sale Agreement,
      at the purchase price therefor paid by the Seller under the Mortgage Loan Sale
      Agreement) or (c) within the two-year period following the Closing Date,
      substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage
      Loan.
      In the event of discovery of a breach of any representation and warranty of
      a
      Transferor assigned to the Trustee, the Trustee shall enforce its rights under
      the applicable Transfer Agreement and the Mortgage Loan Sale Agreement for
      the
      benefit of Certificateholders. As provided in the Mortgage Loan Sale Agreements,
      if a Transferor substitutes a mortgage loan for a Deleted Mortgage Loan pursuant
      to the Transfer Agreement and such substitute mortgage loan is not a Qualifying
      Substitute Mortgage Loan, then pursuant to the terms of the Mortgage Loan Sale
      Agreement the Seller will, in exchange for such substitute mortgage loan, (i)
      pay to the Trust Fund the applicable Purchase Price for the affected Mortgage
      Loan or (ii) within two years of the Closing Date, substitute a Qualifying
      Substitute Mortgage Loan.

    
      
        
        

      

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

     

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

     

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

    
      
        
        

      

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

     

    Section
      2.06.           Grant
      Clause.

     

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

     

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

    
      
        
        

      

      
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    ARTICLE
      III.

     

    THE
      CERTIFICATES

     

    Section
      3.01.           The
      Certificates.

     

    (a)           The
      Certificates shall be issuable in registered form only and shall be securities
      governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
      Certificates will be evidenced by one or more certificates, beneficial ownership
      of which will be held in the dollar denominations in Certificate Principal
      Amount (or Notional Amount), or in the Percentage Interests, specified herein.
      Each Class of Offered Certificates will be issued 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 Class C, Class P and Class X Certificates shall be maintained in definitive,
      fully registered form in a minimum denomination equal to 10% of the Percentage
      Interest of the Class. The Class R Certificate shall be issued as a single
      Certificate and maintained in definitive, fully registered form in a minimum
      denomination equal to 100% of the Percentage Interest of such Class. The
      Certificates may be issued in the form of typewritten certificates.

     

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

    
      
        
        

      

      
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    Section
      3.02.           Registration.

     

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

     

    Section
      3.03.           Transfer
      and Exchange of Certificates.

     

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

     

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

    
      
        
        

      

      
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    (c)           By
      acceptance of a Restricted Certificate or QIB-Restricted Certificate, 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.

     

    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 an affiliate (as defined
      in
      Rule 405 under the Securities Act of 1933, as amended (the “Act”)) of the
      Depositor or (y) being made to a “qualified institutional buyer” (a “QIB”) as
      defined in Rule 144A under the Act by a transferor that has provided the Trustee
      with a certificate in the form of Exhibit F hereto; and

     

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

     

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

     

    Except
      in
      the case of Definitive Certificates, the representations set forth in the
      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 Class R Certificate (or the acceptance by a
      Certificate Owner of the beneficial interest in any Class of ERISA Restricted
      Certificate or Class R 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 Class R Certificates or any liability for transfers of such
      Certificates in violation of the transfer restrictions.

    
      
        
        

      

      
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    Notwithstanding
      any other provision herein to the contrary, any purported transfer of an ERISA
      Restricted Certificate or Class R Certificate to or on behalf of a Plan without
      the delivery to the Trustee, the Certificate Registrar and the Depositor of
      a
      representation or an Opinion of Counsel satisfactory to the Trustee, the
      Certificate Registrar and the Depositor as described above shall be void and
      of
      no effect and the next preceding permitted beneficial owner will be treated
      as
      the beneficial owner of that Certificate, retroactive to the date of transfer
      to
      the purported beneficial owner. The Trustee, the Certificate Registrar and
      the
      Depositor shall not have any liability to any Person for any registration or
      transfer of any ERISA Restricted Certificate or Class R 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 Class R 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 or Class R Certificate at and after the time
      it commenced such holding. Any such payments so recovered shall be paid and
      delivered to the last preceding Holder of such Certificate that is not a
      Plan.

     

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

     

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

    
      
        
        

      

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

     

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

     

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

    
      
        
        

      

      
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    Section
      3.04.           Cancellation
      of Certificates.

     

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

     

    Section
      3.05.           Replacement
      of Certificates.

     

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

     

    Section
      3.06.           Persons
      Deemed Owners.

     

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

     

    Section
      3.07.           Temporary
      Certificates.

     

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

    
      
        
        

      

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

     

    Section
      3.08.           Appointment
      of Paying Agent.

     

    The
      Trustee may appoint a Paying Agent (which may be the Trustee), acceptable to
      the
      NIMS Insurer, for the purpose of making distributions to Certificateholders
      hereunder. The Trustee shall cause such Paying Agent to execute and deliver
      to
      the Trustee an instrument in which such Paying Agent shall agree with the
      Trustee that such Paying Agent will hold all sums held by it for the payment
      to
      Certificateholders in an Eligible Account in trust for the benefit of the
      Certificateholders entitled thereto until such sums shall be paid to the
      Certificateholders. All funds remitted by the Trustee to any such Paying Agent
      for the purpose of making distributions shall be paid to Certificateholders
      on
      each Distribution Date and any amounts not so paid shall be returned on such
      Distribution Date to the Trustee. If the Paying Agent is not the Trustee, the
      Trustee shall cause to be remitted to the Paying Agent on or before the Business
      Day prior to each Distribution Date, by wire transfer in immediately available
      funds, the funds to be distributed on such Distribution Date.

     

    Any
      Paying Agent shall be either a bank or trust company or otherwise authorized
      under law to exercise corporate trust powers. A Paying Agent shall comply with
      its reporting obligations under Regulation AB with respect to the Trust Fund
      in
      form and substance similar to those of the Trustee pursuant to Section 6.21,
      and
      the related assessment of compliance shall cover, at a minimum, the matters
      indicated as obligations with respect to the Paying Agent on Exhibit R attached
      hereto. In addition, the Paying Agent (other than the Trustee) shall notify
      the
      Sponsor, the Master Servicer and the Depositor within five (5) calendar days
      of
      knowledge thereof (i) of any legal proceedings pending against the Paying Agent
      of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any
      merger, consolidation or sale of substantially all of the assets of the Paying
      Agent and (iii) if the Paying Agent shall become (but only to the extent not
      previously disclosed) at any time an Affiliate of any of the parties listed
      on
      Exhibit S hereto or any of their Affiliates.

     

    Section
      3.09.           Book
      Entry Certificates.

     

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

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
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    ARTICLE
      IV.


     

    ADMINISTRATION
      OF THE TRUST FUND

     

    Section
      4.01.           Collection
      Account.

     

    (a)           On
      the Closing Date, the Master Servicer shall open and shall thereafter maintain
      a
      segregated account held in trust (the “Collection Account”), entitled
“Collection Account, Aurora Loan Services LLC, as Master Servicer, in trust
      for
      the benefit of the Holders of Lehman XS Trust Mortgage Pass-Through
      Certificates, Series 2006-GP4” or its nominee. The Collection Account shall
      relate solely to the Certificates issued by the Trust Fund hereunder, and funds
      in such Collection Account shall not be commingled with any other
      monies.

     

    (b)           The
      Collection Account shall be an Eligible Account. If an existing Collection
      Account ceases to be an Eligible Account, the Master Servicer shall establish
      a
      new Collection Account that is an Eligible Account within 15 days and transfer
      all funds and investment property on deposit in such existing Collection Account
      into such new Collection Account.

     

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

     

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

     

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

     

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

    
      
        
        

      

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

     

    (iv)           all
      Insurance Proceeds;

     

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

     

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

     

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

     

    (e)           Funds
      in the Collection Account may be invested in Eligible Investments selected
      by
      and at the written direction of the Master Servicer, which shall mature not
      later than one Business Day prior to the Deposit Date (except that if such
      Eligible Investment is an obligation of the Trustee, then such Eligible
      Investment shall mature not later than such applicable Deposit Date) and any
      such Eligible Investment shall not be sold or disposed of prior to its maturity.
      All such Eligible Investments shall be made in the name of the Master Servicer
      in trust for the benefit of the Trustee and the Holders of Lehman XS Trust
      Mortgage Pass-Through Certificates, Series 2006-GP4. All income and gain
      realized from any Eligible Investment shall be for the benefit of the Master
      Servicer and shall be subject to its withdrawal or order from time to time
      and
      shall not be part of the Trust Fund. The amount of any losses incurred in
      respect of any such investments shall be deposited in such Collection Account
      by
      the Master Servicer out of its own funds, without any right of reimbursement
      therefor, immediately as realized. The foregoing requirements for deposit in
      the
      Collection Account are exclusive, it being understood and agreed that, without
      limiting the generality of the foregoing, payments of interest on funds in
      the
      Collection Account and payments in the nature of late payment charges,
      assumption fees, prepayment penalties with respect to mortgages for which the
      Seller does not own the servicing rights, and other incidental fees and charges
      relating to the Mortgage Loans (other than Prepayment Premiums) need not be
      deposited by the Master Servicer in the Collection Account and may be retained
      by the Master Servicer or the applicable Servicer as additional servicing
      compensation. If the Master Servicer deposits in the Collection Account any
      amount not required to be deposited therein, it may at any time withdraw such
      amount from such Collection Account.

    
      
        
        

      

      
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    Section
      4.02.           Application
      of Funds in the Collection Account.

     

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

     

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

     

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

     

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

     

    (iv)           [Reserved];

     

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

     

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

    
      
        
        

      

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

     

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

     

    (ix)           to
      make payment to itself, the Trustee and others pursuant to any other 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 the Collection Account pursuant to Section
      7.02;

     

    (xii)           to
      reimburse the Trustee and a successor Master Servicer (solely in its capacity
      as
      successor Master Servicer), for any fee or advance occasioned by a termination
      of the Master Servicer, and the assumption of such duties by the Trustee or
      a
      successor Master Servicer appointed by the Trustee pursuant to Section 6.14,
      in
      each case to the extent not reimbursed by the terminated Master Servicer, it
      being understood, in the case of any such reimbursement or payment, that the
      right of the Master Servicer or the Trustee 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.

     

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

     

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

     

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

    
      
        
        

      

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

     

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

     

    Section
      4.03.           Reports
      to Certificateholders.

     

    (a)           On
      each Distribution Date, the Trustee shall prepare (based solely on information
      provided by the Master Servicer) and shall make available to the
      Certificateholders and any NIMS Insurer a written report setting forth the
      following information by Mortgage Pool (on the basis of Mortgage Loan level
      information obtained from the applicable Servicer).

     

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

     

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

     

    (iv)           by
      Mortgage Pool and in (A) the aggregate amount of any Advances required to be
      made as of the end of the month immediately preceding the month in which such
      Distribution Date occurs by or on behalf of any Servicer (or, if applicable,
      the
      Trustee, solely in its capacity as 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;

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (ix)           by
      Mortgage Pool and in the aggregate, the number and aggregate Scheduled Principal
      Balance of Mortgage Loans, as reported to the Trustee by the Master Servicer,
      (a) remaining outstanding (b) delinquent one month, (c) delinquent two months,
      (d) delinquent three or more months, (e) as to which foreclosure proceedings
      have been commenced as of the close of business on the last Business Day of
      the
      calendar month immediately preceding the month in which such Distribution Date
      occurs, (f) in bankruptcy and (g) that are REO Properties;

     

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

     

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

     

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

     

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

     

    (xiv)           the
      Interest Remittance Amount, the Principal Remittance Amount, the Principal
      Distribution Amount, the Overcollateralization Release Amount applicable to
      such
      Distribution Date;

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (xviii)           the
      level of LIBOR and the Certificate Interest Rate of each of the Offered
      Certificates; and

     

    (xix)           the
      amount of any payments made to each Class of Certificates that are treated
      as
      payments received in respect of a REMIC 2 Regular Interest and the amount of
      any
      payments to each Class of Certificates that are not treated as payments received
      in respect of a REMIC 2 Regular Interest.

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    

     

    Section
      4.04.           Certificate
      Account.

     

    (a)           The
      Trustee shall establish and maintain in its name, as trustee, a trust account
      (the “Certificate Account”) entitled “Certificate Account, U.S. Bank National
      Association, as Trustee, in trust for the benefit of the Holders of Lehman
      XS
      Trust Mortgage Pass-Through Certificates, Series 2006-GP4” until disbursed
      pursuant to the terms of this Agreement. The Certificate Account shall be an
      Eligible Account and shall be for the benefit of the Certificateholders. If
      the
      existing Certificate Account ceases to be an Eligible Account, the Trustee
      shall
      establish a new Certificate Account that is an Eligible Account within 20
      Business Days and transfer all funds and investment property on deposit in
      such
      existing Certificate Account into such new Certificate Account. The Certificate
      Account shall relate solely to the Certificates issued hereunder and funds
      in
      the Certificate Account shall be held separate and apart from and shall not
      be
      commingled with any other monies including, without limitation, other monies
      of
      the Trustee held under this Agreement. The Trustee shall give to the Depositor,
      Master Servicer and any NIMS Insurer prior written notice of the name and
      address of the depository institution at which the Certificate Account is
      maintained and the account number of such Certificate Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    ARTICLE
      V.

     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    Section
      5.01.           Distributions
      Generally.

     

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

     

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

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

     

    (c)           The
      Trustee shall make payments to Certificateholders and any other person pursuant
      to this Article V based solely on the information set forth in the monthly
      report furnished by the Trustee in accordance with Section 4.03(a), and shall
      be
      entitled to conclusively rely on such information and reports, and on the
      calculations contained therein, when making distributions to Certificateholders.
      The Trustee shall have no liability for any errors in such reports or
      information, and shall not be required to verify, recompute, reconcile or
      recalculate any such information or data.

     

    Section
      5.02.           Distributions
      from the Certificate Account.

     

    (a)           On
      each Distribution Date, the Trustee (or the Paying Agent on behalf of the
      Trustee) shall withdraw from the Certificate Account the Total Distribution
      Amount (excluding all Prepayment Premiums) and shall allocate such amount to
      the
      interests issued in respect of each REMIC and shall distribute such amount
      as
      specified in this Section concurrently, as follows:

     

    (i)           On
      each Distribution Date, the Trustee shall distribute the Interest Remittance
      Amount for Pool 1 for such date as follows:

     

    (A)           concurrently
      to each class of 1-A1 and Class 1-A2 Certificates, Current Interest and any
      Carryforward Interest for such classes for such Distribution Date; provided,
      however, that if funds available are insufficient to pay such amounts, any
      resulting shortfalls will be allocated pro rata on the basis of Current Interest
      and Carryforward Interest due such classes on such Distribution Date; provided,
      further, however, any interest shortfall resulting from Deferred Interest on
      the
      Mortgage Loans will be allocated to the Offered
      Certificates, pro
      rata,
      according to the Certificate Principal Amount of each such class of Offered
      Certificates, in reduction of the amount of interest otherwise distributable
      to
      such class of Offered Certificates; provided, further, however, that to the
      extent the amount of Net Negative Amortization otherwise allocable to the
      Offered Certificates exceeds the amount of Accrued Certificate Interest (as
      reduced by each such class’s share of any Net Prepayment Interest Shortfalls for
      such Distribution Date) accrued on such classes of Offered Certificates, then
      such excess Net Negative Amortization shall be allocated to the Class X
      Certificates to the extent payments would otherwise be made to the Class X
      Certificates, and then, if necessary, among the Offered Certificates in
      proportion to, and up to, the amount of any remaining interest otherwise
      distributable on such Offered Certificates;

     

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

     

    (ii)           On
      each Distribution Date the Trustee shall distribute the Interest Remittance
      Amount for Pool 2 for such date as follows:

    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    

     

    (A)           concurrently,
      to each class of Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, Current
      Interest and any Carryforward Interest for such classes for such Distribution
      Date; provided, however, that if funds available are insufficient to pay such
      amounts, any resulting shortfalls will be allocated pro rata on the basis of
      Current Interest and Carryforward Interest due such classes on such Distribution
      Date; provided, further, however, any interest shortfall resulting from Deferred
      Interest on the Mortgage Loans will be allocated to the Offered Certificates,
      pro rata, according the Certificate Principal Amount of each such class of
      Offered Certificates, in reduction of the amount of interest otherwise
      distributable to such classes of Offered Certificates; provided, further,
      however, that to the extent the amount of Net Negative Amortization otherwise
      allocable to the Offered Certificates exceeds the amount of Accrued Certificate
      Interest (as reduced by each such class’s share of any Net Prepayment Interest
      Shortfalls for such Distribution Date) accrued on such classes of Offered
      Certificates, then such excess Net Negative Amortization shall be allocated
      to
      the Class X Certificates to the extent payments would otherwise be made to
      the
      Class X Certificates, and then, if necessary, among the Offered Certificates
      in
      proportion to, and up to, the amount of any remaining interest otherwise
      distributable on such Offered Certificates;

     

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

     

    (iii)           On
      each Distribution Date the Trustee shall distribute the Interest Remittance
      Amount for Pool 3 for such date as follows:

     

    (A)           concurrently
      to each class of Class 3-A1A, Class 3-A1B, Class 3-A2A, Class 3-A2B, Class
      3-A3A, Class 3-A3B, Class 3-A4 and Class 3-A5 Certificates, Current Interest
      and
      any Carryforward Interest for such classes for such Distribution Date; provided,
      however, that if funds available are insufficient to pay such amounts, any
      resulting shortfalls will be allocated pro rata on the basis of Current Interest
      and Carryforward Interest due such classes on such Distribution Date; provided,
      further, however, any interest shortfall resulting from Deferred Interest on
      the
      Mortgage Loans will be allocated to the Offered Certificates, pro
      rata,
      according to the Certificate Principal Amount of each such class of Offered
      Certificates, in reduction of the amount of interest otherwise distributable
      to
      such class of Offered Certificates; provided, further, however, that to the
      extent the amount of Net Negative Amortization otherwise allocable to the
      Offered Certificates exceeds the amount of Accrued Certificate Interest (as
      reduced by each such class’s share of any Net Prepayment Interest Shortfalls for
      such Distribution Date) accrued on such classes of Offered Certificates, then
      such excess Net Negative Amortization shall be allocated to the Class X
      Certificates to the extent payments would otherwise be made to the Class X
      Certificates, and then, if necessary, among the Offered Certificates in
      proportion to, and up to, the amount of any remaining interest otherwise
      distributable on such Offered Certificates;

