Sasco 2006-3H – ‘8-K’ for 4/14/06 – EX-4.1

On:  Friday, 4/14/06, at 2:33pm ET   ·   For:  4/14/06   ·   Accession #:  891092-6-953   ·   File #:  333-82904-19

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     21K 
 2: EX-1.1      Terms Agreement                                        4     13K 
 3: EX-4.1      Trust Agreement                                      182    659K 
 4: EX-99.1     Execution Copy                                        21     71K 
 5: EX-99.2     Servicing Agreement                                   82    336K 
 6: EX-99.3     Reconstituted Servicing Agreement                     31    117K 
 7: EX-99.4     Reconstituted Servicing Agreement                     44    166K 
 8: EX-99.5     Master Mortgage Loan Sale and Servicing Agreement     65    233K 
 9: EX-99.6     Seller's Warranties and Servicing Agreement          108    415K 

EX-4.1   —   Trust Agreement
Exhibit Table of Contents

EX-4.1
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                                                                     Exhibit 4.1

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

 AURORA LOAN SERVICES LLC, as Master Servicer,

 and

CITIBANK, N.A., as Trustee

 ___________________________

 TRUST AGREEMENT

 Dated as of March 1, 2006
 ___________________________

 STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-3H

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 TABLE OF CONTENTS

                                                                            Page
Article I  DEFINITIONS.........................................................6

  Section 1.01.   Definitions..................................................6

  Section 1.02.   Calculations Respecting Mortgage Loans......................40

Article II        DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES..............40

Section 2.01.   Creation and Declaration of Trust Fund;                     
                  Conveyance of Mortgage Loans................................40

Section 2.02.   Acceptance of Trust Fund by Trustee: Review of              
                  Documentation for Trust Fund................................44

  Section 2.03.   Representations and Warranties of the Depositor.............46

  Section 2.04.   Discovery of Breach.........................................47

  Section 2.05.   Repurchase, Purchase or Substitution of Mortgage Loans......48

  Section 2.06.   Grant Clause................................................49

Article III   THE CERTIFICATES................................................50

  Section 3.01.   The Certificates............................................50

  Section 3.02.   Registration................................................51

  Section 3.03.   Transfer and Exchange of Certificates.......................51

  Section 3.04.   Cancellation of Certificates................................57

  Section 3.05.   Replacement of Certificates.................................57

  Section 3.06.   Persons Deemed Owners.......................................57

  Section 3.07.   Temporary Certificates......................................58

  Section 3.08.   Appointment of Paying Agent.................................58

  Section 3.09.   Book-Entry Certificates.....................................58

Article IV    ADMINISTRATION OF THE TRUST FUND................................60

  Section 4.01.   Collection Account..........................................60

  Section 4.02.   Application of Funds in the Collection Account..............62

  Section 4.03.   Reports to Certificateholders...............................64

  Section 4.04.   Certificate Account.........................................67

Article V     DISTRIBUTIONS TO HOLDERS OF CERTIFICATES........................68

  Section 5.01.   Distributions Generally.....................................68

  Section 5.02.   Distributions from the Certificate Account..................68

  Section 5.03.   Allocation of Realized Losses...............................73

  Section 5.04.   Advances by the Master Servicer and the Trustee.............75

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  Section 5.05.   Compensating Interest Payments..............................76

Article VI    CONCERNING THE TRUSTEE; EVENTS OF DEFAULT.......................76

  Section 6.01.   Duties of Trustee...........................................76

  Section 6.02.   Certain Matters Affecting the Trustee.......................78

  Section 6.03.   Trustee Not Liable for Certificates.........................79

  Section 6.04.   Trustee May Own Certificates................................80

  Section 6.05.   Eligibility Requirements for Trustee........................80

  Section 6.06.   Resignation and Removal of Trustee..........................80

  Section 6.07.   Successor Trustee...........................................81

  Section 6.08.   Merger or Consolidation of Trustee..........................82

  Section 6.09.   Appointment of Co-Trustee, Separate Trustee or Custodian....82

  Section 6.10.   Authenticating Agents.......................................83

  Section 6.11.   Indemnification of Trustee..................................84

  Section 6.12.   Fees and Expenses of Trustee and Custodian..................85

  Section 6.13.   Collection of Monies........................................85

Section 6.14.   Events of Default; Trustee To Act; Appointment              
                  of Successor................................................85

  Section 6.15.   Additional Remedies of Trustee Upon Event of Default........89

  Section 6.16.   Waiver of Defaults..........................................90

  Section 6.17.   Notification to Holders.....................................90

Section 6.18.   Directions by Certificateholders and Duties of              
                  Trustee During Event of Default.............................90

Section 6.19.   Action Upon Certain Failures of the Master Servicer         
                  and Upon Event of Default...................................91

  Section 6.20.   Preparation of Tax Returns and Other Reports................91

  Section 6.21.   Reporting Requirements of the Commission....................97

  Section 6.22.   No Merger...................................................97

  Section 6.23.   Indemnification by the Trustee..............................97

Article VII   PURCHASE AND TERMINATION OF THE TRUST FUND......................98

Section 7.01.   Termination of Trust Fund Upon Repurchase or                
                  Liquidation of All Mortgage Loans...........................98

  Section 7.02.   Procedure Upon Termination of Trust Fund....................99

  Section 7.03.   Additional Requirements under the REMIC Provisions.........100

Article VIII  RIGHTS OF CERTIFICATEHOLDERS...................................100

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  Section 8.01.   Limitation on Rights of Holders............................100

  Section 8.02.   Access to List of Holders..................................101

  Section 8.03.   Acts of Holders of Certificates............................102

Article IX        ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                
                  BY THE MASTER SERVICER.....................................102

  Section 9.01.   Duties of the Master Servicer..............................102

Section 9.02.   Master Servicer Fidelity Bond and Master Servicer           
                  Errors and Omissions Insurance Policy......................103

Section 9.03.   Master Servicer's Financial Statements and                  
                  Related Information........................................103

  Section 9.04.   Power to Act; Procedures...................................104

Section 9.05.   Servicing Agreements Between the Master Servicer            
                  and Servicers; Enforcement of Servicers' Obligations.......106

  Section 9.06.   Collection of Taxes, Assessments and Similar Items.........107

  Section 9.07.   Termination of Servicing Agreements; Successor Servicers...107

  Section 9.08.   Master Servicer Liable for Enforcement.....................108

Section 9.09.   No Contractual Relationship Between Servicers               
                  and Trustee or Depositor...................................108

  Section 9.10.   Assumption of Servicing Agreement by Trustee...............108

  Section 9.11.   "Due-on-Sale" Clauses; Assumption Agreements...............109

  Section 9.12.   Release of Mortgage Files..................................109

Section 9.13.   Documents, Records and Funds in Possession of Master        
                  Servicer To Be Held for Trustee............................110

  Section 9.14.   Representations and Warranties of the Master Servicer......112

  Section 9.15.   Closing Certificate and Opinion............................114

  Section 9.16.   Standard Hazard and Flood Insurance Policies...............114

  Section 9.17.   Presentment of Claims and Collection of Proceeds...........114

  Section 9.18.   Maintenance of the Primary Mortgage Insurance Policies.....115

Section 9.19.   Trustee To Retain Possession of Certain Insurance           
                  Policies and Documents.....................................115

  Section 9.20.   Realization Upon Defaulted Mortgage Loans..................116

  Section 9.21.   Compensation to the Master Servicer........................116

  Section 9.22.   REO Property...............................................117

  Section 9.23.   Notices to the Depositor and the Trustee...................118

  Section 9.24.   Reports to the Trustee.....................................118

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  Section 9.25.   Assessment of Compliance and Attestation Reports.. ........119

Section 9.26.   Annual Statement of Compliance with Applicable              
                  Servicing Criteria.........................................120

  Section 9.27.   Merger or Consolidation....................................121

  Section 9.28.   Resignation of Master Servicer.............................121

Section 9.29.   Assignment or Delegation of Duties by                       
                  the Master Servicer........................................121

Section 9.30.   Limitation on Liability of the Master                       
                  Servicer and Others........................................122

  Section 9.31.   Indemnification; Third-Party Claims........................123

Article X     REMIC ADMINISTRATION...........................................123

  Section 10.01.  REMIC Administration.......................................123

  Section 10.02.  Prohibited Transactions and Activities.....................125

Section 10.03.  Indemnification with Respect to Certain Taxes               
                  and Loss of REMIC Status...................................125

  Section 10.04.  REO Property...............................................126

Article XI    MISCELLANEOUS PROVISIONS.......................................127

  Section 11.01.  Binding Nature of Agreement; Assignment....................127

  Section 11.02.  Entire Agreement...........................................127

  Section 11.03.  Amendment..................................................127

  Section 11.04.  Voting Rights..............................................128

  Section 11.05.  Provision of Information...................................129

  Section 11.06.  Governing Law..............................................129

  Section 11.07.  Notices....................................................129

  Section 11.08.  Severability of Provisions.................................130

  Section 11.09.  Indulgences; No Waivers....................................130

  Section 11.10.  Headings Not To Affect Interpretation......................130

  Section 11.11.  Benefits of Agreement......................................130

  Section 11.12.  Special Notices to the Rating Agencies.....................130

  Section 11.13.  Counterparts...............................................131

  Section 11.14.  Transfer of Servicing......................................131

  Section 11.15.  Compliance with Regulation AB..............................133

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 ATTACHMENTS

Exhibit A     Forms of Certificates                                             
Exhibit B-1   Form of Initial Certification                                     
Exhibit B-2   Form of Interim Certification                                     
Exhibit B-3   Form of Final Certification                                       
Exhibit B-4   Form of Endorsement                                               
Exhibit C     Request for Release of Documents and Receipt                      
Exhibit D-l   Form of Residual Certificate Transfer Affidavit (Transferee)      
Exhibit D-2   Form of Residual Certificate Transfer Affidavit (Transferor)      
Exhibit E     Servicing Agreements                                              
Exhibit F     Form of Rule 144A Transfer Certificate                            
Exhibit G     Form of Purchaser's Letter for Institutional Accredited Investors 
Exhibit H     Form of ERISA Transfer Affidavit                                  
Exhibit I     Monthly Remittance Advice                                         
Exhibit J     Monthly Electronic Data Transmission                              
Exhibit K     Custodial Agreements                                              
Exhibit L     [Reserved]                                                        
Exhibit M     [Reserved]                                                        
Exhibit N-1   Form of Transfer Certificate for Transfer from Restricted Global  
Security to Regulation S Global Security            
Exhibit N-2   Form of Transfer Certificate for Transfer from Regulation S Global
Security to Restricted Global Security              
Exhibit O     [Reserved]                                                        
Exhibit P     [Reserved]                                                        
Exhibit Q     Form of Back-Up Certification                                     
Exhibit R     Form of Certification Regarding Servicing Criteria to be Addressed
in Report on Assessment of Compliance               
Exhibit S     Transaction Parties                                               

Schedule A    Mortgage Loan Schedule                                            

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    This TRUST AGREEMENT, dated as of March 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 CITIBANK, N.A., a national banking association, as       
trustee (the "Trustee").                                                        

 PRELIMINARY STATEMENT

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

      As provided herein, the Trustee shall elect that the Trust Fund be treated
for federal income tax purposes as comprising three real estate mortgage        
investment conduits (each a "REMIC" or, in the alternative, the Lower Tier      
REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each      
Certificate, other than the Class R Certificate, is hereby designated as a      
regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions.  
The Class R Certificate represents ownership of the sole class of residual      
interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper   
Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold
as assets the several classes of uncertificated Middle Tier REMIC Regular       
Interests. Each Middle Tier REMIC Regular Interest is hereby designated as a    
regular interest in the Middle Tier REMIC. The Middle Tier REMIC shall hold as  
assets the several classes of uncertificated Lower Tier REMIC Regular Interests.
Each Lower Tier REMIC Regular Interest is hereby designated as a regular        
interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all 
property of the Trust Fund other than (i) the Lower Tier REMIC Regular Interests
and (ii) the Middle Tier REMIC Regular Interests.                               

The Lower Tier REMIC                                                

  The following table specifies the class designation, initial principal
balance and pass-through rate for each class of Lower Tier REMIC Interest.      

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   Initial Principal
Lower Tier REMIC Interest   Balance or Notional Amount     Pass-Through Rate    
-------------------------   --------------------------     -----------------    
LT-1                                    (1)                       5.75%         
LT-2                                    (2)                Net WAC for Pool 2   
LT-PO                                   (3)                       0.00%         
LT-AIO                                  (4)                        (4)          
LT-R                                    (5)                        (5)          

----------                                                                      
(1)   The initial principal balance of this interest shall equal the sum of the 
related Non-PO Percentage of the Scheduled Principal Balance of each
Mortgage Loan included in Pool 1 as of the Cut-off Date.            

(2)   The initial principal balance of this interest shall equal the sum of the 
      Scheduled Principal Balance of each Mortgage Loan included in Pool 2 as of
the Cut-off Date.                                                   

(3)   The initial principal balance of this interest shall equal the sum of the 
     related PO Percentage of the Scheduled Principal Balance of each Mortgage
Loan included in Pool 1 as of the Cut-off Date.                     

(4)   The Class LT-AIO Interest shall have a notional balance, rather than a    
principal balance. For federal income tax purposes, the Class LT-AIO
     Interest shall be entitled to a specified portion of the interest payable
      on each Non-Discount Mortgage Loan equal to the excess of the Net Mortgage
Rate over the Designated Rate.                                      

(5)   The Class LT-R Interest shall represent the sole class of residual        
     interest in the Lower Tier REMIC. The Class LT-R Interest will not have a
principal amount or interest rate. The Class LT-R Interest shall be 
represented by the Class R Certificate.                             

  Principal shall be payable to, and shortfalls, losses, prepayments and
increases in principal amount related to Subsequent Recoveries are allocable to,
the Class LT-PO Interest as such amounts are payable or allocable to the Class  
PO Certificates (determined as though the aggregate original principal amount of
the Class PO Certificates was the sum of the related PO Percentage of the       
Scheduled Principal Balance of each Mortgage Loan included in Pool 1 as of the  
Cut-off Date).                                                                  

     Interest shall be payable to, and shortfalls and losses are allocable to,
the Class LT-AIO Interest as such amounts are payable or allocable to the Class 
A-IO Certificates.                                                              

   After the foregoing allocations and distributions are made to the Class
LT-PO Interest and the Class LT-AIO Interest, all other principal, interest,    
shortfalls, losses, prepayments and increases in principal amount related to    
Subsequent Recoveries relating to Pool 1 shall be payable or allocable to the   
Class LT-1 Interest.                                                            

 Principal, interest, shortfalls, losses, prepayments and increases in
principal amount related to Subsequent Recoveries relating to Pool 2 shall be   
payable or allocable to the Class LT-2 Interest.                                

The Middle Tier REMIC                                               

  The following table specifies the class designation, initial principal
balance, pass-through rate and related Mortgage Pool for each class of Middle   
Tier REMIC Interest.                                                            

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--------------------------------------------------------------------------------
 Middle Tier REMIC                          Initial Class or    Related Mortgage
Class Designation       Interest Rate      Principal Amount          Pool     
--------------------------------------------------------------------------------
Class MT-PO                  0.00%                 (4)          N/A           
--------------------------------------------------------------------------------
Class MT-AIO                  (1)                  (1)          N/A           
--------------------------------------------------------------------------------
Class MT-1A                   (2)                  (5)          Pool 1        
--------------------------------------------------------------------------------
Class MT-1B                  5.75%                 (6)          Pool 1        
--------------------------------------------------------------------------------
Class MT-2A                   (2)                  (7)          Pool 2        
--------------------------------------------------------------------------------
Class MT-2B           Net WAC for Pool 2           (8)          Pool 2        
--------------------------------------------------------------------------------
Class MT-Z                    (2)                  (9)          N/A           
--------------------------------------------------------------------------------
Class MT-R                    (3)                  (3)          N/A           
--------------------------------------------------------------------------------

----------                                                                      
(1)   The Class MT-AIO Interest shall have a notional balance, rather than a    
principal balance. For federal income tax purposes, the Class MT-AIO
     Interest shall be entitled to a specified portion of the interest payable
on the Class LT-AIO Interest equal to 100% of the interest accrued  
thereon.                                                            

(2)   For any Distribution Date, the interest rate for the Class MT-1A and Class
      MT-2A Interests shall be a per annum rate equal to the weighted average of
     the interest rates on the Class LT-1 Interest and the Class LT-2 Interest
for such Distribution Date weighted on the basis on their principal 
amounts immediately prior to such Distribution Date.                

(3)   The Class MT-R Interest shall represent the sole class of residual        
      interest in the Middle Tier REMIC. The Class MT-R Interest will not have a
  principal amount or an interest rate. The Class MT-R Interest shall be
represented by the Class R Certificate.                             

(4)   The initial principal balance of the Class MT-PO Interest shall equal the 
  sum of the related PO Percentage of the Scheduled Principal Balance of
each Mortgage Loan included in Pool 1 as of the Cut-off Date.       

(5)   The initial principal balance of the Class MT-1A Interest shall equal 1%  
of the excess of (i) the sum of the related Non-PO Percentage of the
      Scheduled Principal Balance of each Mortgage Loan included in Pool 1 as of
    the Cut-off Date over (ii) the sum of the Class Principal Amounts of the
  Group 1 Certificates (excluding the Class PO Certificates) immediately
prior to the initial Distribution Date.                             

(6)   The initial principal balance of the Class MT-1B Interest shall equal 1%  
  of the sum of the related Non-PO Percentage of the Scheduled Principal
    Balance of each Mortgage Loan included in Pool 1 as of the Cut-off Date.

(7)   The initial principal balance of the Class MT-2A Interest shall equal 1%  
   of the excess of (i) the sum of the Scheduled Principal Balance of each
     Mortgage Loan included in Pool 2 as of the Cut-off Date over (ii) the sum
  of the Class Principal Amounts of the Group 2 Certificates immediately
prior to the initial Distribution Date.                             

(8)   The initial principal balance of the Class MT-2B Interest shall equal 1%  
of the sum of the Scheduled Principal Balance of each Mortgage Loan 
included in Pool 2 as of the Cut-off Date.                          

(9)   The initial principal balance of the Class MT-Z Interest shall equal the  
    excess of (i) the sum of (A) the sum of the related Non-PO Percentage of
    the Scheduled Principal Balance of each Mortgage Loan included in Pool 1
     as of the Cut-off Date and (B) the sum of the Scheduled Principal Balance
     of each Mortgage Loan included in Pool 2 as of the Cut-off Date over (ii)
     the sum of the initial principal balances of the Middle Tier REMIC Marker
Interests.                                                          

  Principal shall be payable to, and shortfalls, losses, prepayments and
increases in principal amount related to Subsequent Recoveries are allocable to,
the Class MT-PO Interest as such amounts are payable or allocable to the Class  
PO Certificates (determined as though the                                       

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aggregate original principal amount of the Class PO Certificates was the sum of 
the related PO Percentage of the Scheduled Principal Balance of each Mortgage   
Loan included in Pool 1 as of the Cut-off Date).                                