     

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

    
      
        
        

      

      
        -85-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (ii)           to
      each class of Subordinate Certificates, in accordance with the Subordinate
      Priority, Current Interest and any Carryforward Interest for such classes for
      such Distribution Date; provided, however, any interest shortfall resulting
      from
      Deferred Interest on the Mortgage Loans will be allocated to the Offered
      Certificates, pro rata, according the Certificate Principal Amount of each
      such
      Offered Certificate, in reduction of the amount of interest otherwise
      distributable to such classes of Offered Certificates; provided, further,
      however, that to the extent the amount of Net Negative Amortization otherwise
      allocable to the Offered Certificates exceeds the amount of Accrued Certificate
      Interest (as reduced by each such class’s share of any Net Prepayment Interest
      Shortfalls for such Distribution Date) accrued on such Offered Certificates,
      then such excess Net Negative Amortization shall be allocated to the Class
      X
      Certificates to the extent payments would otherwise be made to the Class X
      Certificates, and then, if necessary, among the Offered Certificates in
      proportion to, and up to, the amount of any remaining interest otherwise
      distributable on such Offered Certificates;

     

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

     

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

     

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

     

    (i)           On
      each Distribution Date (a) prior to the Stepdown Date or (b) with respect to
      which a Trigger Event is in effect, until the aggregate Certificate Principal
      Amount of the Offered Certificates equals the Target Amount for such
      Distribution Date, the Trustee shall distribute the Principal Distribution
      Amount concurrently, as follows:

     

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

     

    (1)           pro
      rata, to the Class 1-A1 and Class 1-A2 Certificates, until the Class Principal
      Amount of each such class has been reduced to zero; provided, however, for
      any
      Distribution Date (i) on or after the Stepdown Date and (ii) for which a Trigger
      Event is in effect, principal will be allocated sequentially to the Class 1-A1
      and Class 1-A2 Certificates, in that order, until the Class Principal Amount
      of
      each such class has been reduced to zero;

    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    

     

    (2)           concurrently
      as follows: (x) pro rata, to the Class 2-A1, Class 2-A2 and Class 2-A3
      Certificates, after giving effect to distribution in clause (i)(B)(1) below,
      in
      accordance with the Senior Priority and (y) concurrently (i.e.,
      pro rata, on the basis of the applicable aggregate Certificate Principal
      Amounts) as
      follows: (1) sequentially as follows: (i) first, pro rata, to the Class 3-A1A
      and Class 3-A1B Certificates; (ii) second, pro rata, to the Class 3-A2A and
      Class 3-A2B Certificates; (iii) third, pro rata, to the Class 3-A3A and Class
      3-A3B Certificates; and (iv) fourth, to the Class 3-A4 Certificates, in each
      case until the Class Principal Amount of such class has been reduced to zero
      and
      (2) to the Class 3-A5 Certificates, until the Class Principal Amount of such
      class has been reduced to zero, after giving effect to distribution in clause
      (i)(C)(1) below, in accordance with the Senior Priority, until the Class
      Principal Amount of each such class has been reduced to zero;

     

    (3)           to
      the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
      M8, Class M9, Class M10 and Class M11 Certificates, sequentially, in that order,
      until the Class Principal Amount of each such class has been reduced to zero;
      and

     

    (4)           for
      application as part of Section 5.02(d), any Principal Distribution Amount for
      Pool 1 remaining after application pursuant to clauses (1) through (3) of this
      Section 5.02(c)(i)(A).

     

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

     

    (1)           pro
      rata, to the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, until the
      Class
      Principal Amount of each such class has been reduced to zero; provided, however,
      for any Distribution Date (i) on or after the Stepdown Date and (ii) for which
      a
      Trigger Event is in effect, principal will be allocated sequentially to the
      Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, in that order, until the
      Class Principal Amount of each such class has been reduced to zero;

     

    (2)           concurrently
      (i.e., pro rata, on the basis of the applicable aggregate Certificate Principal
      Amounts) as follows: (x) pro rata, to the Class 1-A1 and Class 1-A2
      Certificates, after giving effect to distribution in clause (i)(A)(1) above,
      until the Class Principal Amount of each such class has been reduced to zero
      in
      accordance with the Senior Priority; provided, however, for any Distribution
      Date (i) on or after the Stepdown Date and (ii) for which a Trigger Event is
      in
      effect, principal will be allocated sequentially to the Class 1-A1 and Class
      1-A2 Certificates, in that order, until the Class Principal Amount of each
      such
      class has been reduced to zero in accordance with the Senior Priority and (y)
      concurrently (i.e., pro rata, on the basis of the applicable aggregate
      Certificate Principal Amounts) as follows: (1) sequentially as follows: (i)
      first, pro rata, to the Class 3-A1A and Class 3-A1B Certificates; (ii) second,
      pro rata, to the Class 3-A2A and Class 3-A2B Certificates; (iii) third, pro
      rata, to the Class 3-A3A and Class 3-A3B Certificates; and (iv) fourth, to
      the
      Class 3-A4 Certificates, in each case until the Class Principal Amount of such
      class has been reduced to zero and (2) to the Class 3-A5 Certificates, until
      the
      Class Principal Amount of such class has been reduced to zero, after giving
      effect to distribution in clause (i)(C)(1) below, in accordance with the Senior
      Priority;

    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    

     

    (3)           to
      the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
      M8, Class M9, Class M10 and Class M11 Certificates, sequentially, in that order,
      until the Class Principal Amount of each such class has been reduced to zero;
      and

     

    (4)           for
      application as part of Section 5.02(d), any Principal Distribution Amount for
      Pool 2 remaining after application pursuant to clauses (1) through (3) of this
      Section 5.02(c)(i)(B).

     

    (C)           For
      Pool 3: The Principal Distribution Amount for Pool 3 will be distributed on
      each
      Distribution Date as follows:

     

    (1)           concurrently
      (i.e., pro rata, on the basis of the applicable aggregate Certificate Principal
      Amounts) as follows: (1) sequentially as follows: (i) first, pro rata, to the
      Class 3-A1A and Class 3-A1B Certificates; (ii) second, pro rata, to the Class
      3-A2A and Class 3-A2B Certificates; (iii) third, pro rata, to the Class 3-A3A
      and Class 3-A3B Certificates; and (iv) fourth, to the Class 3-A4 Certificates,
      in each case until the Class Principal Amount of such class has been reduced
      to
      zero; and (2) to the Class 3-A5 Certificates, until the Class Principal Amount
      of such class has been reduced to zero;

     

    (2)           concurrently
      as follows: (1) pro rata, to the Class 1-A1 and Class 1-A2 Certificates, after
      giving effect to distribution in clause (i)(A)(1) above, until the Class
      Principal Amount of each such class has been reduced to zero, in accordance
      with
      the Senior Priority; provided, however, for any Distribution Date (i) on or
      after the Stepdown Date and (ii) for which a Trigger Event is in effect,
      principal will be allocated sequentially to the Class 1-A1 and Class 1-A2
      Certificates, in that order, until the Class Principal Amount of each such
      class
      has been reduced to zero in accordance with the Senior Priority, and (2) pro
      rata, to the Class 2-A1, Class 2-A2 and Class 2-A3 Class Certificates, after
      giving effect to distribution in clause (i)(B)(1) above, until the Class
      Principal Amount of each such class has been reduced to zero in accordance
      with
      the Senior Priority;

    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

     

    (3)           to
      the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
      M8, Class M9, Class M10 and Class M11 Certificates, sequentially, in that order,
      until the Class Principal Amount of each such class has been reduced to zero;
      and

     

    (4)           for
      application as part of Section 5.02(d), any Principal Distribution Amount for
      Pool 3 remaining after application pursuant to clauses (1) through (3) of this
      Section 5.02(c)(i)(C).

     

    (ii)           On
      each Distribution Date (a) on or after the Stepdown Date and (b) with respect
      to
      which a Trigger Event is not in effect, the Principal Distribution Amount for
      such date will be distributed, concurrently, as follows:

     

    (A)           (a)
      so long as any of the Subordinate Certificates are outstanding, to the Class
      1-A1 and Class 1-A2 Certificates (from amounts in Pool 1, except as provided
      below), to the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates (from amounts
      in Pool 2, except as provided below) and to the Class 3-A1A, Class 3-A1B, Class
      3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B, Class 3-A4 and Class 3-A5
      Certificates (from amounts in Pool 3, except as provided below), in each case
      in
      accordance with clause (i), concurrently by Principal Allocation Percentage,
      in
      an amount equal to the lesser of (x) the Principal Distribution Amount for
      the
      related Mortgage Pool for such Distribution Date and (y) the Senior Principal
      Distribution Amount for the related Mortgage Pool (allocated by Principal
      Allocation Percentage) for such Distribution Date until the Class Principal
      Amount of each such class has been reduced to zero; or (b) otherwise to the
      Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1A, Class
      3-A1B, Class 3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B, Class 3-A4 and Class
      3-A5 Certificates (in each case in accordance with clause (i) above,
      concurrently by Principal Allocation Percentage), the Principal Distribution
      Amount for the related Mortgage Pool for such Distribution Date;

     

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

     

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

     

    (D)           to
      the Class M3 Certificates, an amount equal to the lesser of (x) the excess
      of
      (a) the Principal Distribution Amount for such Distribution Date over (b) the
      amount distributed to the Senior Certificates and the Class M1 and Class M2
      Certificates on such Distribution Date pursuant to clauses (A) through (C)
      above, and (y) the M3 Principal Distribution Amount for such Distribution Date,
      until the Class Principal Amount of such class has been reduced to zero;


    
      
        
        

      

      
        -89-

        
          

        

      

      
        
        

      

    

     

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

     

    (F)           to
      the Class M5 Certificates, an amount equal to the lesser of (x) the excess
      of
      (a) the Principal Distribution Amount for such Distribution Date over (b) the
      amount distributed to the Senior Certificates and the Class M1, Class M2, Class
      M3 and Class M4 Certificates on such Distribution Date pursuant to clauses
      (A)
      through (E) above, and (y) the M5 Principal Distribution Amount for such
      Distribution Date, until the Class Principal Amount of such class has been
      reduced to zero;

     

    (G)           to
      the Class M6 Certificates, an amount equal to the lesser of (x) the excess
      of
      (a) the Principal Distribution Amount for such Distribution Date over (b) the
      amount distributed to the Senior Certificates and the Class M1, Class M2, Class
      M3, Class M4 and Class M5 Certificates on such Distribution Date pursuant to
      clauses (A) through (F) above, and (y) the M6 Principal Distribution Amount
      for
      such Distribution Date, until the Class Principal Amount of such class has
      been
      reduced to zero;

     

    (H)           to
      the Class M7 Certificates, an amount equal to the lesser of (x) the excess
      of
      (a) the Principal Distribution Amount for such Distribution Date over (b) the
      amount distributed to the Senior Certificates and the Class M1, Class M2, Class
      M3, Class M4, Class M5 and Class M6 Certificates on such Distribution Date
      pursuant to clauses (A) through (G) above, and (y) the M7 Principal Distribution
      Amount for such Distribution Date, until the Class Principal Amount of such
      class has been reduced to zero;

     

    (I)           to
      the Class M8 Certificates, an amount equal to the lesser of (x) the excess
      of
      (a) the Principal Distribution Amount for such Distribution Date over (b) the
      amount distributed to the Senior Certificates and the Class M1, Class M2, Class
      M3, Class M4, Class M5, Class M6 and Class M7 Certificates on such Distribution
      Date pursuant to clauses (A) through (H) above, and (y) the M8 Principal
      Distribution Amount for such Distribution Date, until the Class Principal Amount
      of such class has been reduced to zero;

     

    (J)           to
      the Class M9 Certificates, an amount equal to the lesser of (x) the excess
      of
      (a) the Principal Distribution Amount for such Distribution Date over (b) the
      amount distributed to the Senior Certificates and the Class M1, Class M2, Class
      M3, Class M4, Class M5, Class M6, Class M7 and Class M8 Certificates on such
      Distribution Date pursuant to clauses (A) through (I) above, and (y) the M9
      Principal Distribution Amount for such Distribution Date, until the Class
      Principal Amount of such class has been reduced to zero;

    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        

      

    

     

    (K)           to
      the Class M10 Certificates, an amount equal to the lesser of (x) the excess
      of
      (a) the Principal Distribution Amount for such Distribution Date over (b) the
      amount distributed to the Senior Certificates and the Class M1, Class M2, Class
      M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9 Certificates
      on such Distribution Date pursuant to clauses (A) through (J) above, and (y)
      the
      M10 Principal Distribution Amount for such Distribution Date, until the Class
      Principal Amount of such class has been reduced to zero;

     

    (L)           to
      the Class M11 Certificates, an amount equal to the lesser of (x) the excess
      of
      (a) the Principal Distribution Amount for such Distribution Date over (b) the
      amount distributed to the Senior Certificates and the Class M1, Class M2, Class
      M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class M10
      Certificates on such Distribution Date pursuant to clauses (A) through (K)
      above, and (y) the M11 Principal Distribution Amount for such Distribution
      Date,
      until the Class Principal Amount of such class has been reduced to
      zero;

     

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

     

    (d)           Any
      Monthly Excess Cashflow will, on each Distribution Date, be distributed in
      the
      following order of priority:

     

    (i)           for
      each Distribution Date occurring (a) before the Stepdown Date or (b) on or
      after
      the Stepdown Date but for which a Trigger Event is in effect, then until the
      aggregate Certificate Principal Amount of the Senior Certificates and the
      Subordinate Certificates equals the Target Amount for such Distribution Date,
      in
      the following order of priority:

     

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

     

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


    
      
        
        

      

      
        -91-

        
          

        

      

      
        
        

      

    

     

    (ii)           for
      each Distribution Date occurring on or after the Stepdown Date and for which
      a
      Trigger Event is not in effect, in the following order of priority:


     

    (A)           pro
      rata, based upon the Senior Proportionate Percentage, after giving effect to
      principal distributions on such Distribution Date pursuant to Sections
      5.02(c)(i) and 5.02(c)(ii) to the Senior Certificates, in each case in
      accordance with Section 5.02(c)(i), in reduction of their respective Class
      Principal Amounts, until the aggregate Class Principal Amount of such Senior
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the Senior Target Amount; 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -92-

        
          

        

      

      
        
        

      

    

     

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

     

    (J)           to
      the Class M9 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Senior Certificates, Class M1,
      Class
      M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9
      Certificates, after giving effect to distributions on such Distribution Date,
      equals the M9 Target Amount;

     

    (K)           to
      the Class M10 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Senior Certificates, Class M1,
      Class
      M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and
      Class M10 Certificates, after giving effect to distributions on such
      Distribution Date, equals the M10 Target Amount; 

     

    (L)           to
      the Class M11 Certificates, in reduction of their Class Principal Amount, until
      the aggregate Class Principal Amount of the Senior Certificates, Class M1,
      Class
      M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class
      M10 and Class M11 Certificates, after giving effect to distributions on such
      Distribution Date, equals the M11 Target Amount; 

     

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

     

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

     

    (A)           pro
      rata, to the Senior Certificates, the amount of any Basis Risk Shortfalls and
      Unpaid Basis Risk Shortfalls for each such class and such Distribution Date,
      in
      proportion to such shortfalls; 

     

    (B)           to
      the Subordinate Certificates, in accordance with the Subordinate Priority,
      any
      applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each
      such
      class and such Distribution Date; and

     

    (C)           for
      addition to the amounts distributable pursuant to clause (v) below, to the
      Class
      X Certificates, any amounts remaining in the Basis Risk Reserve Fund in excess
      of amounts required to be on deposit therein after satisfying Sections
      5.02(d)(iv)(A) and (B) for such Distribution Date; 

     

    (v)           to
      the Class X Certificates, the Class X Distributable Amount for such Distribution
      Date; and

     

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

    
      
        
        

      

      
        -93-

        
          

        

      

      
        
        

      

    

     

    (e)           (a)           On
      each Distribution Date on and prior to the Class X Account Termination Date,
      the
      Trustee shall withdraw the Class C Distributable Amount for such Distribution
      Date from the Class X Account, pursuant to Section 5.12 herein, and shall
      distribute such amount to the Class C Certificates. 

     

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

     

    (f)           On
      each Distribution Date, the Trustee shall distribute to the Class P Certificates
      any Prepayment Premiums paid by borrowers upon voluntary full or partial
      prepayment of the Mortgage Loans.

     

    Section
      5.03.           Allocation
      of Losses.

     

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

     

    (i)           to
      the Class M11 Certificates, until the Class Principal Amount of such Class
      has
      been reduced to zero;

     

    (ii)           to
      the Class M10 Certificates, until the Class Principal Amount of such Class
      has
      been reduced to zero;

     

    (iii)           to
      the Class M9 Certificates, until the Class Principal Amount of such Class has
      been reduced to zero;

     

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -94-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (xii)           concurrently,
      (a) first, the Class 1-A2 Certificates until their Class Principal Amount has
      been reduced to zero and second, the Class 1-A1 Certificates until their Class
      Principal Amount has been reduced to zero; (b) first, the Class 2-A3
      Certificates until their Class Principal Amount has been reduced to zero,
      second, the Class 2-A2 Certificates until their Class Principal Amount has
      been
      reduced to zero and third, the Class 2-A1 Certificates until their Class
      Principal Amount has been reduced to zero; and (c) concurrently (i) the Class
      3-A5 Certificates until their Class Principal Amount has been reduced to zero,
      (ii) the Class 3-A4 Certificates until their Class Principal Amount has been
      reduced to zero, (iii) first, the Class 3-A3B Certificates and second, the
      Class
      3-A3A Certificates until their Class Principal Amounts have been reduced to
      zero, (iv) first, the Class 3-A2B Certificates and second, the Class 3-A2A
      Certificates until their Class Principal Amounts have been reduced to zero
      and
      (v) first, the Class 3-A1B Certificates and second, the Class 3-A1A Certificates
      until their Class Principal Amounts have been reduced to zero.

     

    Section
      5.04.           Advances
      by Master Servicer and Trustee.

     

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

    
      
        
        

      

      
        -95-

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      5.05.           Compensating
      Interest Payments.

     

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

     

    Section
      5.06.           Basis
      Risk Reserve Fund.

     

    (a)           On
      the Closing Date, the Trustee shall establish and maintain in its name, in
      trust
      for the benefit of the holders of the Certificates, a Basis Risk Reserve Fund.
      The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit
      therein shall be held separate and apart from, and shall not be commingled
      with,
      any other moneys, including, without limitation, other moneys of the Trustee
      held pursuant to this Agreement.

     

    (b)           [Reserved]

     

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

    
      
        
        

      

      
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    Section
      5.07.           [Reserved]

     

    Section
      5.08.           [Reserved]

     

    Section
      5.09.           [Reserved]

     

    Section
      5.10.           Capitalized
      Interest Account.

     

    (a)           No
      later than the Closing Date, the Trustee shall establish and maintain a
      segregated trust account that is an Eligible Account, which shall be titled
      “Capitalized Interest Account, U.S. Bank National Association, as trustee for
      the registered holders of Lehman XS Trust Mortgage Pass-Through Certificates
      Series 2006-GP4” (the “Capitalized Interest Account”). The Trustee shall,
      promptly upon receipt, deposit in the Capitalized Interest Account and retain
      therein the Capitalized Interest Amount remitted on the Closing Date to the
      Trustee by the Depositor. Funds deposited in the Capitalized Interest Account
      shall be held in trust by the Trustee on behalf of the Certificateholders for
      the uses and purposes set forth herein. With respect to each Distribution Date
      up to and including the Distribution Date in September 2006, the Trustee will
      withdraw funds from the Capitalized Interest Account and such funds shall be
      used to pay (i) first, to the Senior Certificates, the amount of any Basis
      Risk
      Shortfalls and Unpaid Basis Risk Shortfalls for each such class and such
      Distribution Date, in proportion to the amount of such shortfalls and (ii)
      second, to the Subordinate Certificates, in accordance with the Subordinate
      Priority, any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
      for each such class and such Distribution Date, in each case, after giving
      effect to distributions under Section 5.02(d)(iv). 

     

    (b)           The
      Trustee will invest funds deposited in the Capitalized Interest Account in
      Eligible Investments as directed in writing by the Depositor (provided that
      if
      the Trustee does not receive written direction from the Depositor, the amounts
      in the Capitalized Interest Account shall not be invested) with a maturity
      date
      no later than the Business Day preceding each Distribution Date. For federal
      income tax purposes, the Depositor shall be the owner of the Capitalized
      Interest Account and shall report all items of income, deduction, gain or loss
      arising therefrom. At no time will the Capitalized Interest Account be an asset
      of any of the REMICs provided for herein. All income and gain realized from
      investment of funds deposited in the Capitalized Interest Account shall be
      for
      the sole and exclusive benefit of the Depositor and shall be remitted by the
      Trustee to the Depositor on each Distribution Date. The Depositor shall deposit
      in the Capitalized Interest 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 September 2006, any amount remaining on deposit in
      the
      Capitalized Interest Account after withdrawals pursuant to paragraph (a) above
      shall be withdrawn by the Trustee and paid to the Depositor or its
      designee.

     

    Section
      5.11.           [Reserved]

     

    Section
      5.12.           Class
      X Account.

     

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

    
      
        
        

      

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

     

    (c)           On
      each Distribution Date on or prior to the Class X Termination Date, amounts
      on
      deposit in the Class X Account will be withdrawn and applied to make payments
      on
      the Class X and Class C Certificates, as provided in Section 5.02(e)(1) of
      this
      Agreement. Any amounts that the Trustee is not required to distribute from
      the
      Class X Account pursuant to Section 5.02(e) of this Agreement shall remain
      on
      deposit in the Class X Account.

     

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

     

    ARTICLE
      VI.

     

    CONCERNING
      THE TRUSTEE; EVENTS OF DEFAULT

     

    Section
      6.01.           Duties
      of Trustee.

     

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

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -99-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -100-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (l)           For
      so long as the Depositor is subject to Exchange Act reporting requirements
      for
      the Lehman XS Trust Mortgage Pass-Through Certificates, Series 2006-GP4
      transaction, the Trustee shall give prior written notice to the Sponsor, the
      Master Servicer and the Depositor of the appointment of any Subcontractor by
      it
      and a written description (in form and substance satisfactory to the Sponsor
      and
      the Depositor) of the role and function of each Subcontractor utilized by the
      Trustee, specifying (A) the identity of each such Subcontractor and (B) which
      elements of the servicing criteria set forth under Item 1122(d) of Regulation
      AB
      will be addressed in assessments of compliance provided by each such
      Subcontractor.

     

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

     

    Section
      6.02.           Certain
      Matters Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 6.01:

     

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

     

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

     

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

    
      
        
        

      

      
        -101-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    Section
      6.03.           Trustee
      Not Liable for Certificates.

     

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

    
      
        
        

      

      
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    Section
      6.04.           Trustee
      May Own Certificates.

     

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

     

    Section
      6.05.           Eligibility
      Requirements for Trustee.

     

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

     

    Section
      6.06.           Resignation
      and Removal of Trustee.

     

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

    
      
        
        

      

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

     

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

     

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

     

    Section
      6.07.           Successor
      Trustee.

     

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

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Section
      6.08.           Merger
      or Consolidation of Trustee.

     

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

     

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

     

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

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

     

    (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 and a copy given to the Master
      Servicer and any NIMS Insurer.

    
      
        
        

      

      
        -106-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (h)           Notwithstanding
      the foregoing, for so long as reports are required to be filed with the
      Commission under the Exchange Act with respect to the Trust, the Trustee shall
      not utilize any Subcontractor for the performance of its duties hereunder if
      such Subcontractor would be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB without (a) giving notice to the Seller,
      the Master Servicer and the Depositor and (b) requiring any such Subcontractor
      to provide to the Trustee an assessment 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 and the Master Servicer and any director, officer,
      employee or agent of each of the Depositor and the Master Servicer and hold
      them
      harmless against any and all claims, losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments,
      and any other costs, fees and expenses that any of them may sustain 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.

     

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

    
      
        
        

      

      
        -107-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Section
      6.11.           Indemnification
      of Trustee.

     

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

     

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

    
      
        
        

      

      
        -108-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Section
      6.12.           Fees
      and Expenses of Trustee and Custodian.

     

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

     

    Section
      6.13.           Collection
      of Monies.

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -109-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -110-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -111-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        -112-

        
          

        

      

      
        
        

      

    

     

    (c)           Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act or if any NIMS Insurer so requests in writing
      to the Trustee, request the Depositor to appoint, petition a court of competent
      jurisdiction to appoint, or appoint on its own behalf any established housing
      and home finance institution servicer, master servicer, servicing or mortgage
      servicing institution acceptable to the NIMS Insurer having a net worth of
      not
      less than $15,000,000 and meeting such other standards for a successor master
      servicer as are set forth in this Agreement, as the successor to such Master
      Servicer in the assumption of all of the responsibilities, duties or liabilities
      of a master servicer, like the Master Servicer hereunder. Any entity designated
      by the Trustee as a successor master servicer may be an Affiliate of the
      Trustee; provided, however, that, unless such Affiliate meets the net worth
      requirements and other standards set forth herein for a successor master
      servicer, the Trustee in its individual capacity shall agree, at the time of
      such designation, to be and remain liable to the Trust Fund for such Affiliate’s
      actions and omissions in performing its duties hereunder. In connection with
      such appointment and assumption, the Trustee may make such arrangements for
      the
      compensation of such successor out of payments on Mortgage Loans as it and
      such
      successor shall agree; provided, however, that no such compensation shall be
      in
      excess of that permitted to the Master Servicer hereunder. The Trustee and
      such
      successor shall take such actions, consistent with this Agreement, as shall
      be
      necessary to effectuate any such succession and may make other arrangements
      with
      respect to the servicing to be conducted hereunder which are not inconsistent
      herewith. The Master Servicer shall cooperate with the Trustee and any successor
      master servicer in effecting the termination of the Master Servicer’s
      responsibilities and rights hereunder including, without limitation, notifying
      Mortgagors of the assignment of the master servicing functions and providing
      the
      Trustee and successor master servicer, as applicable, all documents and records
      in electronic or other form reasonably requested by it to enable it to assume
      the Master Servicer’s functions hereunder and the transfer to the Trustee or
      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 nor any other successor master servicer shall be deemed
      to
      be in default hereunder by reason of any failure to make, or any delay in
      making, any distribution hereunder or any portion thereof caused by (i) the
      failure of the Master Servicer to deliver, or any delay in delivering, cash,
      documents or records to it, (ii) the failure of the Master Servicer to cooperate
      as required by this Agreement, (iii) the failure of the Master Servicer to
      deliver the Mortgage Loan data to the Trustee as required by this Agreement
      or
      (iv) restrictions imposed by any regulatory authority having jurisdiction over
      the Master Servicer. No successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof caused by (i) the failure of
      the
      terminated Master Servicer to deliver, or any delay in delivering cash,
      documents or records to it, or (ii) the failure of the terminated Master
      Servicer to cooperate as required by this Agreement.

    
      
        
        

      

      
        -113-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Section
      6.16.           Waiver
      of Defaults.

     

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

     

    Section
      6.17.           Notification
      to Holders.

     

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

    
      
        
        

      

      
        -114-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    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 Master Servicer or the Certificateholders.

     

    Section
      6.20.           Preparation
      of Tax Returns and Other Reports.

     

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

    
      
        
        

      

      
        -115-

        
          

        

      

      
        
        

      

    

     

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

     

    (c)           Reports
      Filed on Form 10-D.

     

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

     

    (ii)           As
      set forth on Exhibit Q-1 hereto, within five calendar days after the related
      Distribution Date, (A) certain parties to the Lehman XS Trust Mortgage
      Pass-Through Certificates, Series 2006-GP4 transaction shall be required to
      provide to the Trustee, to the extent known by a responsible officer thereof,
      in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
      and such party, the form and substance of any Additional Form 10-D Disclosure,
      if applicable, and included with such Additional Form 10-D Disclosure, an
      Additional Disclosure Notification in the form attached hereto as Exhibit Q-4,
      (B) the Trustee shall forward to the Depositor, the form and substance of the
      Additional Form 10-D Disclosure, and (C) the Depositor will approve, as to
      form
      and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Trustee in
      connection with including any Additional Form 10-D Disclosure on Form 10-D
      pursuant to this paragraph.

     

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

    
      
        
        

      

      
        -116-

        
          

        

      

      
        
        

      

    

     

    (d)           Reports
      Filed on Form 10-K.

     

    (i)           Unless
      and until a Form 15 suspension notice shall have been filed, on or prior to
      March 31 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 Trustee shall prepare and file
      on
      behalf of the Trust Fund a Form 10-K, in form and substance as required by
      the
      Exchange Act. Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Trustee within the applicable
      time frames set forth in this Agreement and in the Servicing Agreement and
      the
      Custodial Agreement, (A) an annual compliance statement for the Servicer, each
      Additional Servicer and the Master Servicer, as described under Section 9.26
      hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment
      of compliance with servicing criteria for the Servicer, the Custodian, each
      Additional Servicer, the Master Servicer, any Servicing Function Participant,
      the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting
      Servicer”), as described under Section 9.25(a) hereof and in the Servicing
      Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report
      on assessment of compliance with servicing criteria described under Section
      9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies
      any material instance of noncompliance, disclosure identifying such instance
      of
      noncompliance, or if any Reporting Servicer’s report on assessment of compliance
      with servicing criteria described under Section 9.25(a) hereof or in the
      Servicing Agreement or Custodial Agreement is not included as an exhibit to
      such
      Form 10-K, disclosure that such report is not included and an explanation why
      such report is not included, (C)(I) the registered public accounting firm
      attestation report for each Reporting Servicer, as described under Section
      9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II)
      if any registered public accounting firm attestation report described under
      Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (D) a Sarbanes-Oxley Certification. Any disclosure or information
      in addition to (A) through (D) above that is required to be included on Form
      10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and
      at the direction of the Depositor pursuant to the following paragraph and the
      Trustee will have no duty or liability for any failure hereunder to determine
      or
      prepare any Additional Form 10-K Disclosure, except as set forth in the next
      paragraph.

    
      
        
        

      

      
        -117-

        
          

        

      

      
        
        

      

    

     

    (ii)           As
      set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the
      Trust Fund is subject to the Exchange Act reporting requirements, commencing
      in
      2007, (A) certain parties to the Lehman XS Trust Mortgage Pass-Through
      Certificates, Series 2006-GP4 transaction shall be required to provide to the
      Trustee, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
      and such party, the form and substance of any Additional Form 10-K Disclosure,
      if applicable, and include with such Additional Form 10-K Disclosure, an
      Additional Disclosure Notification in the form attached hereto as Exhibit Q-4,
      (B) the Trustee shall forward to the Depositor, the form and substance of the
      Additional Form 10-K Disclosure, and (C) the Depositor will approve, as to
      form
      and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under
      this
      Agreement to monitor or enforce the performance by the parties listed on Exhibit
      Q-2 of their duties under this paragraph or proactively solicit or procure
      from
      such parties any Form 10-K Disclosure Information. The Sponsor will be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Trustee in connection with including any Additional Form 10-K Disclosure on
      Form
      10-K pursuant to this paragraph.

     

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

     

    (iv)           Each
      Form 10-K shall include the Sarbanes-Oxley Certification. The Trustee, the
      Paying Agent and, if the Depositor is the Exchange Act Signing Party, the Master
      Servicer, shall, and the Trustee, the Paying Agent and the Master Servicer
      (if
      applicable) shall cause any Servicing Function Participant engaged by it to,
      provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying Person”), by March 15 of each year in which the Trust Fund is
      subject to the reporting requirements of the Exchange Act (each, a “Back-Up
      Certification”), in the form attached hereto as Exhibit T (or, in the case of
      the Trustee and the Paying Agent, such other form as agreed to between the
      Trustee, the Paying Agent and the Exchange Act Signing Party), upon which the
      Certifying Person, the entity for which the Certifying Person acts as an
      officer, and such entity’s officers, directors and Affiliates (collectively with
      the Certifying Person, “Certification Parties”) can reasonably rely. The senior
      officer of the Exchange Act Signing Party shall serve as the Certifying Person
      on behalf of the Trust Fund. In the event the Master Servicer, the Trustee,
      the
      Paying Agent or any Servicing Function Participant engaged by such parties
      is
      terminated or resigns pursuant to the terms of this Agreement, such party or
      Servicing Function Participant shall provide a Back-Up Certification to the
      Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the
      period of time it was subject to this Agreement.

    
      
        
        

      

      
        -118-

        
          

        

      

      
        
        

      

    

     

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

     

    (e)           Reports
      Filed on Form 8-K.

     

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

     

    (ii)           As
      set forth on Exhibit Q-3 hereto, for so long as the Trust Fund is subject to
      the
      Exchange Act reporting requirements, no later than Noon New York City time
      on
      the 2nd Business Day after the occurrence of a Reportable Event (A) certain
      parties to the Lehman XS Trust Mortgage Pass-Through Certificates, Series
      2006-GP4 transaction shall be required to provide to the Trustee, to the extent
      known by a responsible officer thereof, in EDGAR-compatible form (which may
      be
      Word or Excel documents easily convertible to EDGAR format), or in such other
      form as otherwise agreed upon by the Trustee and such party, the form and
      substance of any Form 8-K Disclosure Information, if applicable, and include
      with such Form 8-K Disclosure Information, an Additional Disclosure Notification
      in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to
      the
      Depositor, the form and substance of the Form 8-K Disclosure Information, and
      (C) the Depositor will approve, as to form and substance, or disapprove, as
      the
      case may be, the inclusion of the Form 8-K Disclosure Information. The Trustee
      has no duty under this Agreement to monitor or enforce the performance by the
      parties listed on Exhibit Q-3 of their duties under this paragraph or
      proactively solicit or procure from such parties any Form 8-K Disclosure
      Information. The Sponsor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Trustee in connection with including any
      Form 8-K Disclosure Information on Form 8-K pursuant to this
      paragraph.

    
      
        
        

      

      
        -119-

        
          

        

      

      
        
        

      

    

     

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

     

    (f)           Delisting;
      Amendments; Late Filings.

     

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

     

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

    
      
        
        

      

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

     

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

     

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

     

    Section
      6.21.           Reporting
      Requirements of the Commission.

     

    Each
      of
      the parties hereto acknowledges
      and agrees that the purpose of Sections 6.01, 6.20, 9.25(a) and 9.25(b) of
      this
      Agreement is to
      facilitate compliance by the Sponsor, the Master Servicer and the Depositor
      with
      the provisions of Regulation AB, as such may be amended or clarified from time
      to time. Therefore, each of the parties agrees that (a) the obligations of
      the
      parties hereunder shall be interpreted in such a manner as to accomplish
      compliance with Regulation AB, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB and (c) the parties
      shall comply with reasonable requests made by the Sponsor, the Depositor, the
      Master Servicer or the Trustee for delivery of additional or different
      information as the Sponsor, the Depositor, the Master Servicer or the Trustee
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB, provided that such information is available without unreasonable
      effort or expense and within such timeframe as may be reasonably
      requested.