     Interest shall be payable to, and shortfalls and losses are allocable to,
the Class MT-AIO Interest as such amounts are payable or allocable to the Class 
A-IO Certificates.                                                              

   After the foregoing allocations and distributions are made to the Class
MT-PO Interest and the Class MT-AIO Interest, distributions shall be deemed to  
be made to the other Middle Tier REMIC Regular Interests first, so as to keep   
the uncertificated principal balance of each Middle Tier REMIC Regular Interest 
ending with the designation "B" equal to 1% of the aggregate Scheduled Principal
Balance of the Mortgage Loans in the related Mortgage Pool (or, in the case of  
Pool 1, 1% of the Non-PO Pool Balance); second, to each Middle Tier REMIC       
Regular Interest ending with the designation "A" so that the uncertificated     
principal balance of each such Middle Tier REMIC Regular Interest is equal to 1%
of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage  
Loans in the related Mortgage Pool (or, in the case of Pool 1, the Non-PO Pool  
Balance) over (y) the aggregate Class Principal Amounts of the Certificate Group
related to such Mortgage Pool (excluding the Class PO Certificates) (except that
if 1% of any such excess is greater than the principal amount of the            
corresponding Middle Tier REMIC Regular Interest ending with the designation    
"A", the least amount of principal shall be distributed to such Middle Tier     
REMIC Regular Interests such that the Middle Tier REMIC Subordinated Balance    
Ratio is maintained); and finally, any remaining principal to the Class MT-Z    
Interest. After the allocation of Realized Losses to the Class MT-PO Interest   
described above, Realized Losses shall be applied after all distributions have  
been made on each Distribution Date first, so as to keep the uncertificated     
principal balance of each Middle Tier REMIC Regular Interest ending with the    
designation "B" equal to 1% of the aggregate Scheduled Principal Balance of the 
Mortgage Loans in the related Mortgage Pool (or, in the case of Pool 1, 1% of   
the Non-PO Pool Balance); second, to each Middle Tier REMIC Regular Interest    
ending with the designation "A" so that the uncertificated principal balance of 
each such Middle Tier REMIC Regular Interest is equal to 1% of the excess of (x)
the aggregate Scheduled Principal Balance of the Mortgage Loans in the related  
Mortgage Pool (or, in the case of Pool 1, the Non-PO Pool Balance) over (y) the 
aggregate Class Principal Amounts of the Certificate Group related to such      
Mortgage Pool (excluding the Class PO Certificates) (except that if 1% of any   
such excess is greater than the principal amount of the corresponding Middle    
Tier REMIC Regular Interest ending with the designation "A", the least amount of
Realized Losses shall be allocated to such Middle Tier REMIC Regular Interests  
such that the Middle Tier REMIC Subordinated Balance Ratio is maintained); and  
third, the remaining Realized Losses shall be allocated to the Class MT-Z       
Interest. All computations with respect to any Middle Tier REMIC Interest shall 
be taken out to eight decimal places.                                           

If on any Distribution Date there is an increase in the Certificate 
Principal Amount of any Class of Certificates (other than the Class PO          
Certificates) as a result of the proviso in the definition of Certificate       
Principal Amount, then, prior to distributions of principal and allocations of  
losses on such Distribution Date with respect to the Middle Tier REMIC, there   
shall be a corresponding increase in the principal amount of the Middle Tier    
REMIC Regular Interests (other than the Class MT-PO Interest and Class MT-AIO   
Interest), with such increase allocated among such Middle Tier REMIC Regular    
Interests as follows: (i) first, to each Middle Tier                            

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REMIC Regular Interest ending with the designation "B" so as to keep the        
uncertificated principal balance of such Middle Tier REMIC Regular Interest     
equal to 1% of the aggregate Scheduled Principal Balance of the Mortgage Loans  
in the related Mortgage Pool (or, in the case of Pool 1, 1% of the Non-PO Pool  
Balance), (ii) second, to each Middle Tier REMIC Regular Interest ending with   
the designation "A", so that the uncertificated principal balance of each such  
Middle Tier REMIC Regular Interest is as close as possible to (but does not     
exceed) 1% of the excess of (x) the aggregate Scheduled Principal balance of the
Mortgage Loans in the related Mortgage Pool (or, in the case of Pool 1, the     
Non-PO Balance) over (y) the aggregate Class Principal Amounts of the Senior    
Certificates of the Certificate Group related to such Mortgage Pool (excluding  
the Class PO Certificates); provided, however, that (a) the Middle Tier REMIC   
Subordinated Balance Ratio is maintained and (b) amounts allocated to any Middle
Tier REMIC Regular Interest pursuant to this clause (ii) shall not exceed the   
amount of any previous realized losses allocated to such Middle Tier REMIC      
Regular Interest not previously offset by distributions or increases in the     
principal amount of such Middle Tier REMIC Regular Interest and (iii) finally,  
all remaining increases are allocated to the Class MT-Z Interest.               

The Upper Tier REMIC                                                

When reference is made herein to the "ranking" of a Certificate, the
highest ranking Certificate is the Certificate with the lowest numerical        
designation and the lowest ranking Certificate is the Certificate with the      
highest numerical designation.                                                  

     The following table specifies the Class designation, Certificate Interest
Rate, initial Class Principal Amount or Class Notional Amount, and minimum      
denomination (by dollar amount or Percentage Interest) for each Class of        
Certificates representing the interests in the Trust Fund created hereunder.    
Each Certificate, other than the Class R Certificates, represents ownership of  
one or more regular interests in the Upper Tier REMIC for purposes of the REMIC 
provisions.                                                                     

               Initial Class
              Principal Amount
           Certificate          or Class           Minimum
Class Designation    Interest Rate      Notional Amount    Denomination         
-----------------    -------------      ---------------    ------------         
Class 1-A1               5.75%            $43,900,000          $25,000          
Class 1-A2               5.75%            $65,850,000          $25,000          
Class 1-A3               5.75%            $13,426,000          $25,000          
Class A-IO               6.00%                    (1)       $1,000,000          
Class PO                0.00%(2)           $3,051,810          $25,000          
Class 2-A1                (3)%            $38,832,000          $25,000          
Class B1                  (4)%             $2,670,000         $100,000          
Class B2                  (4)%             $1,635,000         $100,000          
Class B3                  (4)%             $1,119,000         $100,000          
Class B4                  (4)%               $516,000         $250,000          
Class B5                  (4)%               $344,000         $250,000          
Class B6                  (4)%               $863,797         $250,000          
Class R                   (3)%                   $100             $100          

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(1)   The Class A-IO Certificates are interest-only certificates, have no       
   principal balance and accrue interest on the Class A-IO Notional Amount
(initially, $4,058,470). The Class Notional Amount of the Class A-IO
      Certificates for any Distribution Date will be equal to (1) the product of
  (a) the weighted average of the Net Mortgage Rates of the Non-Discount
     Mortgage Loans minus 5.75% and (b) the Scheduled Principal Balance of the
   Non-Discount Mortgage Loans divided by (2) 6.00%. For each Distribution
    Date, the Certificate Interest Rate for the Class A-IO Certificates will
be equal 6.00%. For federal income tax purposes, the Class A-IO     
 Certificates shall be entitled to 100% of the interest payable on the
Class MT-AIO Interest.                                              

(2)   The Class PO Certificates are Principal-Only Certificates and will not be 
entitled to payments of interest.                                   

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

(4)   For any Distribution Date, the Interest Rate for the Class B1, Class B2,  
 Class B3, Class B4, Class B5 and Class B6 Certificates shall be a per
  annum rate equal to the weighted average of the Underlying Subordinate
  Rates for Pool 1 and Pool 2 for such Distribution Date weighted on the
     basis of the corresponding Group Subordinate Amount for such Distribution
Date.                                                               

 As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $172,207,707.44.                                           

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

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

ARTICLE I 

 DEFINITIONS

Section 1.01. Definitions.                                          

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

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

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

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

Accretion Directed Certificate: Not applicable.                     

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Accretion Termination Date: Not applicable.                         

Accrual Amount: As to any Class of Accrual Certificates and each    
Distribution Date through the Credit Support Depletion Date, the sum of (x) any 
amount of Accrued Certificate Interest allocable to such Class pursuant to      
Section 5.02(a)(ii) on such Distribution Date and (y) any Interest Shortfall    
allocable to such Class pursuant to Section 5.02(a)(iii) on such Distribution   
Date. As to any Class of Accrual Certificates and each Distribution Date after  
the Credit Support Depletion Date, zero.                                        

Accrual Certificate: Not applicable.                                

Accrual Component: Not applicable.                                  

  Accrual Period: With respect to any Distribution Date and any Class of
Certificates, Class of Middle Tier REMIC Interests or any Class of Lower Tier   
REMIC Interests, the one-month period beginning immediately following the end of
the preceding Accrual Period (or from the Cut-off Date, in the case of the first
Accrual Period) and ending on the last day of the month immediately preceding   
the month in which such Distribution Date occurs.                               

 Accrued Certificate Interest: As to any Class of Certificates and any
Distribution Date, the product of the Certificate Interest Rate for such Class  
of Certificates and the Class Principal Amount (or Class Notional Amount) of    
such Class of Certificates immediately preceding such Distribution Date, as     
reduced by such Class's share of the interest portion of (i) any Excess Losses  
for the related Mortgage Pool for such Distribution Date and (ii) any Relief Act
Reduction for the Mortgage Pool for such Distribution Date, in each case        
allocable among the Group 1 Certificates and Group 2 Certificates, as           
applicable, pro rata based on the Accrued Certificate Interest otherwise        
distributable thereto. Interest shall be calculated on the basis of a 360-day   
year consisting of twelve 30-day months. The interest shall accrue during the   
related Accrual Period.                                                         

Act: As defined in Section 3.03(c).                                 

Additional Collateral: Not applicable.                              

Additional Collateral Servicing Agreement: Not applicable.          

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

Adjusted Net WAC: Not applicable.                                   

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

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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 Master Servicing Compensation: Not applicable.            

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

  Aggregate Subordinate Percentage: The sum of the Certificate Principal
Amounts of the Subordinate Certificates divided by the sum of the aggregate Pool
Balance for Pool 1 and Pool 2.                                                  

    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.

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

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

Associated Mortgage Loan: Not applicable.                           

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

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

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

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

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

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

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

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

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

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

              (E) all fees and amounts due or reimbursable to the Master
            Servicer, the Trustee (other than the Trustee Fee), a Custodian or a
        Servicer pursuant to the terms of this Agreement, the applicable
      Custodial Agreement or the applicable Servicing Agreement; and

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

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

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

Balloon Mortgage Loan: Not applicable.                              

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Balloon Payment: Not applicable.                                    

Bank: Lehman Brothers Bank, FSB and its successors and assigns.     

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

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

 Bankruptcy Loss Limit: As of the Cut-off Date, $150,000, which amount
shall be reduced from time to time by the amount of Bankruptcy Losses that are  
allocated to the related Classes of Certificates.                               

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

Blanket Mortgage: Not applicable.                                   

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

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

    Certificate: Any one of the certificates signed 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.                                            

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    Certificate Group: The Group 1 Certificates or the Group 2 Certificates,
as applicable.                                                                  

      Certificate Interest Rate: With respect to each Class of Certificates, the
applicable per annum rate specified or determined as provided in the Preliminary
Statement hereto.                                                               

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

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

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

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

    Class 1-A1 Payment Amount: For any Distribution Date, an amount equal to
$600,000.                                                                       

    Class 1-A2 Payment Amount: For any Distribution Date, an amount equal to
$1,000.                                                                         

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

    Class LT-R Interest: The sole residual interest in the Lower Tier REMIC.

     Class MT-R Interest: The sole residual interest in the Middle Tier REMIC.

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

Class P Certificates: None.                                         

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

    Class PO Deferred Amount: As to any Distribution Date on or prior to the
Credit Support Depletion Date and, with respect to the Class PO Certificates,   
(i) the applicable PO Percentage of the principal portion of each Realized Loss 
for such Distribution Date on a Discount Mortgage Loan in the Mortgage Pool and 
(ii) all such amounts previously allocated thereto and not distributed to such  
Class PO Certificates as a Class PO Deferred Amount.                            

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

      Class UT-R Interest: The sole class of residual interest in the Upper Tier
REMIC, representing the right to all payments on the Class R Certificate other  
than payments in respect of the Class LT-R Interest or the Class MT-R Interest. 

Clearing Agency: An organization registered as a "clearing agency"  
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As  
of the Closing Date, the Clearing Agency shall be The Depository Trust Company. 

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

Clearstream: Clearstream Banking, societe anonyme, and any successor
thereto.                                                                        

Closing Date: March 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.                                                        

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

Commission: The Securities and Exchange Commission.                 

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

Component: Not applicable.                                          

Component Certificate: Not applicable.                              

Component Interest Rate: Not applicable.                            

Component Principal Amount: Not applicable.                         

Component Writedown Amount: Not applicable.                         

Conventional Loan: Not applicable.                                  

Converted Mortgage Loan: None.                                      

Convertible Mortgage Loan: None.                                    

Cooperative Corporation: Not applicable.                            

Cooperative Loan: None.                                             

Cooperative Loan Documents: Not applicable.                         

Cooperative Property: Not applicable.                               

Cooperative Shares: Not applicable.                                 

Cooperative Unit: Not applicable.                                   

Corporate Trust Office: The office of the Trustee at which, at any  
particular time, its corporate trust business shall be administered, which      
office at the date hereof shall be (i) in the case of Certificate transfers and 
for purposes of presentment and surrender of the Certificates for final         
distribution thereon, 111 Wall Street, 15th Floor, New York, New York 10005,    
Attention: 15th Floor Window and (ii) for all other purposes, 388 Greenwich     
Street, 14th Floor, New York, New York, 10013, Attention: Agency and Trust SASCO
2006-3H or such other address as the Trustee may designate from time to time by 
notice to the Certificateholders, the Depositor or the Master Servicer.         

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

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

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

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

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

Cut-off Date: March 1, 2006.                                        

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

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

 Deferred Interest: With respect to any Class of Negative Amortization
Certificates and any Distribution Date, the lesser of (x) the applicable        
Interest Distribution Amount for such date (without giving effect to any        
Deferred Interest) and (y) the aggregate Mortgage Loan Negative Amortization, if
any, for the related Due Period.                                                

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

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

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

     Deposit Date: With respect to each Distribution Date, three Business Days
immediately preceding such Distribution Date.                                   

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

Designated Rate: 5.75% per annum with respect to Pool 1.            

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

      Discount Mortgage Loan: With respect to Pool 1, a Mortgage Loan with a Net
Mortgage Rate less than or equal to the related Designated Rate.                

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

      Distribution Date: The 25th day of each month, or, if such 25th day is not
a Business Day, the next succeeding Business Day commencing in April 2006.      

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

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

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

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

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

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

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

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

(vi) a Qualified GIC;                                   

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

        (viii) any other demand, money market fund, common trust fund or
time deposit or obligation, or interest-bearing or other security or
      investment, (A) rated in the highest rating category by each Rating Agency
    or (B) that would not adversely affect the then current rating by either
      Rating Agency of any of the Certificates and has a short term rating of at
   least "A-" or its equivalent by each Rating Agency. Such investments in
  this subsection (viii) may include money market mutual funds or common
    trust funds, including, without limitation, any fund for which Citibank,
N.A. ("Citibank"), the Trustee or an affiliate thereof serves as an 
  investment advisor, administrator, shareholder servicing agent, and/or
custodian or subcustodian, notwithstanding that (x) the Bank, or an 
    affiliate thereof charges and collects fees and expenses from such funds
    for services rendered, (y) Citibank, or an affiliate thereof charges and
collects fees and expenses for services rendered pursuant to this   
     Agreement, and (z) services performed for such funds and pursuant to this
   Agreement may converge at any time. The Trustee specifically authorizes
   Citibank or an affiliate thereof to charge and collect from the Trustee
    such fees as are collected from all investors in such funds for services
   rendered to such funds (but not to exceed investment earnings thereon);

provided, however, that (i) no such instrument shall be an Eligible Investment  
if such instrument evidences either (x) a right to receive only interest        
payments with respect to the obligations underlying such instrument or (y) 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 (ii) any such investment must
be a "permitted investment" within the meaning of Section 860G(a)(5) of the     
Code.                                                                           

Employee Mortgage Loan: Not applicable.                             

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

ERISA-Qualifying Underwriting: A best efforts or firm commitment    
underwriting or private placement that would satisfy the requirements of the    
Underwriter's Exemption, except for the conditions that the rights and interests
evidenced by the certificates are not subordinated to the rights and interests  
evidenced by other certificates of the same trust and the certificates have     
received a rating at the time of such 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.                              

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     ERISA-Restricted Certificate: Any Class B1, Class B2, Class B3, Class B4,
Class B5, Class B6 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.                                              

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

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

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

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

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

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

Final Scheduled Distribution Date: The Distribution Date for the    
Certificates in November 2035.                                                  

Financial Intermediary: Not applicable.                             

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

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

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

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

    Fraud Loss Limit: With respect to any Distribution Date (x) prior to the
first anniversary of the Cut-off Date, $5,166,231 less the aggregate of Fraud   
Losses since the Cut-off Date, and (y) from the first to the fifth anniversary  
of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss    
Limit as of the most recent anniversary of the Cut-off Date and (b)(i) for the  
first anniversary of the Cut-off Date, 2.00% of the aggregate principal balance 
of all the Mortgage Loans and (ii) for the second to the fifth anniversaries of 
the Cut-off Date, 1.00% of the aggregate principal balance of all the Mortgage  
Loans as of the most recent anniversary of                                      

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the Cut-off Date less (2) the aggregate of Fraud Losses since the most recent   
anniversary of the Cut-off Date. On or after the fifth anniversary of the       
Cut-off Date, the Fraud Loss Limit shall be zero.                               

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

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

Grantor Trust: Not applicable.                                      

Grantor Trust I Assets: Not applicable.                             

Grantor Trust II Assets: Not applicable.                            

Grantor Trust Provisions: Not applicable.                           

    Group 1 Certificates: The Class 1-A1, Class 1-A2, Class 1-A3, Class A-IO
and Class PO Certificates.                                                      

Group 2 Certificate: The Class 2-A1 and Class R Certificates.       

      Group Subordinate Amount: For Pool 1 and any Distribution Date, the excess
of the Non-PO Pool Balance for the immediately preceding Distribution Date (or  
in the case of the first Distribution Date, as of the Cut-off Date) over the    
total Certificate Principal Amount of the Group 1 Certificates (other than the  
Class PO Certificates) immediately prior to that Distribution Date. For Pool 2  
and any Distribution Date, the excess of the Pool Balance for Pool 2 for the    
immediately preceding Distribution Date (or in the case of the first            
Distribution Date, as of the Cut-off Date) over the total Certificate Principal 
Amount of the Group 2 Certificates immediately prior to that Distribution Date. 

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

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

   Independent: When used with respect to any Accountants, a Person who is
"independent" within the meaning of Rule 2-01(b) of the Securities and Exchange 
Commission's                                                                    

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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: Not applicable.                                 

  Initial Net Mortgage Rate: With respect to each Mortgage Loan, the Net
Mortgage Rate of such Mortgage Loan as of the Cut-off Date.                     

Initial Senior Enhancement Percentage: As of the Closing Date,      
approximately 4.25% for Pool 1 and approximately 4.15% for Pool 2.              

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

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

Interest Distribution Amount: Not applicable.                       

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

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

      Latest Possible Maturity Date: For the Certificates, the Distribution Date
in December 2035.                                                               

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

LIBOR: Not applicable.                                              

LIBOR Certificate: Not applicable.                                  

LIBOR Component: Not applicable.                                    

LIBOR Determination Date: Not applicable.                           

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

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

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

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

London Business Day: Not applicable.                                

Lower Tier REMIC: As defined in the Preliminary Statement.          

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

      Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC Interests
other than the Class LT-R Interest.                                             

Maintenance: Not applicable.                                        

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

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

     Master Servicing Fee Rate: With respect to each Mortgage Loan (other than
any Participation), 0.000% per annum.                                           

Master Servicer Remittance Date: Not applicable.                    

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

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

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

Middle Tier REMIC: As defined in the Preliminary Statement.         

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

      Middle Tier REMIC Marker Interests: Any of the Class MT-1A Interest, Class
MT-1B Interest, Class MT-2A Interest and Class MT-2B Interest.                  

Middle Tier REMIC Regular Interests: Each of the Middle Tier REMIC  
Interests other than the Class MT-R Interest.                                   

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

Modified Group Subordinate Amount: Not applicable.                  

Modified Pool Subordinate Amount: Not applicable.                   

   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 100(SM) Loan: Not applicable.                              

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

Mortgage Group: Not applicable.                                     

Mortgage Group I: Not applicable.                                   

Mortgage Group II: Not applicable.                                  

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 Mortgage Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned
to or deposited with the Trustee pursuant to Section 2.01 or Section 2.05,      
including without limitation, each Mortgage Loan listed on the Mortgage Loan    
Schedule, as amended from time to time. In addition, as used herein the term    
"Mortgage Loan" includes the Participations, except where otherwise specified or
where the context requires otherwise.                                           

   Mortgage Loan Sale Agreement: The agreement, dated as of March 1, 2006,
for the sale of the Mortgage Loans by Lehman Brothers Holdings to the Depositor.

     Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which
shall identify each Mortgage Loan, as such schedule may be amended from time to 
time to reflect the addition of Mortgage Loans to, or the deletion of Mortgage  
Loans from, the Trust Fund. The 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: The aggregate of the Mortgage Loans identified on the
Mortgage Loan Schedule as being included in the Trust Fund for each of Pool 1   
and Pool 2.                                                                     

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

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

Mortgagor: The obligor on a Mortgage Note.                          

NAS Percentage: The percentage obtained by dividing (1) the Class   
Principal Amount of the Class 1-A3 Certificates by (2) the sum of the Class     
Principal Amounts of each Class of Group 1 Certificates (excluding the Class PO 
Certificates and the Class Notional Amount of the Class A-IO Certificates).     

    NAS Priority Amount: Prior to the Distribution Date in April 2011, zero,
and on any Distribution Date thereafter, the lesser of (i) the principal amount 
of the Class 1-A3 Certificates and (ii) the sum of (a) the product of (x) the   
Senior Percentage, (y) the NAS Percentage and (z) the sum of the related Non-PO 
Percentage of scheduled principal collections of each Mortgage Loan and (b) the 
product of (w) the Senior Prepayment Percentage, (x) the NAS Shift Percentage,  
(y) the NAS Percentage and (z) the sum of the related Non-PO Percentage of      
unscheduled principal collections of each Mortgage Loan.                        

     NAS Shift Percentage: For either Mortgage Pool and any Distribution Date,
the difference between 100% and the following percentages:                      

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---------------------------------------------------------     
Distribution Dates (months)                  Percentage     
---------------------------------------------------------     
   1-60                                 100%
---------------------------------------------------------     
  61-72                                70%
---------------------------------------------------------     
  73-84                                60%
---------------------------------------------------------     
  85-96                                40%
---------------------------------------------------------     
 97-108                                20%
---------------------------------------------------------     
109 and thereafter                           0%     
---------------------------------------------------------     

Negative Amortization Certificate: None.                            

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

   Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage Rate
thereof reduced by the sum of the applicable Servicing Fee Rate and any mortgage
insurance premium, as applicable thereto.                                       

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

      Net WAC: With respect to each Mortgage Pool and any Distribution Date, the
weighted average of Net Mortgage Rates of the Mortgage Loans in the related     
Mortgage Pool at the beginning of the related Due Period, weighted on the basis 
of their Scheduled Principal Balances as of the preceding Distribution Date (or,
in the case of the first Distribution Date, as of the Cut-off Date).            

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

  Non-Discount Mortgage Loan: A Pool 1 Mortgage Loan with a Net Mortgage
Rate greater than the related Designated Rate.                                  

      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-PO Percentage: As to any Discount Mortgage Loan, the percentage 
equivalent of a fraction, the numerator of which is the Net Mortgage Rate of    
such Discount Mortgage Loan and the denominator of which is the Designated Rate.
As to any Non-Discount Mortgage Loan with respect to Pool 1, 100%.              

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Non-PO Pool Balance: For Pool 1 and any Distribution Date or for the
Cut-off Date, the sum of the related Non-PO Percentage of the Scheduled         
Principal Balance of each Mortgage Loan included in such Mortgage Pool for that 
Distribution Date or for the Cut-off Date, as applicable.                       

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

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

Notional Certificate: The Class A-IO Certificate.                   

Notional Component: Not applicable.                                 

     Offering Document: The private placement memorandum dated March 30, 2006,
relating to the Class B4, Class B5 and Class B6 Certificates, or the Prospectus.

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

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

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

 Original Group Subordinate Amount: As to any Mortgage Pool, the Group
Subordinate Amount for such Mortgage Pool on the Closing Date.                  

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

   Originators: Aurora Loan Services LLC, Countrywide Home Loans, Inc. and
Wells Fargo Bank, N.A., and their successors and assigns and any other          
originator contemplated by Item 1110 (ss. 229.1110) of Regulation AB.           

Parent Power(R) Loan: Not applicable.                               

Participation Agreement: Not applicable.                            

Participation: Not applicable.                                      

Participation Schedule: Not applicable.                             

Participation Master Servicer: Not applicable.                      

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

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

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

Placement Agent: Lehman Brothers Inc.                               

Planned Principal Balance: Not applicable.                          

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

Pledged Asset Mortgage Loan: Not applicable.                        

      PO Percentage: As to any Discount Mortgage Loan, the percentage equivalent
of a fraction, the numerator of which is the Designated Rate minus the Net      
Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the
Designated Rate. As to any Non-Discount Mortgage Loan, 0%.                      

    PO Principal Distribution Amount: For any Distribution Date and for Pool
1, the sum of the following amounts:                                            

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

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

           (iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan in the related Mortgage Pool that was finally  
liquidated during the related Prepayment Period, the applicable PO  
      Percentage of the related net Liquidation Proceeds allocable to principal;
and                                                                 

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

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

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

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

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

    Prepayment Interest Shortfall: With respect to any Distribution Date and
(x) any Principal Prepayment in part and, with respect to those Mortgage Loans  
serviced by Servicers other than Aurora, any Principal Prepayment in full and   
(y) any Principal Prepayment in full with respect to those Mortgage Loans       
serviced by Aurora if received on or after the seventeenth day of the month     
immediately preceding the month of such Distribution Date but on or before the  
last day of the month immediately preceding the month of such Distribution Date,
the difference between (i) one full month's interest at the applicable Mortgage 
Rate (after giving effect to any applicable Relief Act Reduction), as reduced by
the applicable Servicing Fee Rate, the applicable                               

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Retained Interest Rate and the Master Servicing Fee Rate (if the Master Servicer
is acting as Servicer), on the outstanding principal balance of such Mortgage   
Loan immediately prior to such prepayment and (ii) the amount of interest       
actually received with respect to such Mortgage Loan in connection with such    
Principal Prepayment.                                                           

Prepayment Penalty Amounts: Not applicable.                         

Prepayment Period: With respect to those Mortgage Loans serviced by 
Servicers other than Aurora, any Distribution Date and any Principal Prepayment,
whether in part or in full (including any liquidation), the calendar month      
immediately preceding the month in which such Distribution Date occurs. With    
respect to any Distribution Date and a Principal Prepayment in full (including  
any liquidation) with respect to those Mortgage Loans serviced by Aurora, the   
period from the seventeenth (or, in the case of the first Distribution Date, the
first) day of the month immediately preceding the month of such Distribution    
Date to the sixteenth day of the month of such Distribution Date. With respect  
to those Mortgage Loans serviced by Aurora, any Distribution Date and any       
Principal Prepayment in part, the calendar month immediately preceding the month
in which such Distribution Date occurs.                                         

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

Principal Amount Schedules: Not applicable.                         

Principal-Only Certificate: The Class PO Certificates.              

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

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 March 30, 2006, together with
the accompanying prospectus dated September 26, 2005, relating to the Senior    
Certificates and the Class B1, Class B2 and Class B3 Certificates.              

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

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Agreement or the applicable Servicing Agreement, as well as any unreimbursed    
Servicing Advances and accrued and unpaid Master Servicing Fees or Servicing    
Fees, as applicable.                                                            

QIB: As defined in Section 3.03(c).                                 

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

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

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

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

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

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

Qualified Insurer: Not applicable.                                  

Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan 
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date of   
substitution, (i) has a Scheduled Principal Balance (together with that of any  
other mortgage loan substituted for the same Deleted Mortgage Loan) as of the   
Due Date in the month in which such substitution occurs not in excess of the    
Scheduled Principal Balance of the related Deleted Mortgage Loan, provided,     
however, that, to the extent that the Scheduled Principal Balance of such       
Mortgage Loan is less than the Scheduled Principal Balance of the related       
Deleted Mortgage Loan, then such differential in principal amount, together with
interest thereon at the applicable Mortgage Rate net of the applicable Master   
Servicing Fee and the applicable Servicing Fee from the date as to which        
interest was last paid through the end of the Due Period in which such          
substitution occurs, shall be paid by the party effecting such substitution to  
the Master Servicer for deposit into the Collection Account, and shall be       
treated as a Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not   
lower than the Net Mortgage Rate of the related Deleted Mortgage Loan and       

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

Rating Agency: Each of Fitch and Moody's.                           

Realized Loss: (a) with respect to each Liquidated Mortgage Loan, an
amount equal to (i) the unpaid principal balance of such Mortgage Loan as of the
date of liquidation, plus (ii) interest at the applicable Net Mortgage Rate from
the date as to which interest was last paid up to the last day of the month of  
such liquidation, minus (iii) Liquidation Proceeds received, net of amounts that
are reimbursable to the Master Servicer or the applicable Servicer with respect 
to such Mortgage Loan (other than Advances of principal and interest) including 
expenses of liquidation or (b) with respect to each Mortgage Loan that has      
become the subject of a Deficient Valuation, the difference between the unpaid  
principal balance of such Mortgage Loan immediately prior to such Deficient     
Valuation and the unpaid principal balance of such                              

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Mortgage Loan as reduced by the Deficient Valuation. In determining whether a   
Realized Loss on a Liquidated Mortgage Loan is a Realized Loss of interest or   
principal, Liquidation Proceeds shall be allocated, first, to payment of        
expenses related to such Liquidated Mortgage Loan (including payment of any     
Retained Interest), then to accrued unpaid interest and finally to reduce the   
principal balance of the Mortgage Loan.                                         

Recognition Agreement: Not applicable.                              

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

Redemption Certificate: None.                                       

Reference Banks: Not applicable.                                    

      Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the   
Commission in the adopting release (Asset-Backed Securities, Securities Act     
Release No. 33-8518, 70 Fed Reg. 1,506, 1.531 (Jan. 7, 2005)) or by the staff of
the Commission, or as may otherwise be provided by the Commission or its staff  
from time to time; and all references to any rule, item, section or subsection  
of, or definition or term contained in, Regulation AB mean such rule, item,     
section, subsection, definition or term, as the case may be, or any successor   
thereto, in each case as the same may be amended from time to time.             

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

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

  Related Pool: With respect to any Group 1 Certificate, Pool 1 and with
respect to any Group 2 Certificate, Pool 2.                                     

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

    REMIC: Each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper
Tier REMIC, as described in the Preliminary Statement hereto.                   

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

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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.                

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

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

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

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

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

Reserve Interest Rate: Not applicable.                              

Reset Date: Not applicable.                                         

Residual Certificate: Any Class R Certificate.                      

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

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

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

Retained Interest: Not applicable.                                  

Retained Interest Holder: Not applicable.                           

Retained Interest Rate: Not applicable.                             

Rounding Account: Not applicable.                                   

     S&P: Standard & Poor's, 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 (excluding all                                           

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amounts of principal and interest that were due on or before the Cut-off Date   
whenever received) and, in the case of an REO Property, an amount equivalent to 
the Scheduled Payment that would have been due on the related Mortgage Loan if  
such Mortgage Loan had remained in existence. In the case of any bi-weekly      
payment Mortgage Loan, all payments due on such Mortgage Loan during any Due    
Period shall be deemed collectively to constitute the Scheduled Payment due on  
such Mortgage Loan in such Due Period.                                          

Scheduled Principal Amount: Not applicable.                         

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

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

   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.                           

   Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A1,
Class A-IO, Class PO or Class R Certificate.                                    

      Senior Enhancement Percentage: For each Mortgage Pool for any Distribution
Date the percentage equivalent of a fraction, the numerator of which is the     
related Group Subordinate Amount and the denominator of which is the Non-PO Pool
Balance for Pool 1 or the Pool Balance for Pool 2, as applicable, for the       
immediately preceding Distribution Date.                                        

     Senior Percentage: For Pool 1 and any Distribution Date is the percentage
equivalent of a fraction, the numerator of which is the sum of the Class        
Principal Amounts of each Class of Group 1 Certificates (other than the         
Interest-Only Certificates and Class PO Certificates) immediately prior to that 
Distribution Date and the denominator of which is the Non-PO Pool Balance for   
the immediately preceding Distribution Date. For Pool 2 and any Distribution    
Date is the percentage equivalent of a fraction, the numerator of which is the  
sum of the Class Principal Amounts of each Class of Group 2 Certificates        
immediately prior to that date and the                                          

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denominator of which is the Pool Balance of the Pool 2 Mortgage Loans for the   
immediately preceding Distribution Date.                                        

    Senior Prepayment Percentage: With respect to each Mortgage Pool and any
Distribution Date occurring during the five years beginning on the first        
Distribution Date, 100%, except as described herein below. With respect to each 
Mortgage Pool and any Distribution Date occurring on or after the fifth         
anniversary of the first Distribution Date, the related Senior Percentage plus  
the following percentage of the related Subordinate Percentage for such         
Distribution Date: for any Distribution Date in the first year thereafter, 70%; 
for any Distribution Date in the second year thereafter, 60%; for any           
Distribution Date in the third year thereafter, 40%; for any Distribution Date  
in the fourth year thereafter, 20%; and for any subsequent Distribution Date,   
0%; provided, however, (i) if on any Distribution Date the Senior Enhancement   
Percentage for a Mortgage Pool is less than the Initial Senior Enhancement      
Percentage for such Mortgage Pool, the Senior Prepayment Percentage for each    
Mortgage Pool on that Distribution Date shall once again equal 100%, (ii) unless
the condition described in (i) above has occurred, if on any Distribution Date  
before the Distribution Date in April 2009, prior to giving effect to any       
distributions on such Distribution Date, the Senior Enhancement Percentage      
calculated in the aggregate for both Mortgage Pools for such Distribution Date  
is greater than or equal to twice the initial Senior Enhancement Percentage     
calculated in the aggregate for both Mortgage Pools, then the Senior Prepayment 
Percentage for each Mortgage Pool for such Distribution Date will equal the     
related Senior Percentage plus 50% of the related Subordinate Percentage and    
(iii) unless the condition described in (i) above has occurred, if on the       
Distribution Date in April 2009 or any Distribution Date thereafter, prior to   
giving effect to any distributions on such Distribution Date, the Senior        
Enhancement Percentage calculated in the aggregate for both Mortgage Pools for  
such Distribution Date is greater than or equal to twice the initial Senior     
Enhancement Percentage calculated in the aggregate for both Mortgage Pools, then
the Senior Prepayment Percentage for each Mortgage Pool for such Distribution   
Date will equal the related Senior Percentage.                                  

Notwithstanding the foregoing, no decrease in the Senior Prepayment 
Percentage for either Mortgage Pool below the respective levels in effect for   
the most recent prior period set forth in the paragraph above (calculated       
without regard to clause (ii) or clause (iii) of the paragraph above) shall be  
effective on any Distribution Date if, as of the first Distribution Date as to  
which any such decrease applies, (i) the average outstanding principal balance  
on such Distribution Date and for the preceding five Distribution Dates of all  
Mortgage Loans in the related Mortgage Pool that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and the Scheduled 
Payments that would have been due on Mortgage Loans with respect to which the   
related Mortgaged Properties have been acquired by the Trust Fund if the related
Mortgage Loan had remained in existence) is greater than or equal to 50% of the 
sum of the Group Subordinate Amounts related to Pool 1 and Pool 1 immediately   
prior to such Distribution Date or (ii) cumulative Realized Losses with respect 
to the Mortgage Loans in the related Mortgage Pool exceed (a) with respect to   
each Distribution Date on or prior to the third anniversary of the first        
Distribution Date, 20% of the sum of the Original Group Subordinate Amounts     
related to Pool 1 and Pool 2, (b) with respect to any Distribution Date after   
the third anniversary and prior to the sixth anniversary of the first           
Distribution Date, 30% of the sum of the Original Group Subordinate Amounts     
related to Pool 1 and Pool 2, (c) with respect to any Distribution Date on or   
after the sixth anniversary and prior to the seventh anniversary of the         

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first Distribution Date, 35% of the sum of the Original Group Subordinate       
Amounts related to Pool 1 and Pool 2, (d) with respect to any Distribution Date 
on or after the seventh anniversary and prior to the eighth anniversary of the  
first Distribution Date, 40% of the sum of the Original Group Subordinate       
Amounts related to Pool 1 and Pool 2, (e) with respect to any Distribution Date 
on or after the eighth anniversary and prior to the ninth anniversary of the    
first Distribution Date, 45% of the sum of the Original Group Subordinate       
Amounts related to Pool 1 and Pool 2, and (f) with respect to any Distribution  
Date on or after the ninth anniversary of the first Distribution Date or        
thereafter, 50% of the sum of the Original Group Subordinate Amounts related to 
Pool 1 and Pool 2. After the Class Principal Amount of each Class of Senior     
Certificates (other than the Class PO Certificates) in either Certificate Group 
has been reduced to zero, the Senior Prepayment Percentage for the related      
Mortgage Pool shall be 0%.                                                      

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

          (i) the product of (a) the related Senior Percentage for such date
     and (b) the applicable Non-PO Percentage of the principal portion of each
  Scheduled Payment (without giving effect to any Debt Service Reduction
 occurring prior to the Bankruptcy Coverage Termination Date), on each
 Mortgage Loan in the related Mortgage Pool due during the related Due
Period (for Pool 1, the related Non-PO Percentage of such Amounts); 

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

           (iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan in the related Mortgage Pool that was finally  
  liquidated during the related Prepayment Period, the lesser of (a) the
      applicable Non-PO Percentage related net Liquidation Proceeds allocable to
     principal and (b) the product of the related Senior Prepayment Percentage
      for such date and the Scheduled Principal Balance of such related Mortgage
      Loan at the time of liquidation (for Pool 1, the related Non-PO Percentage
of such amounts); and                                               

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

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

     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.                              