    
      
        
        

      

      
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    Section
      6.22.           Indemnification
      by the Trustee.

     

    The
      Trustee agrees to indemnify the Depositor and the Master Servicer, and each
      of
      their respective directors, officers, employees and agents and the Trust Fund
      and hold each of them harmless from and against any losses, damages, penalties,
      fines, forfeitures, legal fees and expenses and related costs, judgments, and
      any other costs, fees and expenses that any of them may sustain arising out
      of
      or based upon the engagement of any Subcontractor in violation of Section 6.01
      or any failure by the Trustee to deliver any assessment of compliance pursuant
      to Section 9.25(a). This indemnification shall survive the termination of this
      Agreement or the termination of the Trustee hereunder.

     

    ARTICLE
      VII.


     

    PURCHASE
      OF MORTGAGE LOANS AND

    TERMINATION
      OF THE TRUST FUND

     

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

     

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

    
      
        
        

      

      
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    (b)           On
      any Distribution Date occurring on or after the Initial Optional Termination
      Date, the Master Servicer, with the prior written consent of any NIMS Insurer
      and the Seller, which consent shall not be unreasonably withheld, has the option
      to cause each of REMIC 1 and REMIC 2 to adopt a plan of complete liquidation
      and
      to purchase the Mortgage Loans and any REO Property related to the Mortgage
      Pool
      (the “Pool Assets”) for a price equal to the Purchase Price, pursuant to Section
      7.03 hereof. Upon exercise of such option, the property of the Mortgage Pool
      shall be sold to the Master Servicer at a price (the “Purchase Price”) equal to
      the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan on
      the
      day of such purchase plus interest accrued thereon at the Mortgage Rate with
      respect to such Mortgage Loan to the Due Date in the Collection Period
      immediately preceding the Distribution Date on which the proceeds of such sale
      will be distributed to the holders of the Certificates, (ii) the fair market
      value of any REO Property related to the Mortgage Loans and any other property
      related to the Mortgage Loans held by any REMIC, such fair market value to
      be
      determined by an independent appraiser or appraisers mutually agreed upon by
      the
      Master Servicer, any NIMS Insurer and the Trustee (reduced, in the case of
      REO
      Property, by (1) reasonably anticipated disposition costs and (2) any amount
      by
      which the fair market value as so reduced exceeds the outstanding principal
      balance of the related Mortgage Loan plus interest accrued thereon at the
      applicable Net Mortgage Rate to the date of such purchase) and (iii) any
      unreimbursed Servicing Advances and other amounts to be reimbursed pursuant
      to
      the immediately following sentence related to the Mortgage Loans; provided,
      however, if there are any NIM Securities outstanding, the Master Servicer may
      only exercise its option after receiving the prior written consent of the
      holders of such NIM Securities and, if such consent is given, the Purchase
      Price
      shall also include an amount equal to the sum of (1) any accrued interest on
      the
      NIM Securities related to the Mortgage Loans, (2) the unpaid principal balance
      of any such NIM Securities and (3) any other reimbursable expenses owed by
      the
      issuer of the NIM Securities (the “NIM Redemption Amount”). If the Master
      Servicer fails to exercise such right, the NIMS Insurer will have the option
      to
      direct the Master Servicer to exercise such option so long as it is insuring
      the
      NIMS Securities or it is owed any amounts in connection with its guaranty of
      the
      NIM Securities. Following receipt of such notice from the NIMS Insurer, the
      Master Servicer shall advise the NIMS Insurer whether it will exercise the
      option under this Section 7.01(b) for its own account and using its own funds,
      or whether it will exercise such option in its own name but for the NIMS
      Insurer's account and utilizing the NIMS Insurer's funds. If the Master Servicer
      exercises such option for the NIMS Insurer's account, the NIMS Insurer will
      remit the Purchase Price to the Master Servicer one Business Day prior to the
      day the Master Servicer is required to remit the Purchase Price to the Trustee.
      Following its receipt from the NIMS Insurer of the entire Purchase Price and
      its
      subsequent remittance to the Trustee of the entire Purchase Price, the Master
      Servicer will convey to the NIMS Insurer all of the rights it receives from the
      Trustee with respect to the related Mortgage Loans as a result of such
      remittance. The Master Servicer, the Servicer, the Trustee and the Custodian
      shall be reimbursed from the Purchase Price for any Mortgage Loan or related
      REO
      Property for any Advances made or other amounts advanced with respect to the
      Mortgage Loans that are reimbursable to any such entity under this Agreement,
      the related Servicing Agreement or the related Custodial Agreement, together
      with any accrued and unpaid compensation and any other amounts due to the Master
      Servicer or the Trustee hereunder or the applicable Servicer or the applicable
      Custodian, to the extent such amounts relate to the Mortgage Loans. Subject
      to
      Section 7.03, the Trustee shall distribute the assets of the Trust Fund on
      the
      Distribution Date on which the repurchase occurred. If the NIMS Insurer directs
      the Master Servicer to exercise such right as described above, then (i) the
      Master Servicer shall cause each REMIC to adopt a plan of complete liquidation
      as described above and (ii) the NIMS Insurer shall remit the Purchase Price
      in
      immediately available funds to the Master Servicer at least three Business
      Days
      prior to the applicable Distribution Date and, upon receipt of such funds from
      the NIMS Insurer, the Master Servicer shall promptly deposit such funds in
      the
      Collection Account. The NIMS Insurer shall be obligated to reimburse the Master
      Servicer and the Trustee for their reasonable out-of-pocket expenses incurred
      in
      connection with the purchase of the Mortgage Loans and REO Property related
      to
      the Mortgage Pool at the direction of the NIMS Insurer and shall indemnify
      and
      hold harmless the Master Servicer and the Trustee for any losses, liabilities
      or
      expenses resulting from any claims directly resulting from or relating to the
      Master Servicer’s or Trustee’s purchase of the Pool Assets at the direction of
      the NIMS Insurer at the direction of the NIMS Insurer, except to the extent
      such
      losses, liabilities or expenses arise out of or result from the Master
      Servicer’s or Trustee’s, as the case may be, negligence, bad faith or willful
      misconduct.

    
      
        
        

      

      
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    Section
      7.02.           Procedure
      Upon Termination of Trust Fund.

     

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

     

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

    
      
        
        

      

      
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    (c)           Any
      reasonable expenses incurred by the Trustee in connection with any termination
      or liquidation of the Trust Fund (or a Mortgage Pool thereof) shall be
      reimbursed from proceeds received from the liquidation of the related Mortgage
      Pool or Mortgage Pools.

     

    Section
      7.03.           Additional
      Trust Fund Termination Requirements.

     

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

     

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

     

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

     

    Section
      7.04.           Optional
      Purchase Right of NIMS Insurer.

     

    The
      NIMS
      Insurer may purchase any Distressed Mortgage Loan for a purchase price equal
      to
      the outstanding principal balance of such Mortgage Loan, plus accrued interest
      thereon to the date of repurchase plus any unreimbursed Advances, Servicing
      Advances, General Servicing Fees or Trustee Fees and any unreimbursed expenses
      of the Trustee allocable to such Distressed Mortgage Loan. Any such purchase
      shall be accomplished by the NIM Insurer’s remittance of the purchase price for
      the Distressed Mortgage Loan to the Master Servicer for deposit into the
      Collection Account.

     

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

     

    (c)           Every
      Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
      and holding a Certificate, agrees with the Depositor, the Master Servicer,
      the
      Certificate Registrar and the Trustee, that none of the Depositor, the Master
      Servicer, the Certificate Registrar, the Paying Agent or the Trustee shall
      be
      held accountable by reason of the disclosure of any such information as to
      the
      names and addresses of the Certificateholders hereunder, regardless of the
      source from which such information was derived.

    
      
        
        

      

      
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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 Certificate Registrar and the
      Paying Agent and, where expressly required herein, to the Master Servicer.
      Such
      instrument or instruments (as the action embodies therein and evidenced thereby)
      are herein sometimes referred to as an “Act” of the Holders signing such
      instrument or instruments. Proof of execution of any such instrument or of
      a
      writing appointing any such agents shall be sufficient for any purpose of this
      Agreement and conclusive in favor of the Trustee and the Master Servicer, if
      made in the manner provided in this Section. Each of the Trustee and the Master
      Servicer shall promptly notify the other of receipt of any such instrument
      by
      it, and shall promptly forward a copy of such instrument to the
      other.

     

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

     

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

     

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

    
      
        
        

      

      
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    ARTICLE
      IX.


     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

    BY
      THE
      MASTER SERVICER

     

    Section
      9.01.           Duties
      of the Master Servicer.

     

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

     

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

     

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

     

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

    
      
        
        

      

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

     

    For
      each
      year this Agreement is in effect, the Master Servicer shall submit to the
      Trustee, each Rating Agency, any NIMS Insurer, and the Depositor a copy of
      its
      annual unaudited financial statements on or prior to March 15 of each year,
      beginning 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.

     

    Section
      9.04.           Power
      to Act; Procedures.

     

    (a)           The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, and each Servicer shall have full power and authority (to
      the
      extent provided in the applicable Servicing Agreement) to do any and all things
      that it may deem necessary or desirable in connection with the servicing and
      administration of the Mortgage Loans, including but not limited to the power
      and
      authority (i) to execute and deliver, on behalf of the Certificateholders and
      the Trustee, customary consents or waivers and other instruments and documents,
      (ii) to consent to transfers of any Mortgaged Property and assumptions of the
      Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
      and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
      case, in accordance with the provisions of this Agreement and the applicable
      Servicing Agreement, as applicable; provided that the Master Servicer shall
      not
      take, or knowingly permit any Servicer to take, any action that is inconsistent
      with or prejudices the interests of the Trust Fund or the Certificateholders
      in
      any Mortgage Loan or the rights and interests of the Depositor, the Trustee,
      or
      the Certificateholders under this Agreement. The Master Servicer further is
      authorized and empowered by the Trustee, on behalf of the Certificateholders
      and
      the Trustee, in its own name or in the name of any Servicer (to the extent
      permitted in the applicable Servicing Agreement), when the Master Servicer
      or a
      Servicer, as the case may be, believes it is appropriate in its best judgment
      to
      register any Mortgage Loan with MERS, or cause the removal from the registration
      of any Mortgage Loan on the MERS system, to execute and deliver, on behalf
      of
      the Trustee and the Certificateholders or any of them, any and all instruments
      of assignment and other comparable instruments with respect to such assignment
      or re-recording of a Mortgage in the name of MERS, solely as nominee for the
      Trustee and its successors and assigns. The Master Servicer shall represent
      and
      protect the interests of the Trust Fund in the same manner as it protects its
      own interests in mortgage loans in its own portfolio in any claim, proceeding
      or
      litigation regarding a Mortgage Loan and shall not make or knowingly permit
      any
      Servicer to make any modification, waiver or amendment of any term of any
      Mortgage Loan that would cause an Adverse REMIC Event. Without limiting the
      generality of the foregoing, the Master Servicer in its own name or in the
      name
      of a Servicer, and each Servicer, to the extent such authority is delegated
      to
      such Servicer under the applicable Servicing Agreement, is hereby authorized
      and
      empowered by the Trustee when the Master Servicer or a Servicer, as the case
      may
      be, believes it appropriate in its best judgment and in accordance with Accepted
      Servicing Practices and the applicable Servicing Agreement, to execute and
      deliver, on behalf of itself and the Certificateholders, the Trustee or any
      of
      them, any and all instruments of satisfaction or cancellation, or of partial
      or
      full release or discharge and all other comparable instruments, with respect
      to
      the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee
      shall execute, upon request, any powers of attorney furnished to it by the
      Master Servicer empowering the Master Servicer or such Servicer to execute
      and
      deliver instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
      Property, and to appeal, prosecute or defend in any court action relating to
      the
      Mortgage Loans or the Mortgaged Property, in accordance with the applicable
      Servicing Agreement and this Agreement, and the Trustee shall execute and
      deliver such other documents, as the Master Servicer may request, necessary
      or
      appropriate to enable the Master Servicer to master service the Mortgage Loans
      and carry out its duties hereunder and to allow each Servicer to service the
      Mortgage Loans, in each case in accordance with Accepted Servicing Practices
      (and the Trustee shall have no liability for misuse of any such powers of
      attorney by the Master Servicer or the applicable Servicer). If the Master
      Servicer or the Trustee has been advised that it is likely that the laws of
      the
      state in which action is to be taken prohibit such action if taken in the name
      of the Trustee or that the Trustee would be adversely affected under the “doing
      business” or tax laws of such state if such action is taken in its name, then
      upon request of the Trustee the Master Servicer shall join with the Trustee
      in
      the appointment of a co trustee pursuant to Section 6.09 hereof. In the
      performance of its duties hereunder, the Master Servicer shall be an independent
      contractor and shall not, except in those instances where it is taking action
      in
      the name of the Trustee, be deemed to be the agent of the Trustee.
      Notwithstanding anything to the contrary, the Master Servicer shall not without
      the Trustee’s written consent: (i) initiate any action, suit or proceeding
      solely under the Trustee’s name without indicating the Master Servicer’s
      representative capacity or (ii) take any action with the intent to cause, and
      which actually does cause, the Trustee to be registered to do business in any
      state.

    
      
        
        

      

      
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    (b)           In
      master servicing and administering the Mortgage Loans, the Master Servicer
      shall
      employ procedures, and shall exercise the same care that it customarily employs
      and exercises master servicing and administering loans for its own account,
      giving due consideration to Accepted Servicing Practices where such practices
      do
      not conflict with this Agreement. Consistent with the foregoing, the Master
      Servicer may, and may permit the Servicer to, in its discretion (i) waive any
      late payment charge (but not any Prepayment Premium, except as set forth below)
      and (ii) extend the due dates for payments due on a Mortgage Note 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
      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 Premium if (a) such Mortgage Loan is in default or default by
      the
      related Mortgagor is, in the reasonable judgment of the Master Servicer or
      Servicer, reasonably foreseeable, and such waiver would maximize recovery of
      total proceeds taking into account the value of such Prepayment Premium and
      the
      related Mortgage Loan or (b) if the prepayment is not the result of a
      refinancing 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 Premium and the related Mortgage Loan or (ii) the
      collection of the Prepayment Premium would be in violation of applicable laws
      or
      (iii) the collection of such Prepayment Premium would be considered “predatory”
pursuant to written guidance published or issued by any applicable federal,
      state or local regulatory authority acting in its official capacity and having
      jurisdiction over such matters, and (3) the Master Servicer shall have provided
      or caused to be provided to the Trustee an Opinion of Counsel addressed to
      the
      Trustee (which opinion shall, if provided by the Master Servicer, be an expense
      reimbursed 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 Premium under clause (2)
      above.

    
      
        
        

      

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

     

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

     

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

     

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

    
      
        
        

      

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

     

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

     

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

     

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

    
      
        
        

      

      
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    Section
      9.07.           Termination
      of Servicing Agreements; Successor Servicers.

     

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

     

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

     

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

     

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

     

    Section
      9.08.           Master
      Servicer Liable for Enforcement.

     

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

    
      
        
        

      

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

     

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

     

    Section
      9.10.           Assumption
      of Servicing Agreement by the Trustee.

     

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

     

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

    
      
        
        

      

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

     

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

     

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

     

    Section
      9.12.           Release
      of Mortgage Files.

     

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

    
      
        
        

      

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

     

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

     

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

    
      
        
        

      

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

     

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

     

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

    
      
        
        

      

      
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    Section
      9.14.           Representations
      and Warranties of the Master Servicer.

     

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

     

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

     

    (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 a Fannie Mae- or
      Freddie Mac-approved seller/servicer;

     

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

    
      
        
        

      

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

     

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

     

    (xi)           the
      information about the Master Servicer under the heading “The Master Servicer” in
      the Offering Document relating to the Master Servicer does not include an untrue
      statement of a material fact and does not omit to state a material fact, with
      respect to the statements made, necessary in order to make the statements in
      light of the circumstances under which they were made not
      misleading.

     

    (b)           It
      is understood and agreed that the representations and warranties set forth
      in
      this Section 9.14 shall survive the execution and delivery of this Agreement.
      The Master Servicer shall indemnify the Depositor and the Trustee and hold
      them
      harmless against any loss, damages, penalties, fines, forfeitures, legal fees
      and related costs, judgments, and other costs and expenses resulting from any
      claim, demand, defense or assertion based on or grounded upon, or resulting
      from, a breach of the Master Servicer’s representations and warranties contained
      in Section 9.14(a). It is understood and agreed that the enforcement of the
      obligation of the Master Servicer set forth in this Section to indemnify the
      Depositor and the Trustee as provided in this Section constitutes the sole
      remedy (other than as set forth in Section 6.14) of the Depositor and the
      Trustee, respecting a breach of the foregoing representations and warranties.
      Such indemnification shall survive any termination of the Master Servicer as
      Master Servicer hereunder, and any termination of this Agreement.

     

    Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by any of the Depositor, the Master Servicer, any
      NIMS
      Insurer or the Trustee or notice thereof by any one of such parties to the
      other
      parties. Notwithstanding anything in this Agreement to the contrary, the Master
      Servicer shall not be liable for special, indirect or consequential losses
      or
      damages of any kind whatsoever (including, but not limited to, lost
      profits).

     

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

    
      
        
        

      

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

     

    Section
      9.15.           Opinion.

     

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

     

    Section
      9.16.           Standard
      Hazard and Flood Insurance Policies.

     

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

     

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

     

    Section
      9.17.           Presentment
      of Claims and Collection of Proceeds.

     

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

    
      
        
        

      

      
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    Section
      9.18.           Maintenance
      of the Primary Mortgage Insurance Policies.

     

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

     

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

     

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

     

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

    
      
        
        

      

      
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    Section
      9.20.           Realization
      Upon Defaulted Mortgage Loans.

     

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

     

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

     

    Section
      9.21.           Compensation
      to the Master Servicer.

     

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

    
      
        
        

      

      
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    Section
      9.22.           REO
      Property.

     

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

     

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

     

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

     

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

    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      9.24.           Reports
      to the Trustee.

     

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

    
      
        
        

      

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

     

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

     

    Section
      9.25.           Assessment
      of Compliance and Attestation Reports.

     

    (a)           Assessment
      of Compliance

     

    (i)           By
      March 15 of each calendar year in which the Depositor is required to file
      reports with respect to the Trust Fund in accordance with the Exchange Act
      and
      the rules and regulations of the Commission, commencing in March 2007, the
      Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee,
      each at its own expense, shall furnish, and each such party shall cause any
      Servicing Function Participant engaged by it to furnish, each at its own
      expense, to the Sponsor, the Depositor, the Master Servicer and the Trustee,
      a
      report on an assessment of compliance with the Relevant Servicing Criteria
      that
      contains (A) a statement by such party of its responsibility for assessing
      compliance with the Relevant Servicing Criteria, (B) a statement that such
      party
      used the Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for the fiscal year covered by the Form 10-K required to
      be
      filed pursuant to Section 6.20(d), including, if there has been any material
      instance of noncompliance with the Relevant Servicing Criteria, a discussion
      of
      each such failure and the nature and status thereof, and (D) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria as of and
      for such period.

     

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

     

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

    
      
        
        

      

      
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    (b)           Attestation
      Reports

     

    (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, the Paying Agent (if other
      than the Trustee) and the Trustee shall, at its own expense, cause a firm of
      independent public accountants (who may also render other services to the Master
      Servicer, Paying Agent or Trustee), which is a member of the American Institute
      of Certified Public Accountants, to furnish to the Sponsor, the Master Servicer,
      the Trustee and the Depositor a report to the effect that such firm attests
      to,
      and reports on, the assessment made by such asserting party pursuant to Section
      6.01(l) above, which report shall be made in accordance with standards for
      attestation engagements issued or adopted by the PCAOB. In addition, on or
      before March 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, the Paying Agent (if other than the Trustee) and the
      Trustee shall cause any Subservicer or Subcontractor with respect to the Trustee
      to furnish to the Sponsor and the Depositor an assessment of compliance and
      attestation.

     

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

     

    (c)           The
      Trustee’s, the Paying Agent’s and the Master Servicer’s obligation to provide
      assessments of compliance and attestations under this Section 9.25 shall
      terminate upon the filing of a Form 15 suspension notice on behalf of the Trust
      Fund. After the occurrence of such event, and provided the Depositor is not
      otherwise provided with such reports or copies of such reports, the Trustee,
      the
      Paying Agent and the Master Servicer shall be obligated to provide a copy of
      such reports, by March 15 of each year, to the Depositor.

     

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

     

    The
      Master Servicer shall deliver (and the Master Servicer shall cause any
      Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
      and
      the Trustee on or before March 15 of each year, commencing in March 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.

    
      
        
        

      

      
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    Section
      9.27.           Merger
      or Consolidation.

     

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

     

    Section
      9.28.           Resignation
      of Master Servicer.

     

    Except
      as
      otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer shall
      not resign from the obligations and duties hereby imposed on it unless it or
      the
      Trustee determines that the Master Servicer’s duties hereunder are no longer
      permissible under applicable law or are in material conflict by reason of
      applicable law with any other activities carried on by it and cannot be cured.
      Any such determination permitting the resignation of the Master Servicer shall
      be evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Trustee and the NIMS Insurer. No such resignation shall become
      effective until a period of time not to exceed 90 days after the Trustee and
      the
      NIMS Insurer receives written notice thereof from the Master Servicer and until
      the Trustee shall have assumed, or a successor master servicer shall have been
      appointed by the Trustee, such successor master servicer being acceptable to
      the
      NIMS Insurer, and until such successor shall have assumed, the Master Servicer’s
      responsibilities and obligations under this Agreement. Notice of such
      resignation shall be given promptly by the Master Servicer and the Depositor
      to
      the Trustee.

     

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

     

    Except
      as
      expressly provided herein, the Master Servicer shall not assign or transfer
      any
      of its rights, benefits or privileges hereunder to any other Person, or delegate
      to or subcontract with, or authorize or appoint any other Person to perform
      any
      of the duties, covenants or obligations to be performed by the Master Servicer
      hereunder; provided, however, that the Master Servicer shall have the right
      without the prior written consent of the Trustee or the Depositor to delegate
      or
      assign to or subcontract with or authorize or appoint an Affiliate of the Master
      Servicer to perform and carry out any duties, covenants or obligations to be
      performed and carried out by the Master Servicer hereunder. In no case, however,
      shall any such delegation, subcontracting or assignment to an Affiliate of
      the
      Master Servicer relieve the Master Servicer of any liability hereunder. Notice
      of such permitted assignment shall be given promptly by the Master Servicer
      to
      the Depositor and the Trustee. If, pursuant to any provision hereof, the duties
      of the Master Servicer are transferred to a successor master servicer, the
      entire amount of the Master Servicing Fees and other compensation payable to
      the
      Master Servicer pursuant hereto, including amounts payable to or permitted
      to be
      retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof,
      shall thereafter be payable to such successor master servicer.

    
      
        
        

      

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
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    Section
      9.31.           Indemnification;
      Third Party Claims.

     

    The
      Master Servicer agrees to indemnify the Depositor, the Sponsor, the Certificate
      Registrar, the Paying Agent and the Trustee (and each of their respective
      directors, officers, employees and agents) and hold each of them harmless
      against any and all claims, losses, penalties, fines, forfeitures, reasonable
      legal fees and related costs, judgments, and any other costs, liability, fees
      and expenses that the Depositor, the Sponsor, the Certificate Registrar, the
      Paying Agent or the Trustee may sustain 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 of advised of the
      possibility of such damages, (b) any material misstatement or omission on any
      information, data, or materials provided by the Master Servicer, or (c) the
      negligence, bad faith or willful misconduct of the Master Servicer in connection
      with its performance hereunder. The Depositor, the Sponsor, the Certificate
      Registrar, the Paying Agent and the Trustee shall immediately notify the Master
      Servicer if a claim is made by a third party with respect to this Agreement
      or
      the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to
      indemnification hereunder, whereupon the Master Servicer shall assume the
      defense of any such claim and pay all expenses in connection therewith,
      including counsel fees, and promptly pay, discharge and satisfy any judgment
      or
      decree which may be entered against it or them in respect of such claim. This
      indemnification shall survive the termination of this Agreement or the
      termination of the Master Servicer as a party to this Agreement.

     

    Section
      9.32.           Special
      Servicing of Delinquent Mortgage Loans.

     

    If
      permitted under the terms of any Servicing Agreement, the Seller may appoint,
      pursuant to the terms of such Servicing Agreement and with the written consent
      of the Depositor, the Master Servicer, the Trustee and the NIMS Insurer, a
      Special Servicer to special service any Distressed Mortgage Loans. Any
      applicable Termination Fee related to the termination of the Servicer and the
      appointment of any Special Servicer shall be paid by the Seller. Any fees paid
      to any such Special Servicer shall not exceed the General Servicing Fee
      Rate.

    
      
        
        

      

      
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    Section
      9.33.           Allocation
      to Related Mortgage Pool.
      

     

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

     

    ARTICLE
      X.


     

    REMIC
      ADMINISTRATION

     

    Section
      10.01.           REMIC
      Administration.

     

    (a)           REMIC
      elections as set forth in the Preliminary Statement and this Section 10.01
      shall
      be made on Forms 1066 or other appropriate federal tax or information return
      for
      the taxable year ending on the last day of the calendar year in which the
      Certificates are issued. The regular interests and residual interest in each
      REMIC shall be as designated in the Preliminary Statement and this Section
      10.01. For purposes of such designations, the interest rate of any regular
      interest that is computed by taking into account the weighted average of the
      Net
      Mortgage Rates of the Mortgage Loans shall be reduced to take into account
      any
      expense paid by the Trust to the extent that (i) such expense was not taken
      into
      account in computing the Net Mortgage Rate of any Mortgage Loan, (ii) such
      expense does not constitute an “unanticipated expense” of a REMIC within the
      meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) and (iii) the amount
      of such expense was not taken into account in computing the interest rate of
      a
      more junior Class of regular interests.

     

    (b)           The
      Closing Date is hereby designated as the “Startup Day” of each REMIC within the
      meaning of section 860G(a)(9) of the Code. The latest possible maturity date
      for
      purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible
      Maturity Date.

     

    (c)           The
      Trustee shall represent the Trust Fund in any administrative or judicial
      proceeding relating to an examination or audit by any governmental taxing
      authority with respect thereto. The Trustee shall pay any and all tax related
      expenses (not including taxes) of each REMIC and Grantor Trust, including but
      not limited to any professional fees or expenses related to audits or any
      administrative or judicial proceedings with respect to such REMIC or Grantor
      Trust that involve the Internal Revenue Service or state tax authorities, but
      only to the extent that (i) such expenses are ordinary or routine expenses,
      including expenses of a routine audit but not expenses of litigation (except
      as
      described in (ii)); or (ii) such expenses or liabilities (including taxes and
      penalties) are attributable to the negligence or willful misconduct of the
      Trustee in fulfilling its duties hereunder (including its duties as tax return
      preparer). The Trustee shall be entitled to reimbursement from the Certificate
      Account of the expenses to the extent (x) provided in clause (i) above and
      (y)
      with respect to each REMIC, such expenses are “unanticipated expenses” within
      the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). Any reimbursement
      described in the preceding sentence shall be allocated and limited to
      collections or other recoveries on the related Mortgage Pool and shall be
      accounted for in such manner.

     

    (d)           The
      Trustee shall prepare, the Trustee shall sign, and the Trustee will file, all
      of
      each REMIC’s federal and state tax and information returns as such REMIC’s
      direct representative. The Trustee shall prepare, sign and file all of the
      tax
      or information returns in respect of each Grantor Trust. The Trustee shall
      comply with such requirement by filing Form 1041. The expenses of preparing
      and
      filing such returns shall be borne by the Trustee.

    
      
        
        

      

      
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    (e)           The
      Trustee or its designee shall perform on behalf of the Trust Fund and each
      REMIC
      and Grantor Trust all reporting and other tax compliance duties that are the
      responsibility of the Trust Fund or such REMIC or Grantor Trust under the Code,
      the REMIC Provisions, or other compliance guidance issued by the Internal
      Revenue Service or any state or local taxing authority. Among its other duties,
      if required by the Code, the REMIC Provisions, or other such guidance, the
      Trustee shall provide (i) to the Treasury or other governmental authority such
      information as is necessary for the application of any tax relating to the
      transfer of a Residual Certificate to any disqualified person or organization
      pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in
      Section 860E(e)(3) of the Code and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC
      Provisions.

     

    (f)           The
      Trustee, the Master Servicer and the Holders of Certificates shall take any
      action, within their respective control and scope of their duties, or cause
      any
      REMIC to take any action necessary to create or maintain the status of any
      REMIC
      as a REMIC under the REMIC Provisions and shall assist each other as necessary
      to create or maintain such status. Neither the Trustee, the Master Servicer
      nor
      the Holder of any Residual Certificate shall knowingly take any action, cause
      any REMIC to take any action or fail to take (or fail to cause to be taken)
      any
      action, within their respective control and scope of their duties, that, under
      the REMIC Provisions, if taken or not taken, as the case may be, could result
      in
      an Adverse REMIC Event unless the Trustee, the NIMS Insurer and the Master
      Servicer have received an Opinion of Counsel (at the expense of the party
      seeking to take such action) to the effect that the contemplated action will
      not
      result in an Adverse REMIC Event. In addition, prior to taking any action with
      respect to any REMIC or the assets therein, or causing any REMIC to take any
      action, which is not expressly permitted under the terms of this Agreement,
      any
      Holder of a Residual Certificate will consult with the Trustee, the NIMS
      Insurer, the Master Servicer or their respective designees, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any REMIC, and no such Person shall take any such action or cause
      any
      REMIC to take any such action as to which the Trustee, the NIMS Insurer or
      the
      Master Servicer has advised it in writing that an Adverse REMIC Event could
      occur.

     

    (g)           Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      the related REMIC by federal or state governmental authorities. To the extent
      that such taxes are not paid by a Residual Certificateholder, the Trustee shall
      pay any remaining REMIC taxes out of current or future amounts otherwise
      distributable to the Holder of the Residual Certificate in any such REMIC or,
      if
      no such amounts are available, out of other amounts held in the Collection
      Account, and shall reduce amounts otherwise payable to holders of regular
      interests in any such REMIC, as the case may be.

     

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

     

    (i)           No
      additional contributions of assets shall be made to any REMIC, except as
      expressly provided in this Agreement with respect to Qualifying Substitute
      Mortgage Loans.

    
      
        
        

      

      
        -151-

        
          

        

      

      
        
        

      

    

     

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

     

    (k)           Upon
      the request of any Rating Agency or any NIMS Insurer, the Trustee shall deliver
      an Officer’s Certificate to the Rating Agency and to the NIMS Insurer stating,
      without regard to any actions taken by any party other than the Trustee, the
      Trustee’s compliance with provisions of this Section 10.01.

     

    (l)           The
      Class P Certificates shall be neither regular interests nor residual interests
      in any REMIC created hereunder. It is the intention of the parties hereto that
      the segregated pool of assets consisting of any collections of Prepayment
      Premiums related to the Mortgage Loans shall constitute a grantor trust for
      federal income tax purposes. The Trustee, by its execution and delivery hereof,
      acknowledges the assignment to it of the rights to receive such Prepayment
      Premiums and 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
      Certificates. The rights of Holders of the Class P Certificates to receive
      distributions from the proceeds of such Prepayment Premiums, and all ownership
      interests of such Holders in and to such distributions, shall be as set forth
      in
      this Agreement.

     

    (m)           REMIC
      1 shall consist of all of the assets of the Trust Fund (other than (i) the
      Lower
      Tier Interests, (ii) the grantor trusts described in Section 10.01 hereof,
      (iii)
      the Basis Risk Reserve Fund, (iv) the rights to receive Prepayment Premiums
      distributable to the Class P Certificates, (v) the Capitalized Interest Account
      and (vi) the Class X Account. The REMIC 1 Regular Interests shall be designated
      as the regular interests in REMIC 1, and the Class LT1-R Interest shall be
      designated as the sole class of residual interest in REMIC 1. Each of the REMIC
      1 Regular Interests shall have the characteristics set forth in the Preliminary
      Statement.

     

    The
      assets of REMIC 2 shall be the REMIC 1 Regular Interests. The REMIC 2 Regular
      Interests shall be designated as the regular interests in REMIC 2 and the
      Residual Interest shall be designated as the sole class of residual interest
      in
      REMIC 2. For federal income tax purposes, the interest rate on each REMIC 2
      Regular Interest (other than the Uncertificated Class X Interest) shall be
      subject to a cap equal to the REMIC Pass-Through Rate.

     

    The
      beneficial ownership of the Class LT1-R Interest and the Residual Interest
      shall
      be represented by the Class R Certificate. Neither the Class LT1-R Interest
      nor
      the Residual Interest shall have a principal balance or bear
      interest.

     

    (n)           It
      is intended that the rights of each Class of Offered Certificates to receive
      payments in respect of Excess Interest shall be treated as a right in interest
      rate cap contracts written by the holders of the Class X Certificates in favor
      of the holders of each Class of the Offered Certificates and such shall be
      accounted for as property held separate and apart from the regular interests
      in
      REMIC 2 held by the holders of the Offered Certificates. This provision is
      intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i)
      for the treatment of property rights coupled with REMIC interests to be
      separately respected and shall be interpreted consistently with such regulation.
      On each Distribution Date, to the extent that any of the Offered Certificates
      receive payments in respect of Excess Interest, such amounts will be treated
      as
      distributed by REMIC 2 to the Class X Certificates in respect of the
      Uncertificated Class X Interest pro rata and then paid to the relevant Class
      of
      Offered Certificates pursuant to the related interest cap agreement. The Trustee
      is hereby directed to perform its duties and obligations in accordance with
      this
      Section 10.01(n).

    
      
        
        

      

      
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    It
      is
      intended that the rights of each Class of Offered Certificates to receive
      payments from the Capitalized Interest Account shall be treated as a right
      in
      interest rate cap contracts written by the Depositor in favor of the holders
      of
      each Class of the Offered Certificates and such shall be accounted for as
      property held separate and apart from the regular interests in REMIC 2 held
      by
      the holders of the Offered Certificates. This provision is intended to satisfy
      the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment
      of property rights coupled with REMIC interests to be separately respected
      and
      shall be interpreted consistently with such regulation. The Trustee is hereby
      directed to perform its duties and obligations in accordance with this Section
      10.01(n).

     

    (o)           The
      parties hereto intend that the Uncertificated Class X Interest, the Basis Risk
      Reserve Fund, the right to receive payments in respect of Class X Shortfalls
      as
      set forth in Section 10.01(p) and the obligation of the holders of the Class
      X
      Certificates to pay amounts of Excess Interest to the holders of the Offered
      Certificates shall be treated as a “grantor trust” under the Code, and the
      provisions hereof shall be interpreted consistently with this intention. In
      furtherance of such intention, the Trustee shall (i) furnish or cause to be
      furnished to the holders of the Class X Certificates information regarding
      their
      allocable share, if any, of the income with respect to such grantor trust,
      (ii)
      file or cause to be filed with the Internal Revenue Service Form 1041 (together
      with any necessary attachments) and such other forms as may be applicable and
      (iii) comply with such information reporting obligations with respect to
      payments from such grantor trust to the holders of Offered Certificates as
      may
      be applicable under the Code. The Trustee is hereby directed to perform its
      duties and obligations in accordance with this Section 10.01(o).