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

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

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

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

  Servicing Fee: The Servicing Fee specified in the applicable Servicing
Agreement.                                                                      

Servicing Fee Rate: With respect to each Servicer, as specified in  
applicable Servicing Agreement.                                                 

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

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

     Special Hazard Loss: With respect to the Mortgage Loans, (x) any Realized
Loss arising out of any direct physical loss or damage to a Mortgaged Property  
which is caused by or results from any cause, exclusive of any loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect  
of such Mortgaged Property and any loss caused by or resulting from (i) normal  
wear and tear, (ii) conversion or other dishonest act on the part of the        

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Trustee, the Master Servicer, any Servicer or any of their agents or employees  
or (iii) errors in design, faulty workmanship or faulty materials, unless the   
collapse of the property or a part thereof ensues, or (y) any Realized Loss     
arising from or related to the presence or suspected presence of hazardous      
wastes, or hazardous substances on a Mortgaged Property unless such loss is     
covered by a hazard policy or flood insurance policy required to be maintained  
in respect of such Mortgaged Property, in any case, as reported by any Servicer 
to the Master Servicer.                                                         

      Special Hazard Loss Limit: As of the Cut-off Date, $1,722,077 which amount
shall be reduced in each case from time to time to an amount equal on any       
Distribution Date to the lesser of (a) the greatest of (i) 1% of the aggregate  
of the Scheduled Principal Balances of the Mortgage Loans; (ii) twice the       
Scheduled Principal Balance of the Mortgage Loan having the highest Scheduled   
Principal Balance, and (iii) the aggregate Scheduled Principal Balances of the  
Mortgage Loans secured by Mortgaged Properties located in the single California 
postal zip code area having the highest aggregate Scheduled Principal Balance of
Mortgage Loans of any such postal zip code area and (b) the Special Hazard Loss 
Limit as of the Closing Date less the amount, if any, of Special Hazard Losses  
incurred since the Closing Date.                                                

Specified Rating: Not applicable.                                   

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

 Subcontractor: Any third-party or Affiliated vendor, subcontractor or
other Person utilized by a Servicer, a Custodian, the Master Servicer, a        
Subservicer 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 Amount: With respect to any Distribution Date, the excess, if
any, of the Non-PO Pool Balance for the immediately preceding Distribution Date 
over the sum of the aggregate of the Certificate Principal Amounts of the Senior
Certificates (other than the Class PO Certificates) immediately prior to the    
related Distribution Date. With respect to the Closing Date, the excess of the  
Cut-off Date Aggregate Principal Balance over the sum of the aggregate of the   
initial Certificate Principal Amount of the Senior Certificates.                

Subordinate Certificate: Any Class B Certificate.                   

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

   Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, the percentage obtained by dividing the  
Class Principal Amount of such                                                  

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Class immediately prior to such Distribution Date by the aggregate Certificate  
Principal Amount of all Subordinate Certificates immediately prior to such      
Distribution Date.                                                              

Subordinate Component Percentage: Not applicable.                   

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

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

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

          (i) the product of (a) the related Subordinate Percentage for such
     date and (b) the applicable Non-PO Percentage of the principal portion of
each Scheduled Payment (without giving effect to any Debt Service   
Reduction occurring prior to the applicable Bankruptcy Coverage     
    Termination Date) on each Mortgage Loan in the related Mortgage Pool due
    during the related Due Period (for Pool 1, the related Non-PO Percentage
of such amounts);                                                   

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

           (iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan in the related Mortgage Pool that was finally  
  liquidated during the related Prepayment Period, the applicable Non-PO
     Percentage of the related net Liquidation Proceeds allocable to principal
less any related amount paid pursuant to subsection (iii) of the    
definition of Senior Principal Distribution Amount for the related  
Certificate Group (for Pool 1, the related Non-PO Percentage of such
amounts); and                                                       

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

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

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

Surety: Not applicable.                                             

Surety Bond: Not applicable.                                        

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

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

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

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

   Trust Fund: The corpus of the trust created pursuant to this Agreement,
consisting of the Mortgage Loans (other than any Retained Interest), the        
assignment of the Depositor's rights under the Mortgage Loan Sale Agreement and 
the Participation Agreement, the Participations, the Additional Collateral, such
amounts as shall from time to time be held in the Collection Account, the       
Certificate Account, any Escrow Account, the Insurance Policies, any REO        
Property, and the other items referred to in, and conveyed to the Trustee under,
Section 2.01(a).                                                                

Trust Rate: Not applicable.                                         

Trust REMIC: Each REMIC created hereunder.                          

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

      Trustee Fee: As to any Distribution Date and each Mortgage Pool, an amount
equal to the product of the Trustee Fee Rate and the aggregate Scheduled        
Principal Balance of the Mortgage Loans in such Mortgage Pool.                  

Trustee Fee Rate: Not applicable.                                   

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

 Undercollateralized Group: With respect to any Distribution Date, the
Senior Certificates (other than the Principal-Only Certificates) of any         
Certificate Group as to which the aggregate Certificate Principal Amount        
thereof, after giving effect to distributions pursuant to Sections              

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5.02(a) and (b) on such date, is greater than the Non-PO Pool Balance of the    
related Mortgage Pool for such Distribution Date.                               

    Underlying Subordinate Rates: For each Distribution Date and for Pool 1,
5.75% per annum; for each Distribution Date and for Pool 2, the Net WAC for Pool
2.                                                                              

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

Upper Tier REMIC: One of the separate REMICs as described in the    
Preliminary Statement hereto.                                                   

      Voting Interests: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions of   
this Agreement. At all times during the term of this Agreement until the Class  
Notional Amount of each Class of Notional Certificates has been reduced to zero,
95% of all Voting Interests shall be allocated to the Certificates other than   
the Notional Certificates, and 5% of all Voting Interests shall be allocated to 
the Notional Certificates. After the Class Notional Amount of each Class of     
Notional Certificates has been reduced to zero, all of the Voting Interests     
shall be allocated to the remaining Classes of Certificates. Voting Interests   
allocated to the Notional Certificates shall be allocated among the Classes of  
such Certificates (and among the Certificates of each such Class) in proportion 
to their Class Notional Amounts (or Notional Amounts). Voting Interests shall be
allocated among the other Classes of Certificates (and among the Certificates of
each such Class) in proportion to their Class Principal Amounts (or Certificate 
Principal Amounts).                                                             

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 by the Master Servicer 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.                          

ARTICLE II

 DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES

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

   (a) Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby transfer, assign, set over, deposit with and otherwise    
convey to the Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05   
and 2.06, in trust, all the right, title and interest of the Depositor in and to
the Mortgage Loans (including the Participations). Such conveyance includes,    
without limitation, the right to all distributions of principal and interest    
received on or with respect to the Mortgage Loans on and after the Cut-off Date 
(other than payments of                                                         

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

Concurrently with the execution and delivery of this Agreement, the 
Depositor does hereby assign to the Trustee all of its rights and interest under
the Mortgage Loan Sale Agreement; including all rights of the Seller under the  
applicable Servicing Agreement to the extent assigned under the Mortgage Loan   
Sale Agreement. The Trustee hereby accepts such assignment, and shall be        
entitled to exercise all rights of the Depositor under the Mortgage Loan Sale   
Agreement as if, for such purpose, it were the Depositor. The foregoing sale,   
transfer, assignment, set-over, deposit and conveyance does not and is not      
intended to result in creation or assumption by the Trustee of any obligation of
the Depositor, the Seller, or any other Person in connection with the Mortgage  
Loans or any other agreement or instrument relating thereto except as           
specifically set forth herein.                                                  

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

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

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

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

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

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

    (v) with respect to each Non-MERS Mortgage Loan other than a
   Cooperative Loan, the original Assignment of Mortgage for each Mortgage
Loan;                                                               

        (vi) if applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument (each, an     
      "Intervening Assignment"), as may be necessary to show a complete chain of
assignment from the originator, or, in the case of an Intervening   
     Assignment that has been lost, a written Opinion of Counsel acceptable to

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    the Trustee that such original Intervening Assignment is not required to
enforce the Trustee's interest in the Mortgage Loans;               

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

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

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

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

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

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

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

         (ii) With respect to each MERS Mortgage Loan, the Trustee, at the
expense of the Depositor and with the cooperation of the applicable 
  Servicer, shall cause to be taken such actions by such Servicer as are
necessary to cause the Trustee to be clearly                        

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     identified as the owner of each such Mortgage Loan on the records of MERS
     for purposes of the system of recording transfers of beneficial ownership
of mortgages maintained by MERS.                                    

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

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

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

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

     (b) Within 45 days after the Closing Date, the applicable Custodian will,
on behalf of the Trustee and for the benefit of Holders of the Certificates,    
review each Mortgage File to ascertain that all required documents set forth in 
Section 2.01 have been received and appear on their face to contain the         
requisite signatures by or on behalf of the respective parties thereto, and     
shall deliver to the Trustee, the Depositor and the Master Servicer an Interim  
Certification in the form annexed hereto as Exhibit B-2 (or in the form annexed 
to the applicable Custodial Agreement as Exhibit B-2, as applicable) to the     
effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule      
(other than any Mortgage Loan prepaid in full or any Mortgage Loan specifically 
identified in such certification as not covered by such certification), (i) all 
of the applicable documents specified in Section 2.01(b) are in its possession  
and (ii) such documents have been reviewed by it and appear to relate to such   
Mortgage Loan. The Trustee, or the applicable Custodian on behalf of the        
Trustee, shall make sure that the documents are executed and endorsed, but shall
be under no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that the same are valid, 
binding, legally effective, properly endorsed, genuine, enforceable or          
appropriate for the represented                                                 

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purpose or that they have actually been recorded or are in recordable form or   
that they are other than what they purport to be on their face. Neither the     
Trustee nor any Custodian shall have any responsibility for verifying the       
genuineness or the legal effectiveness of or authority for any signatures of or 
on behalf of any party or endorser.                                             

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

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

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

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

(g) Each of the parties hereto acknowledge and agree that it is not 
intended that any Mortgage Loan be included in the Trust Fund that is a         
"High-Cost" Mortgage Loan as defined under any applicable federal law or state  
or local regulation, ordinance or law.                                          

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Section 2.03. Representations and Warranties of the Depositor.      

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

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

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

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

       (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)    

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

     (b) The representations and warranties of each Transferor with respect to
the related Mortgage Loans in the applicable Transfer Agreement, which have been
assigned to the Trustee hereunder, were made as of the date specified in the    
applicable Transfer Agreement (or underlying agreement, if such Transfer        
Agreement is in the form of an assignment of a prior agreement). To the extent  
that any fact, condition or event with respect to a Mortgage Loan constitutes a 
breach of both (i) a representation or warranty of the applicable Transferor    
under the applicable Transfer Agreement and (ii) a representation or warranty of
Lehman Brothers Holdings under the Mortgage Loan Sale Agreement, the only right 
or remedy of the Trustee or of any Certificateholder shall be the Trustee's     
right to enforce the obligations of the applicable Transferor under any         
applicable representation or warranty made by it. The Trustee acknowledges that 
Lehman Brothers Holdings shall have no obligation or liability with respect to  
any breach of a representation or warranty made by it with respect to the       
Mortgage Loans if the fact, condition or event constituting such breach also    
constitutes a breach of a representation or warranty made by the applicable     
Transferor in the applicable Transfer Agreement, without regard to whether such 
Transferor fulfills its contractual obligations in respect of such              
representation or warranty. The Trustee further acknowledges that the Depositor 
shall have no obligation or liability with respect to any breach of any         
representation or warranty with respect to the Mortgage Loans (except as set    
forth in Section 2.03(a)(vi)) under any circumstances.                          

Section 2.04. Discovery of Breach.                                  

   It is understood and agreed that the representations and warranties (i)
set forth in Section 2.03 and (ii) of Lehman Brothers Holdings set forth in the 
Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor       
hereunder and (iii) of each Transferor, assigned by Lehman Brothers Holdings to 
the Depositor pursuant to the Mortgage Loan Sale Agreement and assigned to the  
Trustee by the Depositor hereunder shall each survive delivery of the Mortgage  
Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and   
shall continue throughout the term of this Agreement. Upon discovery by either  
the Depositor, the Master Servicer or the Trustee of a breach of any of such    
representations and warranties that adversely and materially affects the value  
of the related Mortgage Loan, the party discovering such breach shall give      
prompt written notice to the other parties. Within 90 days of the discovery of a
breach of any representation or warranty given to the Trustee by the Depositor, 
any Transferor, Lehman Brothers Holdings and assigned to the Trustee, the       
Depositor, such Transferor, Lehman Brothers                                     

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Holdings shall either (a) cure such breach in all material respects, (b)        
repurchase such Mortgage Loan or any property acquired in respect thereof from  
the Trustee at the Purchase Price or (c) within the two year period following   
the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the      
affected Mortgage Loan. In the event of discovery of a breach of any            
representation and warranty of any Transferor assigned to the Trustee shall     
enforce its rights under the applicable Transfer Agreement and the Mortgage Loan
Sale Agreement for the benefit of Certificateholders. As provided in the        
Mortgage Loan Sale Agreement, if any Transferor substitutes for a Mortgage Loan 
for which there is a breach of any representations and warranties in the related
Transfer Agreement which adversely and materially affects the value of such     
Mortgage Loan and such substitute mortgage loan is not a Qualifying Substitute  
Mortgage Loan, under the terms of the Mortgage Loan Sale Agreement, Lehman      
Brothers Holdings will, in exchange for such substitute Mortgage Loan, (i)      
provide the applicable Purchase Price for the affected Mortgage Loan or (ii)    
within two years of the Closing Date, substitute such affected Mortgage Loan    
with a Qualifying Substitute Mortgage Loan.                                     

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

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

(b) With respect to each Qualifying Substitute Mortgage Loan to be  
delivered to the Trustee (or its Custodian) pursuant to the terms of this       
Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor, the      
applicable Transferor, Lehman Brothers Holdings, as applicable, must deliver to 
the Trustee (or its 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 Qualified 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 Trustee, at  
the expense of the Depositor and at the direction and with the cooperation of   
the applicable Servicer, shall (i) with respect to a Qualifying Substitute      
Mortgage Loan that is a Non-MERS Mortgage Loan, cause the Assignment of Mortgage
to be recorded by such Servicer if required pursuant to                         

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Section 2.01(c)(i), or (ii) with respect to a Qualifying Substitute Mortgage    
Loan that is a MERS Mortgage Loan, cause to be taken such actions by such       
Servicer as are necessary to cause the Trustee to be clearly identified as the  
owner of each such Mortgage Loan on the records of MERS if required pursuant to 
Section 2.01(c)(ii).                                                            

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

Section 2.06. Grant Clause.                                         

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

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ARTICLE III 

THE CERTIFICATES

Section 3.01. The Certificates.                                     

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

      (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized 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.                   

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

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

      (d) The Class B4, Class B5 or Class B6 Certificates sold to an "accredited
investor" under Rule 501(a)(1), (2), (3) or (7) under the Act shall be issued   
initially in the form of one or more Definitive Certificates.                   

Section 3.02. Registration.                                         

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

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 as the           
Certificate being transferred. No service charge shall be made to a             
Certificateholder for any registration of transfer of Certificates, but the     
Certificate Registrar may require payment of a sum sufficient to cover any tax  
or governmental charge that may be imposed in connection with any registration  
of transfer of Certificates.                                                    

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

  (c) By acceptance of a Restricted Certificate or a Regulation S Global
Security, whether upon original issuance or subsequent transfer, each Holder of 
such a Certificate acknowledges the restrictions on the transfer of such        
Certificate set forth thereon and agrees that it will transfer such a           
Certificate only as provided herein. In addition, each Holder of a Regulation S 
Global Security shall be deemed to have represented and warranted to the        
Trustee, the Certificate Registrar and any of their respective successors that: 
(i) such Person is not a U.S. person within the meaning of Regulation S and was,
at the time the buy order was originated, outside the United States and (ii)    
such Person understands that such Certificates have not been registered under   
the Securities Act of 1933, as amended (the "Act"), and that (x) until the      
expiration of the 40-day distribution compliance period (within the meaning of  
Regulation S), no offer, sale, pledge or other transfer of such Certificates or 
any interest therein shall be made in the United States or to or for the account
or benefit of a U.S. person (each as defined in Regulation S) and (y) if in the 
future it decides to offer, resell, pledge or otherwise transfer such           
Certificates, such Certificates may be offered, resold, pledged or otherwise    
transferred only (A) to a person which the seller reasonably believes is a      
"qualified institutional buyer" (a "QIB") as defined in Rule 144A under the Act,
that is purchasing such Certificates for its own account or for the account of a
qualified institutional buyer to which notice is given that the transfer is     
being made in reliance on Rule 144A or (B) in an offshore transaction (as       
defined in Regulation S) in compliance with the provisions of Regulation S, in  
each case in compliance with the requirements of this Agreement; and it will    
notify such transferee of the transfer restrictions specified in this Section.  

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

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

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       (ii) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is being made to an
     "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the Act
   by a transferor who furnishes to the 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 (I) 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 ERISA-Restricted Certificate or Class R Certificate    
for, on behalf of, or with any assets of any such Plan, or (II) solely in the   
case of ERISA-Restricted Certificates, (A) if the Certificate has been the      
subject of an ERISA-Qualifying Underwriting, a representation as set forth in   
Exhibit H that such transferee is an insurance company that is acquiring the    
Certificate with assets contained in an "insurance company general account," as 
defined in Section V(e) of Prohibited Transaction Class Exemption ("PTCE")      
95-60, and the acquisition and holding of the Certificate are covered and exempt
under Sections I and III of PTCE 95-60, or (B) solely in the case of 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 with respect to Definitive Certificates, the representations set
forth in this Subsection 3.03(d), other than clause (II)(B) in the immediately  
preceding paragraph, and in Exhibit D-1 or Exhibit H, as applicable, 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  
Class R Certificate (or the acceptance by a Certificate Owner of the beneficial 
interest in any Class of ERISA-Restricted Certificates 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 Certificate or any 
liability for transfers of such Certificates in violation of the transfer       
restrictions.                                                                   

      Notwithstanding anything to the contrary herein, 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. The Trustee, the Certificate Registrar and the Depositor shall be    
under no 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) or for making any                             

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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 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 or Person acting on  
behalf of a Plan at the time it became a Holder or that subsequently became a   
Plan or Person acting on behalf of a Plan, all payments made on such            
ERISA-Restricted Certificate or Class R Certificate at and after either such    
time. Any such payments so recovered by the Trustee, the Certificate Registrar  
and the Depositor shall be paid and delivered to the last preceding Holder of   
such Certificate that is not such a plan or Person acting on behalf of 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 Certificate.    

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

    Prior to and as a condition of the registration of any transfer, sale or
other disposition of a Residual Certificate, the proposed transferee shall      
deliver to the Trustee an affidavit in substantially the form attached hereto as
Exhibit D-1 representing and warranting, among other things, that such          
transferee is neither a Disqualified Organization, an agent or nominee acting on
behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder (any  
such transferee, a "Permitted Transferee"), and the proposed transferor shall   
deliver to the Trustee an affidavit in substantially the form attached hereto as
Exhibit D-2. In addition, the Trustee may (but shall have no obligation to)     
require, prior to and as a condition of any such transfer, the delivery by the  
proposed transferee of an Opinion of Counsel, addressed to the Depositor and the
Trustee satisfactory in form and substance to the Depositor, that such proposed 
transferee or, if the proposed transferee is an agent or nominee, the proposed  
beneficial owner, is not a Disqualified Organization, agent or nominee thereof, 
or Non-permitted Foreign Holder. Notwithstanding the registration in the        
Certificate Register of any transfer, sale, or other disposition of a Residual  
Certificate to a Disqualified Organization, an agent or nominee thereof, or     
Non-permitted Foreign Holder, such registration shall be deemed to be of no     
legal force or effect whatsoever and such Disqualified Organization, agent or   
nominee thereof, or Non-permitted Foreign Holder shall not be deemed to be a    
Certificateholder for any purpose hereunder, including, but not limited to, the 
receipt of distributions on such Residual Certificate. The Trustee shall not be 

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

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

      (i) Subject to clauses (ii) and (iii) of this Section 3.03(h),
     transfers of a Global Security representing any of the Class B4, Class B5
 or Class B6 Certificates shall be limited to transfers of such Global
      Security, in whole or in part, to nominees of DTC or to a successor of DTC
or such successor's nominee.                                        

           (ii) Restricted Global Security to Regulation S Global Security. If
a holder of a beneficial interest in a Restricted Global Security   
 deposited with or on behalf of DTC wishes at any time to exchange its
interest in such Restricted Global Security for an interest in a    
Regulation S Global Security, or to transfer its interest in such   
      Restricted Global Security to a Person who wishes to take delivery thereof
      in the form of an interest in a Regulation S Global Security, such holder,
    provided such holder is not a U.S. person, may, subject to the rules and
procedures of DTC, exchange or cause the exchange of such           

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

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

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

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

Section 3.04. Cancellation of Certificates.                         

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

Section 3.05. Replacement of Certificates.                          

    If (i) any Certificate is mutilated and is surrendered to the Trustee or
any Authenticating Agent or (ii) the Trustee or any Authenticating Agent        
receives evidence to its satisfaction of the destruction, loss or theft of any  
Certificate, and there is delivered to 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, the Certificate  
Registrar and any agent of any of them may treat the Person in whose name any   
Certificate is registered upon the books of the Certificate Registrar as the    
owner of such Certificate for the purpose of receiving distributions pursuant to
Sections 5.01 and 5.02 and for all other purposes whatsoever, and neither the   
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any  
agent of any of them shall be affected by notice to the contrary.               

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Section 3.07. Temporary Certificates.                               

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

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

Section 3.08. Appointment of Paying Agent.                          

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

      At any time during the period that a Form 10-K is being filed with respect
to the Trust in accordance with the Exchange Act and the rules and regulations  
of the Commission, the Trustee shall not appoint a Paying Agent that is not the 
Trustee unless that Paying Agent first agrees in writing with the Trustee (i) to
deliver an assessment of compliance and an accountant's attestation in such     
manner and at such times in compliance with Section 6.01(j) and (k) of this     
Agreement, (ii) to comply with the provisions of Section 6.01(l), 6.01(m),      
6.20(e)(i) and 6.20(e)(iii) of this Agreement and (iii) to indemnify the        
Depositor and the Master Servicer, and their respective directors, officers,    
employees and agents and the Trust Fund and hold each of them harmless as set   
forth in Section 6.01(n).                                                       

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

Section 3.09. Book-Entry Certificates.                              

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

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

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

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

     (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.                  

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

ARTICLE IV

ADMINISTRATION OF THE TRUST FUND

Section 4.01. Collection Account.                                   

(a) On the Closing Date, the Master Servicer shall open and shall   
thereafter maintain a segregated account held in trust (the "Collection         
Account"), entitled "Aurora Loan Services LLC, as Master Servicer, in trust for 
the benefit of the Holders of Structured Asset Securities Corporation Mortgage  
Pass-Through Certificates, Series 2006-3H." The Collection Account shall relate 
solely to the Certificates issued by the Trust Fund hereunder, and funds in such
Collection Account shall not be commingled with any other monies.               

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

     (c) The Master Servicer shall give to the Trustee prior written notice of
the name and address of the depository institution at which the Collection      
Account is maintained and the                                                   

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account number of such Collection Account. No later than 2:00 p.m. on each      
Deposit Date, the entire amount on deposit in the Collection Account (subject to
permitted withdrawals set forth in Section 4.02), not including any amounts     
which are to be excluded from the Available Distribution Amount for such        
Distribution Date pursuant to clauses (A) through (G) of paragraph (i) of the   
definition thereof (other than any amounts due or reimbursable to the Trustee   
pursuant to this Agreement), shall be remitted to the Trustee for deposit into  
the Certificate Account by wire transfer in immediately available funds. The    
Master Servicer, at its option, 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 representing Scheduled Payments on the Mortgage Loans due     
after the Cut-off Date and received by the Master Servicer on or before the     
Closing Date. Thereafter, the Master Servicer shall deposit or cause to be      
deposited in the Collection Account on the earlier of the applicable Remittance 
Date and two Business Days following receipt thereof, the following amounts     
received or payments made by it (other than in respect of principal of and      
interest on the Mortgage Loans due on or before the Cut-Off Date):              

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

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

         (iii) any unscheduled payment or other recovery with respect to a
      Mortgage Loan not otherwise specified in this paragraph (d), including any
 Subsequent Recovery, all Net Liquidation Proceeds with respect to the
   Mortgage Loans and REO Property, and all amounts received in connection
    with the operation of any REO Property, net of any unpaid Servicing Fees
      and Master Servicing Fees with respect to such Mortgage Loans, but only to
   the extent of the amount permitted to be withdrawn or withheld from the
  Collection Account in accordance with Sections 5.04 and 9.21; provided
     that if the applicable Servicer is also the Retained Interest Holder with
respect to any Mortgage Loan, payments on account of interest on the
    Mortgage Loans as to which such Servicer is the Retained Interest Holder
      may also be made net of the related Retained Interest with respect to each
such Mortgage Loan;                                                 

(iv) all Insurance Proceeds;                            

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

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

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(vii) all Prepayment Penalty Amounts; and               

         (viii) all proceeds of any Mortgage Loan purchased by any Person.

(e) Funds in the Collection Account may be invested in Eligible     
Investments (selected by and at the written direction of the Master Servicer)   
which shall mature not later than the earlier of (a) the Deposit Date (except   
that if such Eligible Investment is an obligation of the Trustee or the Paying  
Agent, if other than the Trustee, and such Collection Account is maintained with
the Trustee or the Paying Agent, if other than the Trustee, then such Eligible  
Investment shall mature not later than such applicable Distribution Date) or (b)
the day on which the funds in such Collection Account are required to be        
remitted to the Trustee for deposit into the Certificate Account, and any such  
Eligible Investment shall not be sold or disposed of prior to its maturity. All 
such Eligible Investments shall be made in the name of the Master Servicer in   
trust for the benefit of the Trustee and Holders of Structured Asset Securities 
Corporation, Mortgage Pass-Through Certificates, Series 2006-3H. All income and 
gain realized from any such investment shall be for the benefit of the Master   
Servicer, while such Collection Account is maintained by the Master Servicer,   
and shall be subject to its withdrawal or order from time to time and shall not 
be part of the Trust Fund. The amount of any losses incurred in respect of any  
such investments shall be deposited in such Collection Account by the Master    
Servicer out of its own funds, without any right of reimbursement therefor,     
immediately as realized. The foregoing requirements for deposit in the          
Collection Account are exclusive, it being understood and agreed that, without  
limiting the generality of the foregoing, payments of interest on funds in the  
Collection Account and payments in the nature of late payment charges or        
assumption fees need not be deposited by the Master Servicer in the Collection  
Account and may be retained by the Master Servicer or the applicable Servicer as
additional servicing compensation. If the Master Servicer deposits in the       
Collection Account any amount not required to be deposited therein, it may at   
any time withdraw such amount from such Collection Account.                     

Section 4.02. Application of Funds in the Collection Account.       

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

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

   (ii) to reimburse itself or any Servicer for any previously
      unreimbursed Advances or Servicing Advances made by it or by such Servicer
     that it or such Servicer determines in good faith will not be recoverable
from amounts representing late                                      

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     recoveries of payments of principal or interest respecting the particular
Mortgage Loan as to which such Servicing Advance was made or from   
    Liquidation Proceeds or Insurance Proceeds with respect to such Mortgage
  Loan, it being understood, in the case of any such reimbursement, that
    such Master Servicer's or Servicer's right thereto shall be prior to the
rights of the Certificateholders;                                   

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

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

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

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

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

   (viii) to make payments to the Trustee for deposit into the
Certificate Account in the amounts and in the manner provided for in
Section 4.04;                                                       

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

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

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

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

      (xiii) to reimburse a successor Master Servicer (solely in its
     capacity as successor Master Servicer), for any fee or advance occasioned
      by a termination of the Master Servicer, and the assumption of such duties
  by the Trustee or a successor Master Servicer appointed by the Trustee
      pursuant to Section 6.14, in each case to the extent not reimbursed by the
    terminated Master Servicer, it being understood, in the case of any such
  reimbursement or payment, that the right of the Master Servicer or the
   Trustee thereto shall be prior to the rights of the Certificateholders;
   and (xiv) to reimburse any Servicer for such amounts as are due thereto
     under the applicable Servicing Agreement and have not been retained by or
    paid to such Servicer to the extent provided in such Servicing Agreement
provided such amounts are Servicing Fees or "unanticipated expenses"
 within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii).

  If provided in the related Servicing Agreement, each Servicer shall be
entitled to retain as additional servicing compensation any Prepayment Interest 
Excess (to the extent not offset by Prepayment Interest Shortfalls). The        
Servicer of the Participations shall be entitled to retain as additional        
servicing compensation any Prepayment Penalty Amounts received with respect to  
the Participations.                                                             

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

Section 4.03. Reports to Certificateholders.                        

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

       (i) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates, other than
any Class of Notional                                               

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 Certificates, to the extent applicable, allocable to principal on the
   Mortgage Loans, including any Subsequent Recovery, Liquidation Proceeds
 and Insurance Proceeds, stating separately the amount attributable to
  scheduled principal payments and unscheduled payments in the nature of
principal in each Mortgage Pool;                                    

        (ii) the aggregate amount of the distribution to be made on such
    Distribution Date to the Holders of each Class of Certificates allocable
  to interest, including any Accrual Amount added to the Class Principal
Amount of any Class of Accrual Certificates;                        

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

           (iv) for each Mortgage Pool and in the aggregate, (A) the aggregate
    amount of any Advances required to be made by or on behalf of the Master
     Servicer or any Servicer (or, if applicable, the Trustee) with respect to
      such Distribution Date, (B) the aggregate amount of such Advances actually
   made, and (C) the amount, if any, by which (A) above exceeds (B) above;

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

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

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

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

        (ix) for each 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, and (e) as to which foreclosure proceedings have been  
 commenced as of the close of business on the last Business Day of the
     calendar month immediately preceding the month in which such Distribution
Date occurs;                                                        

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           (x) the aggregate principal balance of all REO Properties 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 aggregate Scheduled Principal Balance of all such
    Deleted Mortgage Loans, and of all Qualifying Substitute Mortgage Loans;

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

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

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

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

      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 (ss.       
229.1121) of Regulation AB, other than those data elements specified in Item    
1121(a)(11), (12) and (14).                                                     

   The Trustee will make such report and additional loan level information
(and, at its option, any additional files provided by the Master Servicer       
containing the same information in an alternative format) available each month  
to Certificateholders and the Rating Agencies via the Trustee's internet        
website. The Trustee's internet website shall initially be located at           
"www.sf.citidirect.com." Assistance in using the website can be obtained by     
calling the Trustee at (212) 657-7781. Such parties that are unable to use the  
website are entitled to have a paper copy mailed to them via first class mail by
calling the customer service desk and indicating such. The Trustee shall have   
the right to change the way such statements are distributed in order to make    
such distribution more convenient and/or more accessible to the above parties   
and the Trustee shall provide timely and adequate notification to all above     
parties regarding any such changes.                                             

     The foregoing information and reports shall be prepared and determined by
the Trustee based solely on Mortgage Loan data provided to the Trustee by the   
Master Servicer no later than four Business Days prior to the Distribution Date.
In preparing or furnishing the Mortgage Loan data to the Trustee, the Master    
Servicer shall be entitled to rely conclusively on the accuracy of the          
information or data regarding the Mortgage Loans and the related REO Property   
that has been provided to the Master Servicer by each Servicer, and the Master  
Servicer shall not be obligated to verify, recompute, reconcile or recalculate  
any such information or data. The                                               

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Trustee shall be entitled to conclusively rely on the Mortgage Loan data        
provided by the Master Servicer and shall have no liability for any errors in   
such Mortgage Loan data.                                                        

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

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

Section 4.04. Certificate Account.                                  

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

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

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

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            (ii) to pay the Trustee 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 prior to
   making distributions pursuant to Section 5.02 for any expenses or other
     indemnification owing to the Trustee and others pursuant to any provision
of this Agreement (to the extent payment of such expenses or other  
      indemnification constitutes "unanticipated expenses" within the meaning of
Treasury Regulation Section 1.860G-1(b)(3)(ii));                    

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

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

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

  (c) The 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
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 paid 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. Funds held in the           
Certificate Account that are not invested shall be held in cash.                

 ARTICLE V

DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

Section 5.01. Distributions Generally.                              

     (a) Subject to Section 7.01 with respect to the final distribution on the
Certificates, on each Distribution Date the Trustee or the Paying Agent shall   
make distributions in accordance with this Article V. Such distributions shall  
be made by check mailed to each Certificateholder's address as it appears on the
Certificate Register of the Certificate Registrar (which shall initially be the 
Trustee) or, upon written request made to the Trustee at least three Business   
Days prior to the related Distribution Date to any Certificateholder owning an  
aggregate initial Certificate Principal Amount of at least $2,500,000, or, in   
the case of the Notional Certificates, a Percentage Interest of 25%, by wire    
transfer in immediately available funds to an account specified in the request  
and at the expense of such Certificateholder; provided, however, that the final 
distribution in respect of any Certificate shall be made only upon presentation 
and surrender of such Certificate at the Corporate Trust Office. Wire transfers 
will be made at the expense of the Holder requesting such wire transfer by      
deducting a wire transfer fee from the related distribution. Notwithstanding    
such final payment of principal of any of the Certificates, each Residual       
Certificate will remain outstanding until the termination of each REMIC and the 

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payment in full of all other amounts due with respect to the Residual           
Certificate and at such time such final payment in retirement of the Residual   
Certificate will be made only upon presentation and surrender of such           
Certificate at the Corporate Trust Office of the Trustee or at the office of its
designated presenting agent in New York City. If any payment required to be made
on the Certificates is to be made on a day that is not a Business Day, then such
payment will be made on the next succeeding Business Day.                       

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

Section 5.02. Distributions from the Certificate Account.           