     

    (p)           The
      excess, if any, of amounts payable with respect to the REMIC regular interests
      held by REMIC 2 over the amounts payable with respect to the REMIC 2 Regular
      Interests with respect to each Accrual Period shall, solely for purposes of
      the
      REMIC Provisions, be deemed earned by the Master Servicer as an additional
      fee,
      which amount shall be deemed paid by the Master Servicer to the holders of
      the
      Class X Certificates. It is intended that the rights of the holders of the
      Class
      X Certificates to receive such deemed payments (“Class X Shortfalls”) shall be
      treated as rights in respect of an interest rate cap contract written by the
      Master Servicer in favor of the holders of the Class X Certificates and shall
      be
      accounted for as property separate and apart from any REMIC regular interest
      represented by the Class X Certificates. This provision is intended to comply
      with the requirements of Treasury Regulations Section 1.860G-2(i) for the
      treatment of property rights coupled with regular interests to be separately
      respected and shall be interpreted consistently with such regulation. The
      holders of the Class X Certificates agree by their acceptance of such
      Certificates, that they will take tax reporting positions that allocate no
      more
      than a nominal value to the right to receive deemed payments in respect of
      Class
      X Shortfalls. The Master Servicer and Trustee shall agree to take tax reporting
      positions consistent with the allocations by the holders of the Class X
      Certificates of no more than a nominal value to the right to receive deemed
      payments in respect of Class X Shortfalls. For information reporting purposes,
      it will be assumed that such rights have no value. Each payment deemed made
      to
      the Class X Certificates in respect of Class X Shortfalls shall be treated
      for
      federal income tax purposes or having been paid to the Master Servicer as an
      additional servicing fee and then paid by the Master Servicer to the Holders
      of
      the Class X Certificates. The Trustee and Master Servicer agree and each holder
      or beneficial owner of a Class X Certificate agrees, by virtue of its
      acquisition of such Certificate or beneficial interest, to adopt tax reporting
      positions consistent with the payments deemed made to the Class X Certificates
      in respect of Class X Shortfalls as payments in respect of interest rate cap
      agreements written by the Master Servicer. The Trustee is hereby directed to
      perform its duties and obligations in accordance with this Section
      10.01(p).

    
      
        
        

      

      
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    (q)           Payments
      in the nature of expenses, reimbursements and indemnifications made from the
      Trust Fund shall be allocated and limited to collections or other recoveries
      on
      the related Mortgage Pool or Mortgage Pools (if applicable) and shall be
      accounted for in such manner.

     

    (r)           The
      Trustee shall treat the Class X Account as an outside reserve fund within the
      meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder of the
      Class C Certificates and that is not an asset of any REMIC.

     

    (s)           REMIC
      1: On each Distribution Date, the Trustee shall first pay or charge as an
      expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date.
      All payments of principal and interest at the Net Mortgage Rate on each of
      the
      Mortgage Loans received with respect to the Mortgage Loans shall be paid to
      the
      REMIC 1 Regular Interests until the principal balance of all such interests
      have
      been reduced to zero and any losses allocated to such interests have been
      reimbursed. Any excess amounts shall be distributed to the Class LT1-R
      Interest.

     

    On
      each
      Distribution Date,

     

    (i)           interest
      shortfalls with respect to the Mortgage Loans (other than interest shortfalls
      attributable to Negative Amortization) shall be allocated to the REMIC 1 Regular
      Interests pro rata based on the interest otherwise accrued thereon;

     

    (ii)           the
      principal balance of each REMIC 1 Regular Interest shall be increased by the
      amount of interest accrued thereon (net of interest shortfalls allocated thereto
      pursuant to the immediately preceding clause (i));

     

    (iii)           50%
      of the cash received by REMIC 1 with respect to the Mortgage Loans shall be
      distributed to, and 50% of losses with respect to the Mortgage Loans shall
      be
      allocated to, the REMIC 1II Marker Classes and the Class LT1-XII Interest in
      reduction of their principal amounts as follows:

     

    first,
      to each
      of the REMIC 1II Marker Classes ending with the designation “B”, so that its
      principal balance is as close as possible to .0005% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans in the Related Mortgage
      Pool;

     

    second,
      to each
      of the REMIC 1II Marker Classes ending with the designation “A”, so that its
      principal balance is as close as possible to .0005% of the excess
      of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the
      Related Mortgage Pool over (y) the aggregate principal amounts of the Classes
      of
      Certificates in the Related Certificate Group after giving effect to
      distributions and allocations on such Distribution Date (provided that the
      REMIC
      1 Subordinated Balance Ratio is maintained);
      and

    
      
        
        

      

      
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    third,
      to the
      Class LT1-XII Interest, all remaining amounts;

     

    (iv)           50%
      of the cash received by REMIC 1 with respect to the Mortgage Loans shall be
      distributed to, and 50% of losses with respect to the Mortgage Loans shall
      be
      allocated to, the REMIC 1I Marker Classes and the Class LT1-XI Interest in
      reduction of their principal amounts sequentially as follows:

     

    (a)           to
      the Class LT1-M11 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (b)           to
      the Class LT1-M9 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (c)           to
      the Class LT1-M8 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (d)           to
      the Class LT1-M10 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (e)           to
      the Class LT1-M7 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (f)           to
      the Class LT1-M6 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (g)           to
      the Class LT1-M5 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (h)           to
      the Class LT1-M4 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (i)           to
      the Class LT1-M3 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

    
      
        
        

      

      
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    (j)           to
      the Class LT1-M2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (k)           to
      the Class LT1-M1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (l)           to
      the Class LT1-3A4 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (m)           to
      the Class LT1-1A2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (n)           to
      the Class LT1-2A3 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (o)           to
      the Class LT1-3A3B Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (p)           to
      the Class LT1-2A2 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (q)           to
      the Class LT1-3A5 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (r)           to
      the Class LT1-3A3A Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (s)           to
      the Class LT1-3A2B Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (t)           to
      the Class LT1-1A1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (u)           to
      the Class LT1-2A1 Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

    
      
        
        

      

      
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    (v)           to
      the Class LT1-3A2A Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (w)           to
      the Class LT1-3A1B Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class;

     

    (x)           to
      the Class LT1-3A1A Interest in reduction of its principal balance so that its
      principal balance is as close as possible to 25% of the principal balance of
      its
      Corresponding Class; and

     

    (y)           to
      the Class LT1-XI Interest in reduction of its principal balance so that its
      principal balance is as close as possible to the sum of (x) 25% of the aggregate
      Scheduled Principal Balance of the Mortgage Loans and (y) 25% of the
      Overcollateralization Amount.

     

    If
      on any
      Distribution Date there is an increase in the Certificate Principal Amount
      of
      any Offered Certificate as a result of the proviso in the definition of
      Certificate Principal Amount, then there shall be a corresponding increase
      in
      the principal amount of the REMIC 1 Regular Interests allocated as
      follows:

     

    (a)           50%
      of such increase shall be allocated among the REMIC 1II Marker Classes and
      the
      Class LT1-XII Interest as follows:

     

    first,
      to each
      of the REMIC 1II Marker Classes ending with the designation “B”, so that its
      principal balance is as close as possible to .0005% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans in the Related Mortgage
      Pool;

     

    second,
      to each
      of the REMIC 1II Marker Classes ending with the designation “A”, so that its
      principal balance is as close as possible to .0005% of the excess of (x) the
      aggregate Scheduled Principal Balance of the Mortgage Loans in the Related
      Mortgage Pool over (y) the aggregate principal amounts of the Classes of
      Certificates in the Related Certificate Group after giving effect to
      distributions and allocations on such Distribution Date (provided that the
      REMIC
      1 Subordinated Balance Ratio is maintained); and

     

    third,
      to the
      Class LT1-XII Interest, all remaining amounts; and

     

    (b)           50%
      of such increase shall be allocated among the REMIC 1I Marker Classes and the
      Class LT1-XI Interest as follows:

     

    first,
      to each
      of the REMIC 1I Marker Classes so that the principal balance of each such
      interest is as close as possible to 25% of the principal balance of its
      Corresponding Class; and

     

    second,
      to the
      Class LT1-XI Interest so that the principal balance of such interest is as
      close
      as possible to the sum of (x) 25% of the aggregate Scheduled Principal Balance
      of the Mortgage Loans and (y) 25% of the Overcollateralization
      Amount.

    
      
        
        

      

      
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    (t)           Notwithstanding
      the priority and sources of payments set forth in Article 5 hereof or otherwise,
      the Trustee shall account for all distributions with respect to a Class of
      Certificates in amounts that differ from those payable pursuant to the regular
      interest in REMIC 2 corresponding to such Class as amounts paid or received
      (as
      appropriate) pursuant to the interest rate cap contracts or notional principal
      contracts provided for in this Section. In no event shall any such amounts
      be
      treated as payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860G(a)(1).

     

    Section
      10.02.           Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Master Servicer or the Trustee shall sell, dispose of, or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of the REMIC holding such Mortgage Loan pursuant to
      Article VII of this Agreement, (iv) a substitution pursuant to Article II of
      this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II
      of
      this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of
      any
      investments in the Certificate Account for gain, nor accept any contributions
      to
      any REMIC after the Closing Date, unless it has received an Opinion of Counsel
      (at the expense of the party causing such sale, disposition, or substitution),
      a
      copy of which shall be provided to any NIMS Insurer, that such disposition,
      acquisition, substitution, or acceptance will not (a) result in an Adverse
      REMIC
      Event, (b) affect the distribution of interest or principal on the Certificates,
      or (c) result in the encumbrance of the assets transferred or assigned to the
      Trust Fund (except pursuant to the provisions of this Agreement).

     

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

     

    Upon
      the
      occurrence of an Adverse REMIC Event due to the negligent performance by the
      Trustee of its duties and obligations set forth herein, the Trustee shall
      indemnify the NIMS Insurer, the Holder of the related Residual Certificate
      or
      the Trust Fund, as applicable, against any and all losses, claims, damages,
      liabilities or expenses (“Losses”) resulting from such negligence; provided,
      however, that the Trustee shall not be liable for any such Losses attributable
      to the action or inaction of the Master Servicer, the Depositor, the Class
      X or
      Class R Certificateholder, as applicable, nor for any such Losses resulting
      from
      misinformation provided by the Holder of such Residual Certificate on which
      the
      Trustee has relied. The foregoing shall not be deemed to limit or restrict
      the
      rights and remedies of the Holder of such Residual Certificate now or hereafter
      existing at law or in equity. Notwithstanding the foregoing, however, in no
      event shall the Trustee have any liability (1) for any action or omission that
      is taken in accordance with and in compliance with the express terms of, or
      which is expressly permitted by the terms of, this Agreement or any Servicing
      Agreement, (2) for any Losses other than arising out of a negligent performance
      by the Trustee of its duties and obligations set forth herein, and (3) for
      any
      special or consequential damages to Certificateholders (in addition to payment
      of principal and interest on the Certificates).

     

    Section
      10.04.           REO
      Property.

     

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

    
      
        
        

      

      
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    (b)           The
      Master Servicer shall cause the applicable Servicer (to the extent provided
      in
      the related Servicing Agreement) to make reasonable efforts to sell any REO
      Property for its fair market value. In any event, however, the Master Servicer
      shall, or shall cause the applicable Servicer to, dispose of any REO Property
      within three years of its acquisition by the Trust Fund unless the Master
      Servicer has received a grant of extension from the Internal Revenue Service
      to
      the effect that, under the REMIC Provisions, the REMIC may hold REO Property
      for
      a longer period without causing an Adverse REMIC Event. If the Master Servicer
      has received such an extension, then the Master Servicer, acting on the
      Trustee’s behalf hereunder, shall, or shall cause the Servicer to, continue to
      attempt to sell the REO Property for its fair market value for such period
      longer than three years as such extension permits (the “Extended Period”). If
      the Master Servicer has not received such an extension and the Master Servicer
      or the applicable Servicer, acting on behalf of the Trustee hereunder, is unable
      to sell the REO Property within 33 months after its acquisition by the Trust
      Fund or if the Master Servicer has received such an extension, and the Master
      Servicer or such Servicer is unable to sell the REO Property within the period
      ending three months before the close of the Extended Period, the Master Servicer
      shall cause such Servicer, before the end of the three year period or the
      Extended Period, as applicable, to (i) purchase such REO Property at a price
      equal to the REO Property’s fair market value or (ii) auction the REO Property
      to the highest bidder (which may be such Servicer) in an auction reasonably
      designed to produce a fair price prior to the expiration of the three year
      period or the Extended Period, as the case may be.

     

    ARTICLE
      XI.


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01.           Binding
      Nature of Agreement; Assignment.

     

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

     

    Section
      11.02.           Entire
      Agreement.

     

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

    
      
        
        

      

      
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    Section
      11.03.           Amendment.

     

    (a)           This
      Agreement may be amended from time to time by the Depositor, the Master Servicer
      and the Trustee, with the consent of the NIMS Insurer and without notice to
      or
      the consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause
      the
      provisions herein to conform to or be consistent with or in furtherance of
      the
      statements made with respect to the Certificates, the Trust Fund or this
      Agreement in any Offering Document, or to correct or supplement any provision
      herein which may be inconsistent with any other provisions herein or with the
      provisions of any Servicing Agreement, (iii) to make any other provisions with
      respect to matters or questions arising under this Agreement or (iv) to add,
      delete, or amend any provisions to the extent necessary or desirable to comply
      with any requirements imposed by the Code and the REMIC Provisions. No such
      amendment effected pursuant to the preceding sentence shall, as evidenced by
      an
      Opinion of Counsel, result in an Adverse REMIC Event, nor shall such amendment
      effected pursuant to clause (iii) of such sentence adversely affect in any
      material respect the interests of any Holder. Prior to entering into any
      amendment without the consent of Holders pursuant to this paragraph, the Trustee
      and the NIMS Insurer shall be provided with an Opinion of Counsel addressed
      to
      the Trustee and the NIMS Insurer (at the expense of the party requesting such
      amendment) to the effect that such amendment is permitted under this Section.
      Any such amendment shall be deemed not to adversely affect in any material
      respect any Holder, if the Trustee and the NIMS Insurer receive written
      confirmation from each Rating Agency that such amendment will not cause such
      Rating Agency to reduce the then current rating assigned to the Certificates
      (and any Opinion of Counsel requested by the Trustee in connection with any
      such
      amendment may rely expressly on such confirmation as the basis
      therefor)

     

    (b)           This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the NIMS Insurer and the Trustee with the consent of the Holders
      of
      not less than 66 2/3% of the Class Principal Amount or Class Notional Amount
      (or
      Percentage Interest) of each Class of Certificates affected thereby for the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Agreement or of modifying in any manner the rights
      of
      the Holders; provided, however, that no such amendment shall be made unless
      the
      Trustee receives an Opinion of Counsel addressed to the Trustee and the NIMS
      Insurer, at the expense of the party requesting the change, that such change
      will not cause an Adverse REMIC Event; and provided further, that no such
      amendment may (i) reduce in any manner the amount of, or delay the timing of,
      payments received on Mortgage Loans which are required to be distributed on
      any
      Certificate, without the consent of the Holder of such Certificate or (ii)
      reduce the aforesaid percentages of Class Principal Amount (or Percentage
      Interest) of Certificates of each Class, the Holders of which are required
      to
      consent to any such amendment without the consent of the Holders of 100% of
      the
      Class Principal Amount or Class Notional Amount (or Percentage Interest) of
      each
      Class of Certificates affected thereby. For purposes of this paragraph,
      references to “Holder” or “Holders” shall be deemed to include, in the case of
      any Class of Book-Entry Certificates, the related Certificate
      Owners.

     

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

    
      
        
        

      

      
        -160-

        
          

        

      

      
        
        

      

    

     

    (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 and the Trustee to
      the
      extent necessary, in the judgment of the Depositor and its counsel, to comply
      with the Rules, Regulation AB and any related rules and
      regulations.

     

    Section
      11.04.           Voting
      Rights.

     

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

     

    Section
      11.05.           Provision
      of Information.

     

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

     

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

    
      
        
        

      

      
        -161-

        
          

        

      

      
        
        

      

    

     

    (c)           On
      each Distribution Date, the Trustee shall make available on its website or
      otherwise deliver to the Depositor a copy of the report delivered to
      Certificateholders pursuant to Section 4.03.

     

    Section
      11.06.           Governing
      Law.

     

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

     

    Section
      11.07.           Notices.

     

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given when received by (a) in the case of the
      Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue, 7th
      Floor, New York, New York 10019, Attention: Mortgage Finance, LXS 2006-GP4,
      (b)
      in the case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh Avenue,
      7th Floor, New York, New York 10019, Attention: Mortgage Finance, LXS 2006-GP4,
      (c) in the case of the Trustee, U.S. Bank National Association, One Federal
      Street, Boston, M.A. 02110, Attention: Corporate Trust Services, (d) in the
      case
      of the NIMS Insurer, if any, as set forth in the Indenture and (e) in the case
      of the Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows Drive,
      Littleton, Colorado 80124; Attention: Master Servicing, LXS 2006-GP4. All
      demands, notices and communications to a party hereunder shall be in writing
      and
      shall be deemed to have been duly given when delivered to such party at the
      relevant address, facsimile number or electronic mail address set forth above
      or
      at such other address, facsimile number or electronic mail address as such
      party
      may designate from time to time by written notice in accordance with this
      Section 11.07.

     

    Section
      11.08.           Severability
      of Provisions.

     

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

     

    Section
      11.09.           Indulgences;
      No Waivers.

     

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

    
      
        
        

      

      
        -162-

        
          

        

      

      
        
        

      

    

     

    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,
      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 11.15.

     

    Section
      11.12.           Special
      Notices to the Rating Agencies and NIMS Insurer.

     

    (a)           (2)           The
      Depositor shall give prompt notice to the Rating Agencies and the NIMS Insurer
      of the occurrence of any of the following events of which it has
      notice:

     

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

     

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

     

    (iv)           the
      occurrence of any Event of Default described in Section 6.14;

     

    (v)           any
      notice of termination given to the Master Servicer pursuant to Section 6.14
      and
      any resignation of the Master Servicer hereunder;

     

    (vi)           the
      appointment of any successor to any Master Servicer pursuant to Section
      6.14;

     

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

     

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

     

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

     

    If
      to
      Moody’s, to:

     

    Moody’s
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10007

    Attention:
      Residential Mortgages

    
      
        
        

      

      
        -163-

        
          

        

      

      
        
        

      

    

     

    If
      to
      S&P, to:

     

    Standard
      & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc.

    55
      Water
      Street

    New
      York,
      New York 10014

    Attention:
      Residential Mortgages

     

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

     

    Section
      11.13.           Conflicts.

     

    To
      the
      extent that the terms of this Agreement conflict with the terms of any Servicing
      Agreement, such Servicing Agreement shall govern unless such provisions shall
      adversely affect the Trustee, the Trust Fund or the status of any REMIC created
      hereunder as a REMIC, provided that nothing in this Section 11.13 shall be
      construed to limit the rights or obligations of the Master Servicer under
      Section 9.05 of this Agreement.

     

    Section
      11.14.           Counterparts.

     

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

     

    Section
      11.15.           Transfer
      of Servicing.

     

    The
      Seller agrees that it shall provide written notice to the Master Servicer,
      the
      NIMS Insurer and the Trustee thirty days prior to any proposed transfer or
      assignment by the Seller of its rights under any Servicing Agreement or of
      the
      servicing thereunder from time to time with respect to any Mortgage Loan or
      group of Mortgage Loans, or delegation of its rights or duties thereunder or
      any
      portion thereof to any other Person other than the initial Servicer under such
      Servicing Agreement; provided, however, that the Seller shall not be required
      to
      provide prior notice of any transfer of servicing that occurs within three
      months following the Closing Date to an entity that is a Servicer on the Closing
      Date. In addition, the ability of the Seller to transfer or assign its rights
      and delegate its duties under a Servicing Agreement or to transfer the servicing
      thereunder, from time to time with respect to any Mortgage Loan or group of
      Mortgage Loans, to a successor servicer shall be subject to the following
      conditions:

     

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

     

    (ii)           Receipt
      of the written consent of the NIMS Insurer, such consent not to be unreasonably
      withheld;

     

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

     

    (iv)           Such
      successor servicer must satisfy the seller/servicer eligibility standards in
      the
      applicable Servicing Agreement, exclusive of any experience in mortgage loan
      origination and must be reasonably acceptable to the Master Servicer, whose
      approval shall not be unreasonably withheld;

    
      
        
        

      

      
        -164-

        
          

        

      

      
        
        

      

    

     

    (v)           Such
      successor servicer must execute and deliver to the Trustee and the Master
      Servicer an agreement, in form and substance reasonably satisfactory to the
      Trustee and the Master Servicer, that contains an assumption by such successor
      servicer of the due and punctual performance and observance of each covenant
      and
      condition to be performed and observed by the applicable Servicer under the
      related Servicing Agreement or such successor servicer shall execute and deliver
      to the Trustee and Master Servicer a servicing agreement which contains
      customary and reasonable servicing provisions and which will not cause either
      Rating Agency to qualify, withdraw or downgrade the then-current rating of
      any
      of the Certificates or, (i) in the case of a transfer of servicing to a party
      that is already a Servicer pursuant to this Agreement, an agreement to add
      the
      related Mortgage Loans to the Servicing Agreement already in effect with such
      Servicer and (ii) in the case of a transfer of servicing to a Special Servicer
      pursuant to Section 9.32 herein, a special servicing agreement in the form
      of
      that attached to the applicable Servicing Agreement;

     

    (vi)           If
      the successor servicer is not a Servicer of Mortgage Loans at the time of the
      transfer, there must be delivered to the Trustee and the Master Servicer a
      letter from each Rating Agency to the effect that such transfer of servicing
      will not result in a qualification, withdrawal or downgrade of the then-current
      rating of any of the Certificates; and

     

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

    
      
        
        

      

      
        -165-

        
          

        

      

      
        
        

      

    

     

    Section
      11.16.           Third
      Party Rights.

     

    The
      NIMS
      Insurer shall be deemed a third-party beneficiary of this Agreement to the
      same
      extent as if it were a party hereto, and shall have the right to enforce the
      provisions of this Agreement.

     

    [SIGNATURE
      PAGE IMMEDIATELY FOLLOWS]

     

    


     

     

     

    
 

    
      
        
        

      

      
        -166-

        
          

        

      

      
        
        

      

    



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

     

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor

     

    By:__________________________________

    Name:
      Michael C. Hitzmann

    Title:
      Senior Vice President

     

    


     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    not
      in
      its individual capacity, but solely

    as
      Trustee

     

    By:__________________________________

    Name:

    Title:

     

    


     

    AURORA
      LOAN SERVICES LLC,
as
      Master
      Servicer

     

    By:__________________________________

    Name:

    Title:

    


    


    Solely
      for purposes of Section 11.15,

    accepted
      and agreed to by:

     

    LEHMAN
      BROTHERS HOLDINGS INC.

     

    By:_______________________________

    Name:

    Title:
      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

     

    FORMS
      OF
      CERTIFICATES

     

    [INTENTIONALLY
      OMITTED]

     

     

     

    
 


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-1

     

    FORM
      OF
      INITIAL CERTIFICATION

     

    Date

     

    U.S.
      Bank
      National Association

    One
      Federal Street

    Boston,
      M.A. 02110

    Attention:
      Corporate Trust Services

     

    Aurora
      Loan Services LLC, as Master Servicer

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

     

    Structured
      Asset Securities Corporation, as Depositor

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2006-GP4

     

    [NIMS
      Insurer, if applicable]

    

      
        	 	
                Re:

              	
                Trust
                  Agreement dated as of July 1, 2006 (the “Trust Agreement”), by and among
                  Structured Asset Securities Corporation, as Depositor, Aurora Loan
                  Services LLC, as Master Servicer and U.S. Bank National Association,
                  as
                  Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                  Certificates, Series
                  2006-GP4

              


      

    

     

    Ladies
      and Gentlemen:

     

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

     

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

     

    [Custodian]

     

    By:_____________________________________

    Name:

    Title:



    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-2

     

    FORM
      OF
      INTERIM CERTIFICATION

     

    Date

    U.S.
      Bank
      National Association

    One
      Federal Street

    Boston,
      M.A. 02110

    Attention:
      Corporate Trust Services

     

    Aurora
      Loan Services LLC, as Master Servicer

    
      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

    

    Structured
      Asset Securities Corporation, as Depositor

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2006-GP4

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              Re:

            	
              Trust
                Agreement dated as of July 1, 2006 (the “Trust Agreement”), by and among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer and U.S. Bank National Association,
                as
                Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                Certificates, Series
                2006-GP4

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(b) of the Trust Agreement, the undersigned, as
      Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule
      I
      hereto) it (or its custodian) has received the applicable documents listed
      in
      Section 2.01(b) of the Trust Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
      Agreement and has determined that each such document appears regular on its
      face
      and appears to relate to the Mortgage Loan identified in such
      document.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said Trust Agreement including, but not limited to, Section
      2.02(b).

     

    [Custodian]

     

    By:_____________________________________

    Name:

    Title:



    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-3

     

    FORM
      OF
      FINAL CERTIFICATION

     

    Date

    U.S.
      Bank
      National Association

    One
      Federal Street

    Boston,
      M.A. 02110

    Attention:
      Corporate Trust Services

     

    Aurora
      Loan Services LLC, as Master Servicer

    
      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

    

     

    Structured
      Asset Securities Corporation, as Depositor

    745
      Seventh Avenue, 7th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LXS 2006-GP4

     

    [NIMS
      Insurer, if applicable]

     

    
      	 	
              Re:

            	
              Trust
                Agreement dated as of July 1, 2006 (the “Trust Agreement”), by and among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer and U.S. Bank National Association,
                as
                Trustee with respect to Lehman XS Trust Mortgage Pass-Through
                Certificates, Series
                2006-GP4

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(d) of the Trust Agreement, the undersigned, as
      Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on Schedule I hereto) it (or its custodian) has received the
      applicable documents listed in Section 2.01(b) of the Trust
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified in the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed in Section 2.01(b) of the Trust
      Agreement and has determined that each such document appears to be complete
      and,
      based on an examination of such documents, the information set forth in items
      (i) through (vi) of the Mortgage Loan Schedule is correct.

     

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

     

    [Custodian]

     

    By:_____________________________________

    Name:

    Title:

    



    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-4

     

    FORM
      OF
      ENDORSEMENT

     

    Pay
      to
      the order of U.S. Bank National Association, as trustee (the “Trustee”), under a
      Trust Agreement dated as of July 1, 2006, among Structured Asset Securities
      Corporation, as depositor, Aurora Loan Services LLC, as master servicer, and
      the
      Trustee, relating to Lehman XS Trust Mortgage Pass-Through Certificates, Series
      2006-GP4, without recourse.

     

    __________________________________

    [current
      signatory on note]

     

    By:_______________________________

    Name:

    Title:

     

    



    
      
        
        

      

      
        B-4-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

     

    REQUEST
      FOR RELEASE OF DOCUMENTS AND RECEIPT

     

    Date

     

    [Addressed
      to Trustee

    or,
      if
      applicable, Custodian]

     

    In
      connection with the administration of the mortgages held by you as Trustee
      under
      a certain Trust Agreement dated as of July 1, 2006 by and among Structured
      Asset
      Securities Corporation, as Depositor, U.S. Bank National Association, as
      Trustee, and Aurora Loan Services LLC, as Master Servicer (the “Trust
      Agreement”), the undersigned Servicer hereby requests a release of the Mortgage
      File held by you as Trustee with respect to the following described Mortgage
      Loan for the reason indicated below.

     

    Mortgagor’s
      Name:

     

    Address:

     

    Loan
      No.:

     

    Reason
      for requesting file:

     

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              The
                Mortgage Loan is being foreclosed.

            


    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

            	
              Mortgage
                Loan repurchased. (The Servicer hereby certifies that the applicable
                Purchase Price has been credited to the Certificate Account pursuant
                to
                the Trust Agreement.)

            


    

     

    
      	
              (5)

            	
              Other.
                (Describe)

            


    

     

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

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

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

     

    [Name
      of
      Servicer]

     

    By:__________________________________

    Name:

    Title:
      Servicing Officer

     

    


     

     

    
 

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D 1

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

    

      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

    

     

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

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

     

    2.     That
      the Purchaser’s Taxpayer Identification Number is [ ].

     

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

     

    4.     That
      the Purchaser is not, and on _______________ [date of transfer] will not be,
      an
      employee benefit plan or other arrangement subject to Title I of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), a plan subject to
      Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or a
      plan subject to any provisions under any federal, state, local, non-U.S. or
      other laws or regulations that are substantively similar to the foregoing
      provisions of ERISA or the Code (collectively, a “Plan”), and is not directly or
      indirectly acquiring a Residual Certificate for, on behalf of or with any assets
      of any such Plan.

     

    5.     That
      the Purchaser hereby acknowledges that under the terms of the Trust Agreement
      (the “Agreement”) by and among Structured Asset Securities Corporation, as
      Depositor, Aurora Loan Services LLC, as Master Servicer, and U.S. Bank National
      Association, as Trustee, dated as of July 1, 2006, relating to Lehman XS Trust
      Mortgage Pass-Through Certificates, Series 2006-GP4, no transfer of the Residual
      Certificates shall be permitted to be made to any person unless the Depositor
      and Trustee have received a certificate from such transferee containing the
      representations in paragraphs 3 and 4 hereof.

    
      
        
        

      

      
        D-1-1

        
          

        

      

      
        
        

      

    

     

    6.     That
      the Purchaser does not hold REMIC residual securities as nominee to facilitate
      the clearance and settlement of such securities through electronic book entry
      changes in accounts of participating organizations (such entity, a “Book-Entry
      Nominee”).

     

    7.     That
      the Purchaser does not have the intention to impede the assessment or collection
      of any federal, state or local taxes legally required to be paid with respect
      to
      such Residual Certificate, and that the Purchaser has provided financial
      statements or other financial information requested by the transferor in
      connection with the transfer of the Residual Certificate in order to permit
      the
      transferor to assess the financial capability of the Purchaser to pay such
      taxes.

     

    8.     That
      the Purchaser will not transfer a Residual Certificate to any person or entity
      (i) as to which the Purchaser has actual knowledge that the requirements set
      forth in paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied
      or
      that the Purchaser has reason to believe does not satisfy the requirements
      set
      forth in paragraph 7 hereof, and (ii) without obtaining from the prospective
      Purchaser an affidavit substantially in this form and providing to the Trustee
      a
      written statement substantially in the form of Exhibit D-2 to the
      Agreement.

     

    9.     That
      the Purchaser understands that, as the holder of a Residual Certificate, the
      Purchaser may incur tax liabilities in excess of any cash flows generated by
      the
      interest and that it intends to pay taxes associated with holding such Residual
      Certificate as they become due.

     

    10.     That
      the Purchaser (i) is not a Non U.S. Person or (ii) is a Non U.S. Person that
      holds a Residual Certificate in connection with the conduct of a trade or
      business within the United States and has furnished the transferor and the
      Trustee with an effective Internal Revenue Service Form W-8ECI (Certificate
      of
      Foreign Person’s Claim for Exemption From Withholding on Income Effectively
      Connected With the Conduct of a Trade or Business in the United States) or
      successor form at the time and in the manner required by the Code or (iii)
      is a
      Non U.S. Person that has delivered to both the transferor and the Trustee an
      opinion of a nationally recognized tax counsel to the effect that the transfer
      of such Residual Certificate to it is in accordance with the requirements of
      the
      Code and the regulations promulgated thereunder and that such transfer of a
      Residual Certificate will not be disregarded for federal income tax purposes.
      “Non U.S. Person” means an individual, corporation, partnership or other person
      other than (i) a citizen or resident of the United States; (ii) a corporation,
      partnership or other entity created or organized in or under the laws of the
      United States or any state thereof, including for this purpose, the District
      of
      Columbia; (iii) an estate that is subject to U.S. federal income tax regardless
      of the source of its income; (iv) a trust if a court within the United States
      is
      able to exercise primary supervision over the administration of the trust and
      one or more United States trustees have authority to control all substantial
      decisions of the trust; and, (v) to the extent provided in Treasury regulations,
      certain trusts in existence on August 20, 1996 that are treated as United States
      persons prior to such date and elect to continue to be treated as United States
      persons.

    
      
        
        

      

      
        D-1-2

        
          

        

      

      
        
        

      

    

     

    11.     That
      the Purchaser agrees to such amendments of the Trust Agreement as may be
      required to further effectuate the restrictions on transfer of any Residual
      Certificate to such a “disqualified organization,” an agent thereof, a Book
      Entry Nominee, or a person that does not satisfy the requirements of paragraph
      7
      and paragraph 10 hereof.

     

    12.     That
      the Purchaser consents to the designation of the Trustee as its agent to act
      as
“tax matters person” of the Trust Fund pursuant to the Trust
      Agreement.

     

     

     


    
      
        
        

      

      
        D-1-3

        
          

        

      

      
        
        

      

    


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

     

    _________________________________

    [name
      of
      Purchaser]

     

    By:______________________________

    Name:

    Title:

     

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

     

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

     

    NOTARY
      PUBLIC

     

    COUNTY
      OF_____________________

     

    STATE
      OF______________________

     

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

     

    



    
      
        
        

      

      
        D-1-4

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D 2

     

    RESIDUAL
      CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

     

    ____________________________

    Date

     

    
      	 	
              Re:

            	
              Lehman
                XS Trust 

              Mortgage
                Pass-Through Certificates, Series
                2006-GP4

            


    

    


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

     

    Very
      truly yours,

     

    _______________________________

    Name:

    Title:

     

    



    
      
        
        

      

      
        D-2-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E

     

    SERVICING
      AGREEMENTS

     

    See
      Exhibits 99.2 and 99.4

     

    



    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    
      	 	
              Re:

            	
              Lehman
                XS Trust 

              Mortgage
                Pass Through Certificates, Series
                2006-GP4

            


    

    


    Reference
      is hereby made to the Trust Agreement dated as of July 1, 2006 (the “Trust
      Agreement”) by and among Structured Asset Securities Corporation, as Depositor,
      Aurora Loan Services LLC, as Master Servicer, and U.S. Bank National
      Association, as Trustee. Capitalized terms used but not defined herein shall
      have the meanings given to them in the Trust Agreement.

     

    This
      letter relates to $__________ initial Certificate Balance of Class Certificates
      which are held in the form of Definitive Certificates registered in the name
      of
      (the “Transferor”). The Transferor has requested a transfer of such Definitive
      Certificates for Definitive Certificates of such Class registered in the name
      of
      [insert name of transferee].

     

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

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Depositor.