     (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf
of the Trustee) shall withdraw from the Certificate Account the Available       
Distribution Amount with respect to each Mortgage Pool, and shall distribute    
such amount to the Holders of record of each Class of Certificates with respect 
to each Mortgage Pool, in the following order of priority:                      

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

      (ii) from the remaining Available Distribution Amount for each
   Mortgage Pool, to each Class of related Senior Certificates (other than
   the Class PO Certificates), any outstanding Interest Shortfall for such
 Distribution Date; provided, however, that any shortfall in available
     amounts shall be allocated among the related Senior Classes in proportion
    to the Interest Shortfall for each such Class on such Distribution Date;

      (iii) from the remaining Available Distribution Amount, to the
     Senior Certificates (other than the Class of the Notional Certificate) in
   reduction of the Certificate Principal Amounts thereof, concurrently as
follows:                                                            

                  (A) to the Class 1-A1, Class 1-A2 and Class 1-A3 Certificates,
          from the Available Distribution Amount for Pool 1, in an amount up
            to the Senior Principal Distribution Amount for Pool 1, in reduction
            of their respective Certificate Principal Amounts, until their Class
            Principal Amounts have been reduced to zero sequentially as follows:

                  (i) first, to the Class 1-A3 Certificates, the NAS
              Priority Amount, until its Class Principal Amount has been
reduced to zero;                            

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                      (ii) to the Class 1-A2 Certificates, the lesser of (a)
                  the Class 1-A2 Principal Payment Amount and (b) the product of
                  (x) 99.50% and (y) the remaining Senior Principal Distribution
                Amount for Pool 1, until its Class Principal Amount has been
reduced to zero;                            

                     (iii) to the Class 1-A1 Certificates, with respect to
                 each Distribution Date on or after March 25, 2007, the lesser
              of (a) the Class 1-A1 Principal Payment Amount and (b) the
                product of (x) 99.50% and (y) the remaining Senior Principal
             Distribution Amount for Pool 1, until its Class Principal
Amount has been reduced to zero;            

                    (iv) to the Class 1-A2 Certificates, until its Class
Principal Amount has been reduced to zero;  

                   (v) to the Class 1-A1 Certificates, until its Class
  Principal Amount has been reduced to zero; and

                    (vi) to the Class 1-A3 Certificates, until its Class
Principal Amount has been reduced to zero;  

                    (vii) to the Class PO Certificates, the PO Principal
               Distribution Amount, until their Class Principal Amount has
been reduced to zero;                       

      (B) to the Class PO Certificates, the PO Principal
           Distribution Amount from the Available Distribution Amount for Pool
     1, until its Class Principal Amount has been reduced to zero;

                (C) to the Class R and Class 2-A1 Certificates, sequentially
            in that order, from the Available Distribution Amount for Pool 2, in
            an amount up to the Senior Principal Distribution Amount for Pool 2,
       in reduction of their Class Principal Amounts until their Class
Principal Amounts have been reduced to zero:            

          (D) to the Class PO Certificates, to the extent of the
        remaining Available Distribution Amount for Pool 1, the Class PO
         Deferred Amount for such Certificates for such Distribution Date;
           provided, however, that (x) distributions pursuant to this priority
        (D) will not exceed the total Subordinate Principal Distribution
            Amount for Pool 1 and Pool 2 for that date and (y) such amounts will
           not reduce the Class Principal Amount of the Class PO Certificates;

            (iv) from the remaining Available Distribution Amount for Pool 1 and
    Pool 2, subject to the prior distribution of amounts pursuant to Section
    5.02(e) in the case of clauses (C), (F), (I), (L), (O) and (R) below, to
the Subordinated Certificates, in the following order of priority:  

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

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

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

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

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

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

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

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

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

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

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

         (L) to the Class B4 Certificates, in reduction of the
            Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of                                           

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            each Subordinate Principal Distribution Amount for such Distribution
          Date, except as provided in Section 5.02(c), until the Certificate
Principal Balance thereof has been reduced to zero;     

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

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

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

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

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

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

(b) Net Prepayment Interest Shortfalls shall be allocated among the 
Certificates pro rata based on the Accrued Certificate Interest otherwise       
distributable thereon.                                                          

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

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

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

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

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

    (ii) On any Distribution Date on which any Certificate Group constitutes
an Undercollateralized Group, all amounts otherwise distributable as principal  
on the Subordinate Certificates, in reverse order of priority (other than       
amounts necessary to pay unpaid Interest Shortfalls), will be distributed as    
principal to the Senior Certificates (other than any Notional Certificates or   
Principal-Only Certificates) of such Undercollateralized Group in accordance    
with                                                                            

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the priorities set forth in Section 5.02(a)(iii), until the aggregate           
Certificate Principal Amount of such Senior Certificates (other than the Class  
PO Certificates) equals the Non-PO Pool Balance for Pool 1 or the Pool 2 Balance
for Pool 2, as applicable, of the related Mortgage Pool (such distribution, an  
"Undercollateralization Distribution"). In addition, the amount of any unpaid   
Interest Shortfalls with respect to an Undercollateralized Group on any         
Distribution Date (including any Interest Shortfalls for such Distribution Date)
will be distributed to the Senior Certificates of such Undercollateralized Group
prior to the payment of any Undercollateralization Distributions from amounts   
otherwise distributable as principal on the Subordinate Certificates, in reverse
order of priority.                                                              

Section 5.03. Allocation of Realized Losses.                        

     (a) (i) On any Distribution Date, (x) the applicable PO Percentage of the
principal portion of each Realized Loss (including any Realized Loss that is an 
Excess Loss) in respect of a Mortgage Loan in Pool 1 will be allocated to the   
Class PO Certificates until the Class Principal Amount thereof has been reduced 
to zero; and (y) the Non-PO Percentage of the principal portion of each Realized
Loss (other than any Excess Loss) in respect of a Mortgage Loan in Pool 1 shall 
be allocated as described below:                                                

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

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

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

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

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

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

                  seventh, to the Class 1-A1, Class 1-A2, Class 1-A3 and Class R
         Certificates, pro rata, until the Class Principal Amounts thereof
have been reduced to zero.                              

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

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

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

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

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

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

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

            seventh, to the Class 2-A1 Certificates, until the Class
Principal Amount thereof has been reduced to zero.      

   Notwithstanding the foregoing, the first $0.44 of the applicable Non-PO
Percentage of the principal portion of a Realized Loss shall not be allocated to
any Class of Certificates.                                                      

(b) With respect to any Distribution Date, the applicable Non-PO    
Percentage of the principal portion of any Excess Loss shall be allocated, pro  
rata, to the Subordinate Certificates and the Senior Certificates (other than   
the Class PO Certificates), in proportion to their Class Principal Amounts;     
provided, that any such loss allocated to any Class of Accrual Certificates (and
any Accrual Component) shall be allocated (subject to Section 5.03(c)) on the   
basis of the lesser of (x) the Class Principal Amount thereof immediately prior 
to the applicable Distribution Date and (y) the Class Principal Amount thereof  
on the Closing Date (as reduced by any Realized Losses previously allocated     
thereto).                                                                       

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

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

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

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

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

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

Section 5.05. Compensating Interest Payments.                       

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

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ARTICLE VI

 CONCERNING THE TRUSTEE;
 EVENTS OF DEFAULT

Section 6.01. Duties of Trustee.                                    

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

(b) The Trustee, upon receipt of all resolutions, certificates,     
statements, opinions, reports, documents, orders or other instruments furnished 
to the Trustee which are specifically required to be furnished pursuant to any  
provision of this Agreement, shall examine them to determine whether they are 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, to the Trustee pursuant to this Agreement, and
the Trustee shall not be required to recalculate or verify any numerical        
information furnished to the Trustee pursuant to this Agreement.                

(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 Holders of Certificates as
provided in Section 6.19 hereof;                                    

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

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          (iii) For all purposes under this Agreement, the Trustee shall not
  be deemed to have notice of any Event of Default (other than resulting
from a failure by the Master Servicer 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                                

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

(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 applicable Corporate Trust Office of the Trustee, (ii) of which a        
Responsible Officer has actual knowledge and (iii) which contains information   
sufficient to permit the Trustee to make a determination that the real property 
to which such document relates is a Mortgaged Property.                         

     (e) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with   
the direction of 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 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).              

   (g) Except as otherwise provided herein, the Trustee shall have no duty
(A) to see to any recording, filing, or depositing of this Agreement or any     
agreement referred to herein or any financing statement or continuation         
statement evidencing a security interest, or to see to the maintenance of any   
such recording or filing or depositing or to any re-recording, re-filing or     
re-depositing of any thereof, (B) to see to any insurance, (C) to see to the    
payment or discharge of any tax, assessment, or other governmental charge or any
lien or encumbrance of any kind owing with respect to, assessed or levied       
against, any part of the Trust Fund other than from funds                       

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available in the Collection Account or the Certificate Account, or (D) to       
confirm or verify the contents of any reports or certificates of the Master     
Servicer delivered to the Trustee pursuant to this Agreement believed by the    
Trustee , as applicable, to be genuine and to have been signed or presented by  
the proper party or parties.                                                    

 (h) 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.                                               

(i) 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.                                           

 (j) On or prior to the Closing Date, the Trustee shall deliver to the
Sponsor, the Master Servicer and the Depositor a certification in the form of   
Exhibit R attached hereto specifying the items it will address in its assessment
of compliance with the Servicing Criteria. On or before March 15 of each        
calendar year in which the Depositor is required to file reports with respect to
the Trust Fund in accordance with the Exchange Act and the rules and regulations
of the Commission, beginning with March 15, 2007, the Trustee shall deliver to  
the Sponsor, the Master Servicer and the Depositor a report regarding its       
assessment of compliance with the Servicing Criteria identified by such Party   
pursuant to the preceding sentence hereof, as of and for the period ending the  
end of the fiscal year ending no later than December 31 of the year prior to the
year of delivery of the report. Each such report shall include (a) a statement  
of the party's responsibility for assessing compliance with the Servicing       
Criteria applicable to such party, (b) a statement that such party used the     
criteria identified in Item 1122(d) of Regulation AB (ss. 229.1122(d)) to assess
compliance with the applicable Servicing Criteria, (c) disclosure of any        
material instance of noncompliance identified by such party and (d) a statement 
that a registered public accounting firm has issued an attestation report on    
such party's assessment of compliance with the applicable Servicing Criteria,   
which report shall be delivered by the Trustee as provided in Section 6.01(k).  
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 Trustee shall, at its own        
expense, furnish or cause to be furnished to the Sponsor and the Depositor an   
assessment of compliance and attestation of any Subservicer or Subcontractor    
with respect to the Trustee.                                                    

    (k) 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 Trustee shall, at its own expense, cause a firm of          
independent public accountants (who may also render other services to Trustee), 
which is a member of the American Institute of Certified Public Accountants, to 
furnish to the Sponsor, the Master Servicer and the Depositor a report to the   
effect that such firm that attests to, and reports on, the assessment made by   
such asserting party pursuant to Section 6.01(j) above, which report shall be   
made in accordance with standards for attestation engagements                   

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issued or adopted by the Public Company Accounting Oversight Board. 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 Trustee shall, at its own expense, furnish to the Sponsor and the     
Depositor an assessment of compliance and attestation of any Subservicer or     
Subcontractor with respect to the Trustee.                                      

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

      (m) For so long as the Depositor is subject to Exchange Act reporting with
respect to the Trust Fund, the Trustee shall notify the Depositor, the Master   
Servicer and the Sponsor within three (3) Business Days after the related       
Distribution Date of knowledge thereof of any legal proceedings pending against 
the Trustee of the type described in Item 1117 (ss. 229.1117) of Regulation AB, 
and (ii) if the Trustee, shall become (but only to the extent not previously    
disclosed) at any time an affiliate of any of the parties listed on Exhibit S   
hereto. On or before March 1st of each year, the Depositor shall distribute the 
information in Exhibit S to the Trustee.                                        

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

    Section 6.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 6.01:                                                       

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

       (ii) 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;                                                            

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

  (iv) Unless an Event of Default shall have occurred and be
     continuing, the Trustee shall not be bound to make any investigation into
  the facts or matters stated in any resolution, certificate, statement,
   instrument, opinion, report, notice, request, consent, order, approval,
     bond or other paper or document (provided the same appears regular on its
face), unless requested in writing to do so by Holders of at least a
 majority in Class Principal Amount (or Class Notional Amount) of each
   Class of Certificates; provided, however, that, if the payment within a
reasonable time to the Trustee 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 as a condition to proceeding. The reasonable
expense thereof shall be paid by the Holders requesting such        
investigation;                                                      

            (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 be under no obligation to exercise any of the
    trusts or powers vested in it by this Agreement or to institute, conduct
     or defend any litigation hereunder or in relation hereto, in each case at
     the request, order or direction of any of the Certificateholders pursuant
     to the provisions of this Agreement, unless such Certificateholders shall
    have offered to the Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which may be incurred therein or thereby;

       (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                                                          

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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.                            

     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 with the    
other parties hereto with the same rights it would have if it were not Trustee  
or such agent.                                                                  

 Section 6.05. Eligibility Requirements for Trustee. Trustee hereunder
shall at all times be (i) an institution insured by the FDIC and (ii) a         
corporation or national banking association, organized and doing business under 
the laws of any State or the United States of America, authorized under such    
laws to exercise corporate trust powers, having a combined capital and surplus  
of not less than $50,000,000 and subject to supervision or examination by       
federal or state authority. If such corporation or national banking association 
publishes reports of condition at least annually, pursuant to law or to the     
requirements of the aforesaid supervising or examining authority, then, for the 
purposes of this Section, the combined capital and surplus of such corporation  
or national banking association shall be deemed to be its combined capital and  
surplus as set forth in its most recent report of condition so published. In    
case at any time 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 and the Master 
Servicer. Upon receiving such notice of resignation, the Depositor will promptly
appoint a successor trustee, 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 the Master Servicer. If no successor trustee shall have been so 
appointed and shall have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of     
competent jurisdiction for the appointment of a successor trustee.              

(b) If at any time (i) the Trustee shall cease to be eligible in    
accordance with the provisions of Section 6.05 and shall fail to resign after   
written request therefor by the Depositor, (ii) the Trustee shall become        
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer     
shall take                                                                      

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charge or control of the Trustee or 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 the Rating Agencies of   
any Class of Certificates with a rating, or (v) the Trustee shall fail to       
deliver the information or reports required pursuant to Sections 6.01(j) through
(m) hereto, then the Depositor shall remove the Trustee and appoint a successor 
trustee by written instrument, one copy of which instrument shall be delivered  
to the Trustee so removed, one copy to the successor trustee and one copy to the
Master Servicer; provided, however, that if the Trustee is removed for the      
failure to provide the accountant's attestation pursuant to Section 6.01(k) of  
this Agreement, the Trustee shall reimburse the Depositor for reasonable        
out-of-pocket costs incurred by the Depositor in providing for a successor      
Trustee.                                                                        

    (c) The Holders of more than 50% of the Class Principal Amount (or Class
Notional Amount) of each Class of Certificates 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, one copy of which instrument shall be delivered to the Depositor,   
one copy to the Trustee so removed and one copy to the Master Servicer; the     
Depositor shall thereupon use its best efforts to appoint a mutually acceptable 
successor trustee in accordance with this Section.                              

(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) acceptance of appointment by the successor trustee as provided in Section  
6.07.                                                                           

Section 6.07. Successor Trustee                                     

 (a) Any successor trustee appointed as provided in Section 6.06 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer and to   
its predecessor trustee (i) an instrument accepting such appointment hereunder  
and (ii) if such successor trustee is appointed at any time during the period   
that a Form 10-K is being filed with respect to the Trust in accordance with the
Exchange Act and the rules and regulations of the Commission, the certification 
required pursuant to the first sentence of Section 6.01(j) indicating which     
Servicing Criteria are applicable to such successor trustee, 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. The  
predecessor trustee (or its custodian) shall deliver to the successor trustee   
(or assign to the successor trustee its interest under each Custodial Agreement,
to the extent permitted thereunder) all Mortgage Files and documents and        
statements related to each Mortgage Files held by it hereunder, and shall duly  
assign, transfer, deliver and pay over to the successor trustee the entire Trust
Fund, together with all necessary instruments of transfer and assignment or     
other documents properly executed necessary to effect such transfer and such of 
the record or copies thereof maintained by the predecessor trustee in the       
administration hereof as may be requested by the successor trustee and shall    
thereupon be discharged from all duties and responsibilities under this         
Agreement. In addition, the Master Servicer and the predecessor Trustee shall   
execute and deliver such other                                                  

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instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations.                                                         

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

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

   Section 6.08. Merger or Consolidation of Trustee. 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 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 Sponsor, the Master      
Servicer and the Depositor, at least 15 calendar days prior to the effective    
date of such succession or appointment, of such succession or appointment and   
shall furnish to the Sponsor, the Master Servicer and the Depositor in writing  
and in form and substance reasonably satisfactory to the Sponsor, the Master    
Servicer and the Depositor, all information reasonably necessary for the Trustee
to accurately and timely report, pursuant to Section 6.20, the event under Item 
6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the        
Exchange Act are required to be filed under the Exchange Act).                  

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

      (a) Notwithstanding any other provisions hereof, at any time, the Trustee,
the Depositor or the Certificateholders evidencing more than 50% of the Class   
Principal Amount (or Class Notional Amount) of each Class of Certificates shall 
each have the power from time to time to appoint one or more Persons to act     
either as co-trustees jointly with the Trustee, or as separate trustees, or as  
custodians, for the purpose of holding title to, foreclosing or otherwise taking
action with respect to any Mortgage Loan outside the state where the Trustee has
its principal place of business where such separate trustee or co-trustee is    
necessary or advisable (or the Trustee has been advised by the Master Servicer  
that such separate trustee or co-trustee is necessary or advisable) under the   
laws of any state in which a property securing a Mortgage Loan is located or for
the purpose of otherwise conforming to any legal requirement, restriction or    
condition in any state in which a property securing a Mortgage Loan is located  
or in any state in which any portion of the Trust Fund is located. The separate 
trustees, co-trustees, or custodians so appointed shall be trustees or          
custodians for the benefit of all the Certificateholders and shall have such    
powers, rights and remedies as shall be specified in the instrument of          
appointment; provided, however, that no such appointment shall, or shall be     
deemed to, constitute the appointee an agent of the Trustee. The obligation of  
the Trustee to make Advances                                                    

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pursuant to Section 5.04 and 6.14 hereof shall not be affected or assigned by   
the appointment of a co-trustee, provided, however, that prior to the           
appointment hereunder of any such co-trustee. Notwithstanding the foregoing, at 
any time during the period a Form 10-K is being filed with respect to the Trust 
in accordance with the Exchange Act and the rules and regulations of the        
Commission no such co-custodian or co-trustee shall be vested with any powers,  
rights and remedies under this Agreement unless such party has agreed to comply 
with all Regulation AB requirements set forth under this Agreement or the       
related Custodial Agreement, as applicable.                                     

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

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

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

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

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

  (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.                 

(d) Any separate trustee, co-trustee or custodian may, at any time, 
constitute the Trustee its agent or attorney-in-fact with full power and        
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. The Trustee shall not  
be responsible for any action or inaction of any separate trustee, co-trustee or
custodian. If any separate trustee, co-trustee or custodian shall die, become   
incapable of acting,                                                            

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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
to the extent, and in accordance with the standards, specified in Section 6.12  
hereof (which compensation shall not reduce any compensation payable to the     
Trustee under such Section).                                                    

Section 6.10. Authenticating Agents.                                

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

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

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

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Authenticating Agent shall be entitled to reasonable compensation for its       
services and, if paid by the Trustee, it shall be a reimbursable expense to the 
extent provided in Section 6.12.                                                

    Section 6.11. Indemnification of Trustee. 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, including any applicable fees and        
expenses payable pursuant to Section 6.12 and the costs and expenses of         
defending themselves against any claim in connection with the exercise or       
performance of any of their powers or duties hereunder, provided that:          

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

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

            (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;                         

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

          (v) the Trustee shall be further indemnified by the Seller for and
    held harmless against, any loss, liability or expense arising out of, or
   in connection with, the provisions set forth in Section 2.02(g) hereof,
including, without limitation, all costs, liabilities and expenses  
(including reasonable legal fees and expenses) of investigating and 
defending itself against any claim, action or proceeding, pending or
threatened, relating to the provisions of such paragraph.           