     

    _____________________________________

    [Name
      of
      Transferor]

     

    By:__________________________________

    Name:

    Title:

     

    Dated:
      ___________, ____

     

    



    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G

     

    FORM
      OF
      PURCHASER’S LETTER FOR

    INSTITUTIONAL
      ACCREDITED INVESTOR

     

    Date

     

    Dear
      Sirs:

     

    In
      connection with our proposed purchase of $______________ principal amount of
      Lehman XS Trust Mortgage Pass Through Certificates, Series 2006-GP4 (the
“Privately Offered Certificates”) of the Structured Asset Securities Corporation
      (the “Depositor”), we confirm that:

     

    
      	
              (1)

            	
              We
                understand that the Privately Offered Certificates have not been,
                and will
                not be, registered under the Securities Act of 1933, as amended (the
                “Securities Act”), and may not be sold except as permitted in the
                following sentence. We agree, on our own behalf and on behalf of
                any
                accounts for which we are acting as hereinafter stated, that if we
                should
                sell any Privately Offered Certificates within two years of the later
                of
                the date of original issuance of the Privately Offered Certificates
                or the
                last day on which such Privately Offered Certificates are owned by
                the
                Depositor or any Affiliate of the Depositor we will do so only (A)
                to the
                Depositor, (B) to “qualified institutional buyers” (within the meaning of
                Rule 144A under the Securities Act) in accordance with Rule 144A
                under the
                Securities Act (“QIBs”), (C) pursuant to the exemption from registration
                provided by Rule 144 under the Securities Act, or (D) to an institutional
                “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
                (7) of Regulation D under the Securities Act that is not a QIB (an
                “Institutional Accredited Investor”) which, prior to such transfer,
                delivers to the Trustee under the Trust Agreement dated as of July
                1, 2006
                by and among the Depositor, Aurora Loan Services LLC, as Master Servicer,
                and U.S. Bank National Association, as Trustee (the “Trustee”), a signed
                letter in the form of this letter; and we further agree, in the capacities
                stated above, to provide to any person purchasing any of the Privately
                Offered Certificates from us a notice advising such purchaser that
                resales
                of the Privately Offered Certificates are restricted as stated
                herein.

            


    

     

    
      	
              (2)

            	
              We
                understand that, in connection with any proposed resale of any Privately
                Offered Certificates to an Institutional Accredited Investor, we
                will be
                required to furnish to the Trustee and the Depositor a certification
                from
                such transferee in the form hereof to confirm that the proposed sale
                is
                being made pursuant to an exemption from, or in a transaction not
                subject
                to, the registration requirements of the Securities Act. We further
                understand that the Privately Offered Certificates purchased by us
                will
                bear a legend to the foregoing
                effect.

            


    

     

    
      	
              (3)

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

            


    

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    
      	
              (4)

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

            


    

     

    
      	
              (5)

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

            


    

     

    
      	
              (6)

            	
              If
                we are acquiring an ERISA-Restricted Certificate, we are not a Plan
                and we
                are not acquiring the ERISA-Restricted Certificate for, on behalf
                of or
                with any assets of a Plan, except as may be permitted pursuant to
                Section
                3.03(d) of the Trust Agreement.

            


    

     

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

     

     

     

     

     

     


    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    


    You
      and
      the Depositor are entitled to rely upon this letter and are irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceeding or official inquiry with respect to
      the
      matters covered hereby.

     

    Very
      truly yours,

     

    [Purchaser]

     

    By:
      ________________________________

    Name:

    Title:

     

    



    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      H

     

    FORM
      OF
      ERISA TRANSFER AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK 

            	
              )

            


    

     

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

     

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              The
                Investor in an ERISA-Restricted Certificate (A) is not, and on
                _______________ [date of transfer] will not be, an employee benefit
                plan
                or arrangement subject to Title I of the Employee Retirement Income
                Security Act of 1974, as amended (“ERISA”), a plan subject to Section 4975
                of the Internal Revenue Code of 1986, as amended (the “Code”) or a plan
                subject to any provisions under any federal, state, local, non-U.S.
                or
                other laws or regulations that are substantively similar to the foregoing
                provisions of ERISA or the Code (“Similar Law”) (collectively, a “Plan”),
                and is not directly or indirectly acquiring the Certificate for,
                on behalf
                of or with any assets of any such Plan, (B) if the Certificate has
                been
                the subject of an ERISA-Qualifying Underwriting, is an insurance
                company
                that is acquiring the Certificate with assets of an “insurance company
                general account” as defined in Section V(E) of Prohibited Transaction
                Class Exemption (“PTCE”) 95-60 and the acquisition and holding of the
                Certificate are covered and exempt under Sections I and III of PTCE
                95-60,
                or (C) solely in the case of a Definitive Certificate, shall herewith
                deliver an Opinion of Counsel satisfactory to the Certificate Registrar,
                the Trustee and the Depositor, and upon which the Trustee, the Certificate
                Registrar and the Depositor shall be entitled to rely, to the effect
                that
                the acquisition and holding of such Certificate by the Investor will
                not
                result in a nonexempt prohibited transaction under Title I of ERISA
                or
                Section 4975 of the Code, or a violation of Similar Law, and will
                not
                subject the Trustee, the Master Servicer, the Certificate Registrar,
                any
                Servicer or the Depositor to any obligation in addition to those
                undertaken by such entities in the Trust Agreement, which Opinion
                of
                Counsel shall not be an expense of the Trustee, the Master Servicer,
                the
                Certificate Registrar, any Servicer or the
                Depositor.

            


    

     

    
      	
              (3)

            	
              The
                Investor hereby acknowledges that under the terms of the Trust Agreement
                (the “Agreement”) by and among Structured Asset Securities Corporation, as
                Depositor, Aurora Loan Services LLC, as Master Servicer, and U.S.
                Bank
                National Association, as Trustee, dated as of July 1, 2006, regarding
                Lehman XS Trust Mortgage Pass-Through Certificates, Series 2006-GP4,
                no
                transfer of the ERISA-Restricted Certificates shall be permitted
                to be
                made to any person unless the Depositor and Trustee have received
                a
                certificate from such transferee in the form
                hereof.

            


    

     


    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


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

     

    _________________________________

    [Investor]

     

    By:______________________________

    Name:

    Title:

     

    ATTEST:

     

    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss:

            
	
              COUNTY
                OF

            	
              )

            


    

    


     

    Personally
      appeared before me the above-named ________________, known or proved to me
      to be
      the same person who executed the foregoing instrument and to be the
      ____________________ of the Investor, and acknowledged that he executed the
      same
      as his free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this _____ day of _________ 20___.

     

    ______________________________

    NOTARY
      PUBLIC

     

    My
      commission expires the

    _____
      day
      of __________, 20___.

     

    



    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

     

    [RESERVED]

     

    



    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J

     

    [RESERVED]

     

    



    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      K

     

    CUSTODIAL
      AGREEMENT

     

    [INTENTIONALLY
      OMITTED]

     

    



    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

     

    [RESERVED]

     

    



    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M

     

    [RESERVED]

     

    



    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

     

    [RESERVED]

     

    



    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      O

     

    [RESERVED]

     

    



    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P

     

    [Reserved]

     

     

    
 


    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      Q-1

     

    ADDITIONAL
      FORM 10-D DISCLOSURE

    


    
      	
              Item
                on Form 10-D

            	
              Party
                Responsible

            
	
              Item
                1: Distribution and Pool Performance Information

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

            	
              Master
                Servicer (as to any Servicer, to the extent provided by such
                Servicer),

              Trustee
                (if Paying Agent) and Paying Agent

            
	
              Item
                2: Legal Proceedings

              per
                Item 1117 of Reg AB

            	
              (i)
                All parties to the Trust Agreement (as to themselves), (ii) the Trustee
                as
                to the issuing entity, (iii) the Depositor as to the sponsor, any
                1110(b)
                originator, any 1100(d)(1) party and (iv) the Master Servicer, as
                to any
                Servicer, to the extent provided by such Servicer

            
	
              Item
                3: Sale of Securities and Use of Proceeds

            	
              Depositor

            
	
              Item
                4: Defaults Upon Senior Securities

            	
              Trustee

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

            	
              Trustee

            
	
              Item
                6: Significant Obligors of Pool Assets

            	
              Depositor

            
	
              Item
                7: Significant Enhancement Provider Information

            	
              Depositor

            
	
              Item
                8: Other Information

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                9: Exhibits

            	
              Depositor
                and Master Servicer (on behalf of any Servicer or on its own behalf
                if
                acting as a Servicer)

            


    

    


     

    



    
      
        
        

      

      
        Q-1-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      Q-2

     

    ADDITIONAL
      FORM 10-K DISCLOSURE

    


    
      	
              Item
                on Form 10-K

            	
              Party
                Responsible

            
	
              Item
                1B: Unresolved Staff Comments

            	
              Depositor

            
	
              Item
                9B: Other Information

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Depositor,
                Servicer, Master Servicer, Subservicer

            
	
              Additional
                Item:

              Disclosure
                per Item 1117 of Reg AB

            	
              (i)
                All parties to the Trust Agreement (as to themselves), (ii) the Trustee
                as
                to the issuing entity, (iii) the Depositor as to the sponsor, any
                1110(b)
                originator, any 1100(d)(1) party and (iv) the Master Servicer, as
                to any
                Servicer, to the extent provided by such Servicer

            
	
              Additional
                Item:

              Disclosure
                per Item 1119 of Reg AB

            	
              (i)
                All parties to the Trust Agreement as to themselves, (ii) the Depositor
                as
                to he sponsor, originator, significant obligor, enhancement or support
                provider and (iii) the Master Servicer, as to any Servicer, to the
                extent
                provided by such Servicer

            
	
              Additional
                Item:

              Disclosure
                per Item 1112(b) of Reg AB

            	
              Depositor

            
	
              Additional
                Item:

              Disclosure
                per Items 1114(b) and 1115(b) of Reg AB

            	
              Depositor

            


    

    


     

    



    
      
        
        

      

      
        Q-2-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      Q-3

     

    ADDITIONAL
      FORM 8-K DISCLOSURE

    


    
      	
              Item
                on Form 8-K

            	
              Party
                Responsible

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

            	
              Any
                party to the Trust Agreement which is a party to such
                agreement

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

            	
              Any
                party to the Trust Agreement which is a party to such
                agreement

            
	
              Item
                1.03- Bankruptcy or Receivership

            	
              Depositor

            
	
              Item
                2.04- Triggering Events that Accelerate or Increase a Direct Financial
                Obligation or an Obligation under an Off-Balance Sheet
                Arrangement

            	
              Depositor

            
	
              Item
                3.03- Material Modification to Rights of Security Holders

            	
              Trustee
                and Depositor

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

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Trustee

            	
              Master
                Servicer (as to itself and as to any Servicer, to the extent provided
                by
                such Servicer), Trustee, Seller

            
	
              Item
                6.03- Change in Credit Enhancement or External Support

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              Depositor

            
	
              Item
                8.01

            	
              Depositor

            
	
              Item
                9.01

            	
              Depositor

            


    

    


     

    



    
      
        
        

      

      
        Q-3-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      Q-4

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    U.S.
      Bank
      National Association,

    as
      Trustee to Lehman XS Trust Mortgage

    Pass-Through
      Certificates, Series 2006-GP4

    One
      Federal Street

    3rd
      Floor

    Boston,
      Massachusetts 02110

     

    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [       ] of the Trust
      Agreement, dated as of February 1, 2006, by and among Structured Asset
      Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, and U.S. Bank National Association, as Trustee, the undersigned,
      as
      [     ], hereby notifies you that certain events have come
      to our attention that [will] [may] need to be disclosed on Form
      [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

     

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

     

    
      	 	 	 
	 	 
	 	
              [NAME
                OF PARTY],

              as
                [role]

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

              Title:

            


    

    


    



    
      
        
        

      

      
        Q-4-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      R

     

    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

     

    Key:
      X
      -
      obligation

     

    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Trust Agreement dated as of July 1, 2006 (the
      “Trust Agreement”), by and among U.S. Bank National Association, (the
“Trustee”), Aurora Loan Services LLC, as master servicer (the “Master
      Servicer”), and Structured Asset Securities Corporation, as depositor (the
“Depositor”).

     

    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	 	
              General Servicing
                 Considerations

            	 	 	 
	
              1122(d)(1)(i)

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

            	 	 	
              X

            
	
              1122(d)(1)(ii)

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

            	
              If
                applicable for the transaction participant

            	
              If
                applicable for the transaction participant

            	
              If
                applicable for the transaction participant

            
	
              1122(d)(1)(iii)

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

            	 	 	
              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

            


    

     

    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            	 	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 	 	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 	 	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	 	
              X

            
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            	 	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the
                Servicer.

            	 	
              X

            	
              X

            


    

     

    
      
        
        

      

      
        R-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 	
              X

            	
              X

            
	
              1122(d)(3)(iii)

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

            	
              X

            	 	
              X

            
	
              1122(d)(3)(iv)

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

            	
              X

            	 	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)

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

            	 	 	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements

            	 	 	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 	
              X

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents.

            	 	 	 


    

     

    
      
        
        

      

      
        R-3

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	
              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

            
	
              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.

            	 	 	 


    

     

    
      
        
        

      

      
        R-4

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            	
              Master
                Servicer

            
	
              1122(d)(4)(xi)

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

            	 	 	 
	
              1122(d)(4)(xii)

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

            	 	 	 
	
              1122(d)(4)(xiii)

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

            	 	 	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 	 	
              X

            
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 	
              X

            	 


    

    


     

    



    
      
        
        

      

      
        R-5

        
          

        

      

      
        
        

      

    



    EXHIBIT
      S

     

    TRANSACTION
      PARTIES

     

    SPONSOR
      AND SELLER: LEHMAN BROTHERS HOLDINGS INC.

     

    DEPOSITOR:
      STRUCTURED ASSET SECURITIES CORPORATION

     

    TRUSTEE:
      U.S. BANK NATIONAL ASSOCIATION

     

    MASTER
      SERVICER: AURORA LOAN SERVICES LLC

     

    SERVICER(S):
      GREENPOINT MORTGAGE FUNDING, INC. AND GMAC MORTGAGE CORPORATION

     

    ORIGINATOR(S):
      GREENPOINT MORTGAGE FUNDING, INC.

     

    CUSTODIAN(S):
      U.S. BANK NATIONAL ASSOCIATION

     

    



    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      T

     

    FORM
      OF
      BACK-UP SARBANES-OXLEY CERTIFICATION

     

    [                ]

    [                ]

    [                ]

     

    
      	
              Re:

            	
              Lehman
                XS Trust Mortgage Pass-Through Certificates, Series
                2006-GP4

            


    

     

    [_______],
      the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
      the Master Servicer and the Trustee, and each of their officers, directors
      and
      affiliates that:

     

    
      	
              (1)

            	
              I
                have reviewed [the servicer compliance statement of the Company provided
                in accordance with Item 1123 of Regulation AB (the “Compliance
                Statement”),] the report on assessment of the Company’s compliance with
                the Servicing Criteria set forth in Item 1122(d) of Regulation AB
                (the
                “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18
                under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                and Item 1122 of Regulation AB (the “Servicing Assessment”), the
                registered public accounting firm’s attestation report provided in
                accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
                Section
                1122(b) of Regulation AB (the “Attestation Report”), and all servicing
                reports, officer’s certificates and other information relating to the
                servicing of the Mortgage Loans by the Company during 200[ ] that
                were
                delivered by the Company to any of the Depositor, the Master Servicer
                and
                the Trustee pursuant to the Agreement (collectively, the “Company
                Servicing Information”);

            


    

     

    
      	
              (2)

            	
              Based
                on my knowledge, the Company Servicing Information, taken as a whole,
                does
                not contain any untrue statement of a material fact or omit to state
                a
                material fact necessary to make the statements made, in the light
                of the
                circumstances under which such statements were made, not misleading
                with
                respect to the period of time covered by the Company Servicing
                Information;

            


    

     

    
      	
              (3)

            	
              Based
                on my knowledge, all of the Company Servicing Information required
                to be
                provided by the Company under the Agreement has been provided to
                the
                Depositor, the Master Servicer and the
                Trustee;

            


    

     

    
      	
              (4)

            	
              I
                am responsible for reviewing the activities performed by [_______]
                as
                [_______] under the [_______] (the “Agreement”), and based on my knowledge
                [and the compliance review conducted in preparing the Compliance
                Statement] and except as disclosed in [the Compliance Statement,]
                the
                Servicing Assessment or the Attestation Report, the Company has fulfilled
                its obligations under the Agreement in all material respects;
                and

            


    

     

    
      	
              (5)

            	
              [The
                Compliance Statement required to be delivered by the Company pursuant
                to
                the Agreement, and] [The] [the] Servicing Assessment and Attestation
                Report required to be provided by the Company and [by any Subservicer
                or
                Subcontractor] pursuant to the Agreement, have been provided to the
                Depositor, the Master Servicer and the Trustee. Any material instances
                of
                noncompliance described in such reports have been disclosed to the
                Depositor, the Master Servicer and the Trustee. Any material instance
                of
                noncompliance with the Servicing Criteria has been disclosed in such
                reports.

            


    

     

    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Trust Agreement, dated as of July 1, 2006 (the “Trust Agreement”) by and among
      Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
      LLC,
      as Master Servicer and U.S. Bank National Association, as Trustee. Capitalized
      terms used but not defined herein shall have the meanings given to them in
      the
      Trust Agreement.

     

    
      	 	 	 
	 	
              [_______]

              as
                [_______]

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

              Title:

              Date:

            


    

    


     

    



    
      
        
        

      

      
        T-2

        
          

        

      

      
        
        

      

    



    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    [INTENTIONALLY
      OMITTED]

     

    


     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      B

     

    First
      Payment Default Mortgage Loans

     

    [INTENTIONALLY
      OMITTED]

     

    


     

    


     

    


     

    


    
      
        
        

      

      
        B-1