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

 Section 6.12. Fees and Expenses of Trustee and Custodian. The Trustee
shall be entitled to (a) the Trustee Fee and (b) all reasonable expenses,       
disbursements and advancements incurred                                         

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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), except
any such expenses, disbursements and advancements that either (i) arise from its
negligence, bad faith or willful misconduct or (ii) do not constitute           
"unanticipated expenses" within the meaning of Treasury Regulations Section     
1.860G-1(b)(3)(ii). The Custodian shall be compensated as separately agreed with
the Depositor.                                                                  

     The Trustee shall be entitled to reimbursement of its reasonable expenses
and disbursements incurred or made in connection with a Section 7.01(c) Purchase
Event in accordance with Section 4.04(b). Each Custodian shall receive          
compensation and reimbursement or payment of its expenses under the related     
Custodial Agreement as provided therein; provided that, to the extent required  
under Section 6 or Section 20 of the Custodial Agreement, the Trustee is hereby 
authorized to pay such compensation or 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 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,
  the Trustee by the Holders of not less than 25% of the Class Principal
    Amount (or Class Notional Amount) of each Class of Certificates affected
thereby; or                                                         

           (ii) Any failure by the Master Servicer to duly perform, within the
   required time period and without notice, its obligations to provide any
     certifications required pursuant to Sections 9.25 and 9.26, which failure
continues unremedied for a period of five (5) days from the date of 
delivery required with respect to such certification; or            

            (iii)  Except  with  respect to those  items  listed in clause  (ii)
      above,  any  failure by the Master  Servicer to duly  perform,  within the
      required time period,  without notice or grace period,  its obligations to
provide any information, data or materials required to be           

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   provided hereunder pursuant to Sections 9.23 and 9.29(b), including any
items required to be included in any Exchange Act report;; or       

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

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

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

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

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

      (ix) If a representation or warranty set forth in Section 9.14
      hereof shall prove to be incorrect as of the time made in any respect that
     materially and adversely affects the interests of the Certificateholders,
     and the circumstance or condition in respect of which such representation
    or warranty was incorrect shall not have been eliminated or cured within
60 days after the date on which written notice of such incorrect    
      representation or warranty shall have been given to the Master Servicer by
    the Trustee, or to the Master Servicer and the Trustee by the Holders of
   not less than 25% of the Aggregate Certificate Principal Amount of each
Class of Certificates; or                                           

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

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

            (xii) 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 such failure continues unremedied for
 a period of one Business Day after the date upon which notice of such
failure shall have been given to the Master Servicer by the Trustee.

If an Event of Default described in clauses (i) through (xi) of this
Section 6.14(a) shall occur, then, in each and every case, subject to applicable
law, so long as any such Event of Default shall not have been remedied within   
any period of time prescribed by this Section 6.14, the Trustee, by notice in   
writing to the Master Servicer may, and shall, if so directed by                
Certificateholders evidencing more than 50% of the Class Principal Amount (or   
Class Notional Amount) of each Class of Certificates, terminate all of the      
rights and obligations of the Master Servicer hereunder and in and to the       
Mortgage Loans and the proceeds thereof. If an Event of Default described in    
clause (xii) of this Section 6.14(a) shall occur, then, in each and every case, 
subject to applicable law, so long as such Event of Default shall not have been 
remedied within the time period prescribed by clause (xii) of this Section      
6.14(a), the Trustee, by notice in writing to the Master Servicer, shall        
promptly terminate all of the rights and obligations of the Master Servicer     
hereunder and in and to the Mortgage Loans and the proceeds thereof. If an Event
of Default described in clause (xii) of this Section 6.14(a) shall occur, then, 
in each and every case, subject to applicable law, the Trustee, by notice in    
writing to the Master Servicer, shall promptly terminate all of the rights and  
obligations of the Master Servicer hereunder and in and to the Mortgage Loans   
and the proceeds thereof. On or after the receipt by the Master Servicer of such
written notice, all authority and power of the Master Servicer, and only in its 
capacity as Master Servicer under this Agreement, whether with respect to the   
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under the terms of this Agreement; and the Trustee is hereby authorized  
and empowered to execute and deliver, on behalf of the defaulting Master        
Servicer as attorney-in-fact or otherwise, any and all documents and other      
instruments, and to do or accomplish all other acts or things necessary or      
appropriate to effect the purposes of such notice of termination, whether to    
complete the transfer and endorsement or assignment of the Mortgage Loans and   
related documents or otherwise. The defaulting Master Servicer agrees to        
cooperate with the Trustee in effecting the termination of the defaulting Master
Servicer's responsibilities and rights hereunder as Master Servicer including,  
without limitation, notifying Servicers of the assignment of the master         
servicing function and providing the Trustee or its                             

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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 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. Neither the Trustee nor any successor     
Master Servicer shall have any liability for any acts or omissions of the       
predecessor Master Servicer or for any breach of any representation or warranty 
by such predecessor Master Servicer.                                            

      Notwithstanding the termination of its activities as Master Servicer, each
terminated Master Servicer shall continue to be entitled to reimbursement to the
extent provided in Section 4.02(i), (ii), (iii), (iv), (v), (vi), (vii), (ix)   
and (xi) 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 the Rating      
Agencies of the nature and extent of such Event of Default. The Trustee shall   
immediately give written notice to the Master Servicer upon such Master         
Servicer's failure to remit funds on the Deposit Date.                          

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

    (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, appoint or petition 
a court of competent jurisdiction to appoint any established housing and home   
finance institution servicer, master servicer, servicing or mortgage servicing  
institution having a net worth of not less than $15,000,000 and meeting such    
other standards for a successor master servicer as are set forth in this        
Agreement, as the                                                               

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successor to such Master Servicer in the assumption of all of the               
responsibilities, duties or liabilities of a master servicer, like the Master   
Servicer. Any entity designated by the Trustee 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. 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. 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; provided that the terminated      
Master Servicer shall reimburse the Trust for any such expense incurred by the  
Trust Fund.                                                                     

      Section 6.15. Additional Remedies of Trustee Upon Event of Default. During
the continuance of any Event of Default, so long as such Event of Default shall 
not have been remedied, the Trustee, in addition to the rights specified in     
Section 6.14, shall have the right, in its own name and as trustee of an express
trust, to take all actions now or hereafter existing at law, in equity or by    
statute to enforce its rights and remedies and to protect the interests, and    
enforce the rights and remedies, of the Certificateholders (including the       
institution and                                                                 

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

 Section 6.16. Waiver of Defaults. 35% or more of the Aggregate Voting
Interests of Certificateholders may waive any default or Event of Default by the
Master Servicer in the performance of its obligations hereunder, except that a  
default in the making of any required deposit to the Certificate Account that   
would result in a failure of the Trustee to make any required payment of        
principal of or interest on the Certificates may only be waived with the consent
of 100% of the affected Certificateholders. Upon any such waiver of a past      
default, such default shall cease to exist, and any Event of Default arising    
therefrom shall be deemed to have been remedied for every purpose of this       
Agreement. No such waiver shall extend to any subsequent or other default or    
impair any right consequent thereon except to the extent expressly so waived.   

 Section 6.17. Notification to Holders. Upon termination of the Master
Servicer or appointment of a successor to the Master Servicer, in each case as  
provided herein, the Trustee shall promptly mail notice thereof by first class  
mail to the Certificateholders at their respective addresses appearing on the   
Certificate Register. The Trustee shall also, within 45 days after the          
occurrence of any Event of Default known to a Responsible Officer of the        
Trustee, give written notice thereof to the Certificateholders, unless such     
Event of Default shall have been cured or waived prior to the issuance of such  
notice and within such 45-day period.                                           

Section 6.18. Directions by Certificateholders and Duties of Trustee
During Event of Default. Subject to the provisions of Section 8.01 hereof,      
during the continuance of any Event of Default, Holders of Certificates         
evidencing not less than 25% of the Class Principal Amount (or Class Notional   
Amount) of each Class of Certificates may direct the time, method and place of  
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,  
however, that the Trustee shall be under no obligation to pursue any such       
remedy, or to exercise any of the trusts or powers vested in it by this         
Agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer or any successor master servicer from its    
rights and duties as master servicer hereunder) at the request, order or        
direction of any of the Certificateholders, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the cost,  
expenses and liabilities which may be incurred therein or thereby; and, provided
further, that, subject to the provisions of Section 8.01, the Trustee shall have
the right to decline to follow any such direction if the Trustee, in accordance 
with an Opinion of Counsel, determines that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith determines that the   
action or proceeding so directed would involve it in personal liability or be   
unjustly prejudicial to the non-assenting Certificateholders.                   

      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                                                        

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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 a Certificateholder.                      

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 and appropriate state income tax returns and such other     
returns as may be required by applicable law relating to the Trust Fund, and    
shall file any other documents to the extent required by applicable state tax   
law (to the extent such documents are in the 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       
forward 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 will indemnify the Trustee for any liability of or assessment   
against the Trustee, as applicable, resulting from any error in any of such tax 
or information returns directly resulting from errors in the information        
provided by such Master Servicer.                                               

    (b) The Trustee shall prepare and file with the Internal Revenue Service
("IRS"), on behalf of each of the Lower Tier REMIC, the Middle Tier REMIC and   
the Upper Tier REMIC, 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 notice to the Master Servicer and  
the Depositor. The Trustee will file, on behalf of each REMIC, an IRS Form 8811.

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

(d) Reports Filed on Form 10-D.                                     

          (i) Within 15 days following each Distribution Date (or such later
 date as may be permissible due to an extension of the filing deadline
under the Exchange Act), the Trustee will prepare and file on a     
  Distribution Report on Form 10-D with respect to the Trust Fund, which
Distribution Report shall include a copy of the Distribution Date   
    Statement prepared by the Trustee in respect of the related Distribution
Date detailing all                                                  

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     data elements specified in Item 1121(a) of Regulation AB other than those
 data elements specified in Item 1121(a)(11), (12) and (14); provided,
      that, the Trustee shall have received from the Depositor, the Sponsor, the
     Master Servicer, the Servicer, any Custodian, any Cap Counterparty or any
    Subservicer or Subcontractor therefor, no later than three Business Days
      after the related Distribution Date, the following additional information,
data, and materials, in a form suitable for conversion to the format
      required for filing with the Commission via EDGAR, required to be included
in the Distribution Report on Form 10-D for such Distribution Date: 

              (A) Item 1 - Distribution and Pool Performance Information
          (each of the data elements specified in Item 1121(a)(11), (12) and
(14) of Regulation AB);                                 

                (B) Item 2 - Legal Proceedings (information required by Item
1117 of Regulation AB);                                 

       (C) Item 3 - Sale of Securities and Use of Proceeds
 (information required by Item 2 of Part II of Form 10-Q);

             (D) Item 4 - Defaults Upon Senior Securities (information
required by Item 3 of Part II of Form 10-Q);            

            (E) Item 5 - Submission of Matters to a Vote of Security
         Holders (information required by Item 4 of Part II of Form 10-Q);

                 (F) Item 6 - Significant Obligors of Pool Assets (information
required by Item 1112(b) of Regulation AB);             

             (G) Item 7 - Significant Enhancement Provider Information
           (information required by Items 1114(b)(2) and 1115(b) of Regulation
AB);                                                    

                  (H) Item 8 - Other Information (all other information required
           to be disclosed on Form 8-K during the period covered by the report
and not yet reported); and                              

               (I) Item 9 - Exhibits (all exhibits required to be filed by
            Form 10-D and Item 601 of Regulation S-K other than the Distribution
Date Statement to be provided by the Trustee).          

     (ii) After preparing the Form 10-D, the Trustee shall forward
    electronically a draft copy of the Form 10-D to the Exchange Act Signing
     Party for review and approval. If the Master Servicer is the Exchange Act
     Signing Party and the Form 10-D includes Additional Form 10-D Disclosure,
then the Form 10-D shall also be electronically distributed to the  
    Depositor for review and approval. No later than two Business Days prior
  to the 15th calendar day after the related Distribution Date, a 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                            

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     overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or
 if a previously filed Form 10-D needs to be amended, the Trustee will
 follow the procedures set forth in subsection (g)(ii) of this Section
     6.20. Promptly (but no later than one Business Day) after 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(d) related to the timely preparation and filing of Form 10-D
is contingent upon such parties strictly observing all applicable   
    deadlines in the performance of their duties under this Section 6.20(d).
    The Trustee shall have no liability for any loss, expense, damage, claim
    arising out of or with respect to any failure to properly prepare and/or
     timely file such Form 10-D, where such failure results from the Trustee's
inability or failure to obtain or receive, on a timely basis, any   
  information from any other party hereto needed to prepare, arrange for
    execution or file such Form 10-D, not resulting from its own negligence,
     bad faith or willful misconduct. The Trustee shall not be responsible (1)
  for the content of any of the information provided pursuant to clauses
      (d)(i)(A) - (I) above (unless such item is provided by and specific to the
     Trustee, in which case the Trustee will be responsible for the content of
   such information; provided that such information is not revised without
   the prior consent of the Trustee), (2) for determining whether any such
information is required to be included in any Form 10-D, (3) for    
   reformatting any information so that it is able to be filed on EDGAR or
   (4) for the failure to include any information if it is not provided to
the Trustee on a timely basis (unless such item is specific to the  
     Trustee, in which case the Trustee will be responsible for the failure to
    include such information, unless such information is not included in the
final Form 10-D without the consent of the Trustee).                

(e) Reports Filed on Form 10-K.                                     

            (i) 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, and, unless and until a Form 15 Suspension Notification shall have
   been filed, the Trustee shall prepare and file (but will not execute) a
Form 10-K in respect of the Trust Fund, which shall include the     
      certification required pursuant to Rule 13a-14 under the Exchange Act (the
"Form 10-K Certification") signed by an appropriate party or parties
(which Form 10-K Certification the Trustee shall not be required to 
    prepare or sign) and such other information as is required by the Rules;
      provided, that, the Trustee shall have received from the Depositor and the
      Servicer, each Custodian, each Additional Servicer, any Servicing Function
  Participant and the Master Servicer (each, a "Reporting Servicer"), no
   later than March 1 of each calendar year (and in the case of the Master
    Servicer, no later than the date set forth in Section 9.25 herein) prior
 to the filing deadline for such Annual Report, all information, data,
      assessments of compliance, accountant's attestations and exhibits required
  to be provided or filed with such Annual Report including information,
   data, assessments of compliance, accountant's attestations and exhibits
    required to be provided in connection with the following Items and other
filing requirements of Form 10-K:                                   

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               (A) Item 9B - Other Information (information required to be
     reported on Form 8-K in the fourth quarter but not reported);

            (B) Item 15 - Exhibits and Financial Statement Schedules
            (including all exhibits required to be filed pursuant to Item 601 of
          Regulation S-K under the Exchange Act other than the certification
  specified in Item 601(b)(31)(ii) of Regulation S-K and the
    Assessment of Compliance, Attestation Report, and Compliance
           Statement specified in Item 601(b)(33), (34) and (35) of Regulation
            S-K with respect to those Servicing Criteria as to which the Trustee
is the Item 1122 Responsible Party);                    

                  (C) Significant Obligor Financial Information (Item 1112(b) of
Regulation AB);                                         

              (D) Significant Enhancement Provider Financial Information
(Items 1114(b)(2) and 1115(b) of Regulation AB);        

       (E) Legal Proceedings (Item 1117 of Regulation AB);

           (F) Affiliations and Certain Relationships and Related;
Transactions (Item 1119 of Regulation AB);              

                (G) Compliance with Applicable Servicing Criteria (Item 1122
of Regulation AB); and                                  

              (H) Servicer Compliance Statement (Item 1123 of Regulation
AB).                                                    

     (ii) After preparing the Form 10-K, the Trustee shall forward
    electronically a draft copy of the Form 10-K to the Exchange Act Signing
     Party for review and approval. If the Master Servicer is the Exchange Act
     Signing Party and the Form 10-K includes Additional Form 10-K Disclosure,
then the Form 10-K shall also be electronically distributed to the  
      Depositor for review and approval. No later than the close of business New
     York City time on the 4th Business Day prior to the 10-K Filing Deadline,
  a senior officer of the Exchange Act Signing Party shall sign the Form
    10-K and return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the  
    Trustee. If a Form 10-K cannot be filed on time or if a previously filed
     Form 10-K needs to be amended, the Trustee will follow the procedures set
     forth in subsection (g) of this Section 6.20. Promptly (but no later than
     one Business Day) after 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(e) related to the timely
    preparation and filing of Form 10-K is contingent upon such parties (and
any Additional Servicer or Servicing Function Participant) strictly 
 observing all applicable deadlines in the performance of their duties
    under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section
    9.26. The Trustee shall have no liability for any loss, expense, damage,
   claim arising out of or with respect to any failure to properly prepare
  and/or timely file such Form 10-K, where such failure results from the
Trustee's                                                           

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inability or failure to obtain or receive, on a timely basis, any   
  information from any other party hereto needed to prepare, arrange for
    execution or file such Form 10-K, not resulting from its own negligence,
     bad faith or willful misconduct. The Trustee shall not be responsible (1)
  for the content of any of the information provided pursuant to clauses
      (e)(i)(A) - (H) above (unless such item is provided by and specific to the
     Trustee, in which case the Trustee will be responsible for the content of
   such information; provided that such information is not revised without
   the prior consent of the Trustee), (2) for determining whether any such
information is required to be included in any Form 10-K, (3) for    
   reformatting any information so that it is able to be filed on EDGAR or
   (4) for the failure to include any information if it is not provided to
the Trustee on a timely basis (unless such item is specific to the  
     Trustee, in which case the Trustee will be responsible for the failure to
    include such information, unless such information is not included in the
final Form 10-K without the consent of the Trustee).                

          (iii) Unless a Form 15 Suspension Notification with respect to the
    Trust Fund has been filed, if so requested, on or prior to March 15th of
      each year, beginning in March 2007, the Trustee shall sign a certification
      in the form attached hereto as Exhibit Q (the "Back-Up Certification") for
  the benefit of Exchange Act Signing Party and the Person who signs the
      Form 10-K Certification (the "Certifying Party") regarding certain aspects
     of such Form 10-K Certification upon which the Exchange Act Signing Party
     and the Certifying Party can reasonably rely (provided, however, that the
     Trustee shall not be required to undertake an analysis of, and shall have
      no responsibility for, any financial information, the accountant's report,
certification or other materials contained therein, except for those
  computations prepared by the Trustee and reflected in the distribution
     report). Nothing in this Section 6.20(e) shall relieve the Trustee of its
   responsibility for the matters as to which it is certifying in the form
attached hereto as Exhibit Q.                                       

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

(f) Reports Filed on Form 8-K.                                      

      (i) Within four Business Days after the occurrence of an event
     requiring disclosure on Form 8-K (each such event, a "Reportable Event"),
    at the written direction and expense of the Depositor, the Trustee shall
      prepare and file Current Reports on Form 8-K in respect of the Trust Fund,
     as required by the Exchange Act; provided, that, the Depositor shall have
    timely notified the Trustee of an item reportable on a Current Report on
Form 8-K and shall have delivered to the Trustee no later than two  
   Business Days prior to the filing deadline for such Current Report, all
      information, data, and exhibits required to be provided or filed with such
    Current Report, including, particularly, information, data and exhibits,
    in a form suitable for conversion to the format required for filing with
    the Commission via EDGAR, required to be provided in connection with the
following Items of Form 8-K:                                        

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               (A) Item 1.01 - Entry into a Material Definitive Agreement;

            (B) (B) Item 1.02 - Termination of a Material Definitive
Agreement;                                              

(C) Item 1.03 - Bankruptcy or Receivership; 

                 (D) Item 2.04 - Triggering Events that Accelerate or Increase
           a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement;                                      

               (E) Item 3.03 - Material Modification to Rights of Security
Holders;                                                

              (F) Item 5.03 - Amendments of Articles of Incorporation or
Bylaws; Change of Fiscal Year;                          

  (G) Item 6.02 - Change in Servicer or Trustee;

                  (H) Item 6.03 - Change in Credit Enhancement or Other External
Support;                                                

                (I) Item 6.04 - Failure to Make a Required Distribution; and

       (J) Item 6.05 - Securities Act Updating Disclosure.

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

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 be responsible (1) for the content of any of the information provided
      pursuant to clauses (f)(i)(A) - (J) above (unless such item is provided by
      and specific to the Trustee, in which case the Trustee will be responsible
      for the content of such information; provided that such information is not
  revised without the prior consent of the Trustee), (2) for determining
     what information is required to be filed on a Form 8-K in connection with
    the transactions contemplated by this Agreement (unless such information
     is specific to the Trustee, in which case the Trustee will be responsible
    for making such a determination, unless such information is not included
in the final Form 8-K without the consent of the Trustee), (3) for  
   reformatting any information so that it is able to be filed on EDGAR or
(4) for any late filing of a Form 8-K in the event that it does not 
 receive all information, data, signatures and exhibits required to be
 provided or filed on or prior to the second Business Day prior to the
applicable filing deadline.                                         

(g) 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 in writing, the Trustee shall prepare and file a Form 15  
     relating to the automatic suspension of reporting in respect of the Trust
Fund under the Exchange Act.                                        

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

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    (h) The Trustee, with the prior consent of the Depositor, may include in
any Exchange Act report all relevant information, data, and exhibits as the     
Trustee may receive in connection with such report irrespective of any provision
that may permit the exclusion of such material. For example, the Trustee, with  
the prior consent of the Depositor, may file all Assessments of Compliance,     
Attestation Reports and Compliance Statements timely received from any Item 1122
Responsible Party irrespective of any applicable minimum pool asset percentage  
requirement for disclosure related to such Item 1122 Responsible Party.         

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

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

Section 6.21. Reporting Requirements of the Commission.             

      Each of the  parties  hereto  acknowledges  and agrees that the purpose of
Sections  6.01 and 6.20 of this  Agreement is to  facilitate  compliance  by the
Sponsor 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 from the
Commission,   convention  or  consensus   among  active   participants   in  the
asset-backed  securities  markets or otherwise in respect of the requirements of
Regulation AB and (c) the parties shall comply with reasonable  requests made by
the Sponsor,  the Master Servicer,  the Trustee or the Depositor for delivery of
additional or different information, to the extent such information is available
or  reasonably  attainable,  as the Sponsor,  the Trustee or the  Depositor  may
determine in good faith is necessary to comply with the provisions of Regulation
AB.                                                                             

ARTICLE VII 

PURCHASE AND TERMINATION
 OF THE TRUST FUND

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

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      (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 for deposit into  
the Certificate Account pursuant to Section 4.02 and the obligations of the     
Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14), shall       
terminate on the earlier of (i) the final payment or other liquidation of the   
last Mortgage Loan remaining in the Trust Fund and the disposition of all REO   
Property and (ii) the sale of all remaining property held by the Trust Fund in  
accordance with Section 7.01(b); provided, however, that in no event shall the  
Trust Fund created hereby continue beyond the expiration of 21 years from the   
death of the last survivor of the descendants of Joseph P. Kennedy, the late    
Ambassador of the United States to the Court of St. James's, living on the date 
hereof. Any termination of the Trust Fund shall be carried out in such a manner 
so that the termination of each REMIC included therein shall qualify as a       
"qualified liquidation" under the REMIC Provisions.                             

(b) On any Distribution Date occurring after the date on which the  
aggregate Scheduled Principal Balance of the Mortgage Loans in the Trust Fund is
less than 5% of the Principal Balance of the Mortgage Loans in the Trust Fund   
(determined in the aggregate rather than by pool) as of the Cut-off Date, the   
Master Servicer, with the consent of the Seller (which consent will not be      
unreasonably withheld), may, upon written direction to the Trustee, cause the   
Trustee to sell (or arrange for the sale of) the assets of the Trust Fund. Upon 
the repurchase of the Mortgage Loans in the Trust Fund, the Master Servicer     
shall, upon written direction to the Trustee, cause each REMIC included in the  
Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03     
hereof to sell all of its property. The property of the Trust Fund shall be sold
at a price (the "Repurchase Price") equal to: (i) 100% of the unpaid principal  
balance of each Mortgage Loan in the Trust Fund on the day of such purchase plus
interest accrued thereon at the applicable Mortgage Rate with respect to any    
Mortgage Loan to the Due Date in the Due Period immediately preceding such      
Distribution Date, (ii) the fair market value of any REO Property and any other 
property held by the Trust Fund, such fair market value to be determined by an  
appraiser or appraisers appointed by the Master Servicer with the consent of the
Trustee and (iii) any unreimbursed Servicing Advances with respect to each      
Mortgage Loan in the Trust Fund. The Master Servicer, each Servicer (or the     
Trustee, if applicable) shall be reimbursed from the Repurchase Price for any   
Mortgage Loan or related REO Property for any Advances or Servicing Advances    
made with respect to the Mortgage Loans that are reimbursable to the Master     
Servicer under this Agreement or the related Servicing Agreement (or to the     
Trustee hereunder), together with any accrued and unpaid compensation and any   
other amounts due to the Master Servicer and the Trustee hereunder or the       
Servicers thereunder provided that any such other amounts to be paid to the     
Servicers are "unanticipated expenses" within the meaning of Treasury Regulation
Section 1.860G-1(b)(3)(ii). The Trustee shall distribute the assets of the Trust
Fund on the Distribution Date on which the repurchase occurred. Upon the        
repurchase of the Mortgage Loans, the Trust Fund shall terminate in accordance  
with the terms of this Agreement.                                               

Section 7.02. Procedure Upon Termination of Trust Fund.             

     (a) Notice of any termination pursuant to the provisions of Section 7.01,
specifying the Distribution Date upon which the final distribution shall be     
made, shall be given promptly by the Trustee by first class mail to             
Certificateholders mailed (x) no later than five Business Days after            

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the Trustee has received notice from the Master Servicer of its intent to       
exercise its right to cause the termination of the Trust Fund pursuant to       
Section 7.01(b) or (y) upon the final payment or other liquidation of the last  
Mortgage Loan or REO Property in the Trust Fund. Such notice shall specify (A)  
the Distribution Date upon which final distribution on the Certificates of all  
amounts required to be distributed to Certificateholders pursuant to Section    
5.02 will be made upon presentation and surrender of the Certificates at the    
Corporate Trust Office, and (B) that the Record Date otherwise applicable to    
such Distribution Date is not applicable, distribution being made only upon     
presentation and surrender of the Certificates at the office or agency of the   
Trustee therein specified. The Trustee shall give such notice to the Master     
Servicer, the Depositor and the Certificate Registrar at the time such notice is
given to Holders of the Certificates. Upon any such termination, the duties of  
the Certificate Registrar with respect to the 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 Certificates, subject to the Trustee's   
obligation hereunder to hold all amounts payable to Certificateholders in trust 
without interest pending such payment.                                          

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

      (c) Any reasonable expenses incurred by the Trustee in connection with any
termination or liquidation of the Trust Fund shall be paid from proceeds        
received from the liquidation of the Trust Fund, but only to the extent that    
such expenses constitute "unanticipated expenses" within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii).                                         

Section 7.03. Additional Requirements under the REMIC Provisions.   

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

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          (i) The Trustee shall sell all of the assets of the Trust Fund for
   cash and, within 90 days of such sale, shall distribute the proceeds of
    such sale to the Certificateholders in complete liquidation of the Trust
Fund and 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 ss. 1.860F-1, the first day of the 90-day liquidation period
    for each such REMIC was the date on which the Trustee sold the assets of
the Trust Fund.                                                     

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

ARTICLE VIII

RIGHTS OF CERTIFICATEHOLDERS

Section 8.01. Limitation on Rights of Holders.                      

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

(b) No Certificateholder, solely by virtue of its status as         
Certificateholder, shall have any right by virtue or by availing of any         
provision of this Agreement to institute any suit, action or proceeding in      
equity or at law upon or under or with respect to this Agreement, unless such   
Holder previously shall have given to the Trustee a written notice of an Event  
of Default and of the continuance thereof, as hereinbefore provided, and unless 
also the Holders of Certificates evidencing not less than 25% of the Class      
Principal Amount (or Class Notional Amount) of Certificates of each Class shall 
have made written request upon the Trustee to institute such action, suit or    
proceeding in its own name as Trustee hereunder and shall have offered to the   
Trustee such reasonable indemnity as it may require against the cost, expenses  
and liabilities to be incurred therein or thereby, and the Trustee, for sixty   
days after its receipt of such notice, request and offer of indemnity, shall    
have neglected or refused to institute any such action, suit or proceeding and  
no direction inconsistent with such written request has been given such Trustee 
during such sixty-day period by such Certificateholders; it being understood and
intended, and being expressly covenanted by each Certificateholder with every   
other                                                                           

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

Section 8.03. Acts of Holders of Certificates.                      

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

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Trustee and 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 the Trustee, the Master Servicer and the Depositor    
shall not be affected by any notice to the contrary.                            

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

ARTICLE IX

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
BY THE MASTER SERVICER

Section 9.01. Duties of the Master Servicer.                        

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

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

(a) The Master Servicer, at its expense, shall maintain in effect a 
Fidelity Bond and an Errors and Omissions Insurance Policy, affording coverage  
with respect to all directors, officers, employees and other Persons acting on  
such Master Servicer's behalf, and covering errors and omissions in the         
performance of the Master Servicer's obligations hereunder. The Errors and      
Omissions Insurance Policy and the Fidelity Bond shall be in such form and      
amount that would meet the requirements of FNMA or FHLMC if it were the         
purchaser of the Mortgage Loans. The Master Servicer shall (i) require each     
Servicer to maintain an Errors and Omissions                                    

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Insurance Policy and a Fidelity Bond in accordance with the provisions of the   
applicable Servicing Agreement, (ii) cause each Servicer to provide to the      
Master Servicer certificates evidencing that such policy and bond is in effect  
and to furnish to the Master Servicer any notice of cancellation, non-renewal or
modification of the policy or bond received by it, as and to the extent provided
in the applicable Servicing Agreement, and (iii) furnish copies of the          
certificates and notices referred to in clause (ii) to the Trustee upon its     
request. The Fidelity Bond and Errors and Omissions Insurance Policy may be     
obtained and maintained in blanket form.                                        

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

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

For each year this Agreement is in effect, the Master Servicer shall
submit to the Trustee, each Rating Agency 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                                                                        

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

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

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

    (a) Each Servicing Agreement requires the applicable Servicer to service
the Mortgage Loans in accordance with the provisions thereof. References in this
Agreement to actions taken or to be taken by the Master Servicer include such   
actions taken or to be taken by a Servicer pursuant to a Servicing Agreement.   
Any fees, costs and expenses and other amounts payable to such Servicers shall  
be deducted from amounts remitted to the Master Servicer by the applicable      

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Servicer (to the extent permitted by the applicable Servicing Agreement) and    
shall not be an obligation of the Trust, the Trustee or the Master Servicer.    

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

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

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

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

 (a) To the extent provided in the applicable Servicing Agreement, the
Master Servicer shall cause each Servicer to establish and maintain one or more 
custodial accounts at a depository institution (which may be a depository       
institution with which the Master Servicer or any Servicer establishes accounts 
in the ordinary course of its servicing activities), the accounts of which are  
insured to the maximum extent permitted by the FDIC (each, an "Escrow Account") 
and shall deposit therein any collections of amounts received with respect to   
amounts due for taxes, assessments, water rates, Standard Hazard Insurance      
Policy premiums or any comparable items for the account of the Mortgagors.      
Withdrawals from any Escrow Account may be made (to the extent amounts have been
escrowed for such purpose) only in accordance with the                          

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

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

   Section 9.07. Termination of Servicing Agreements; Successor Servicers.

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

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

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

Section 9.08. Master Servicer Liable for Enforcement.               

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

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

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

Section 9.10. Assumption of Servicing Agreement by Trustee.         

      (a) In the event the Master Servicer shall for any reason no longer be the
Master Servicer (including by reason of any Event of Default under this         
Agreement), after a period not to exceed ninety days after the issuance of any  
notice of termination pursuant to Section 6.14 or Section 9.28, as applicable,  
the Trustee shall thereupon assume all of the rights and obligations of such    
Master Servicer hereunder and under each Servicing Agreement entered into with  
respect to the Mortgage Loans. The Trustee, its designee or any successor master
servicer appointed by the Trustee shall be deemed to have assumed all of the    
Master Servicer's interest herein and therein to the same extent as if such     
Servicing Agreement had been assigned to the assuming party, except that the    
Master Servicer shall not thereby be relieved of any liability or obligations of
the Master Servicer under such Servicing Agreement accruing prior to its        
replacement as Master Servicer, and shall be liable to the Trustee, and 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                               

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Loans and an accounting of amounts collected and held by it and otherwise use   
its best efforts to effect the orderly and efficient transfer of each Servicing 
Agreement to the assuming party.                                                

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

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

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

Section 9.12. Release of Mortgage Files.                            

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

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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.                                           

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

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

    (a) The Master Servicer shall transmit, or cause the applicable Servicer
to transmit, to the Trustee such documents and instruments coming into the      
possession of the Master Servicer or such Servicer from time to time as are     
required by the terms hereof to be delivered to the Trustee. Any funds received 
by the Master Servicer or by a Servicer in respect of any Mortgage Loan or which
otherwise are collected by the Master Servicer or by a Servicer as a Subsequent 
Recovery, Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage 
Loan shall be held for the benefit of the Trustee and the Certificateholders    
subject to the Master Servicer's right to retain or withdraw from the Collection
Account the Master Servicing Fee and other amounts provided in this Agreement,  
and to the right of each Servicer to retain its Servicing Fee and other amounts 
as provided in the applicable Servicing Agreement. The Master Servicer shall,   
and shall (to the extent provided in the applicable Servicing Agreement) cause  
each Servicer to, provide access to information and documentation regarding the 
Mortgage Loans to the Trustee, its agents and accountants at any time upon      
reasonable request and during normal business hours, and to Certificateholders  
that are savings and loan associations, banks or insurance companies, the Office
of Thrift Supervision, the FDIC and the supervisory agents and examiners of such
Office and Corporation or examiners of any other federal or state banking or    

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insurance regulatory authority if so required by applicable regulations of the  
Office of Thrift Supervision or other regulatory authority, such access to be   
afforded without charge but only upon reasonable request in writing and during  
normal business hours at the offices of the Master Servicer designated by it. In
fulfilling such a request the Master Servicer shall not be responsible for      
determining the sufficiency of such information.                                

(b) All Mortgage Files and funds collected or held by, or under the 
control of, the Master Servicer, or each 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 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, all documents or instruments constituting part of the Mortgage     
Files, and such funds relating to the Mortgage Loans which come into the        
possession or custody of, or which are subject to the control of, the Master    
Servicer or any Servicer shall be held by the Master Servicer or such Servicer  
for and on behalf of the Trustee as the Trustee's agent and bailee for purposes 
of perfecting the Trustee's security interest therein as provided by the        
applicable Uniform Commercial Code or other laws.                               

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

Section 9.14. Representations and Warranties of the Master Servicer.

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

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

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

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

            (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;                                               

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

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

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

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

   (b) It is understood and agreed that the representations and warranties
set forth in this Section 9.14 shall survive the execution and delivery of this 
Agreement. The Master Servicer shall indemnify the Depositor and the Trustee and
hold them harmless against any loss, damages, penalties, fines, forfeitures,    
legal fees and related costs, judgments, and other costs and expenses resulting 
from any claim, demand, defense or assertion based on or grounded upon, or      
resulting from, a breach of the Master Servicer's representations and warranties
contained in Section 9.14(a). Notwithstanding anything in this Agreement to the 
contrary, the Master Servicer shall not be liable for special, indirect or      
consequential losses or damages of any kind whatsoever (including, but not      
limited to, lost profits). It is understood and agreed that the enforcement of  
the obligation of the Master Servicer set forth in this Section to indemnify the
Depositor and the Trustee as provided in this Section constitutes the sole      
remedy (other than as set forth in Section 6.14) of the Depositor and the       
Trustee, respecting a breach of the foregoing representations and warranties.   
Such indemnification shall survive any termination of the Master Servicer as    
Master Servicer hereunder, and any termination of this Agreement.               

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

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

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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) shall accrue upon discovery of such breach by either the Depositor 
or the Master Servicer or notice thereof by any one of such parties to the other
parties.                                                                        

Section 9.15. Closing Certificate and Opinion.                      

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

Section 9.16. Standard Hazard and Flood Insurance Policies.         

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

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

Section 9.17. Presentment of Claims and Collection of Proceeds.     

  The Master Servicer shall, or shall cause each Servicer (to the extent
provided in the applicable Servicing Agreement) to, prepare and present on      
behalf of the Trustee and the Certificateholders all claims under the Insurance 
Policies with respect to the Mortgage Loans, and take such actions (including   
the negotiation, settlement, compromise or enforcement of the insured's claim)  
as shall be necessary to realize recovery under such policies. Any proceeds     
disbursed to the Master Servicer (or disbursed to a Servicer and remitted to the
Master Servicer) in respect of such policies or bonds shall be promptly         
deposited in the Collection Account upon                                        

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receipt, except that any amounts realized that are to be applied to the repair  
or restoration of the related Mortgaged Property or release to the Mortgagor in 
accordance with the Master Servicer's or the Servicer's normal servicing        
procedures need not be so deposited (or remitted).                              

 Section 9.18. Maintenance of the Primary Mortgage Insurance Policies.

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

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

 (c) Notwithstanding anything to the contrary in this Agreement or any
Servicing Agreement, with respect to any Mortgage Loan that the Master Servicer 
has designated as a Liquidated Mortgage Loan on any monthly report submitted    
pursuant to Section 4.03, but as to which Insurance Proceeds from the related   
Primary Mortgage Insurance Policy have not yet been received, the Master        
Servicer shall make a Servicing Advance for each such Mortgage Loan equal to the
amount of the Insurance Proceeds expected to be received from the related       
Primary Mortgage Insurance Policy. Such Servicing Advance shall be deposited in 
the Collection Account prior to the Deposit Date in any month on which the      
Master Servicer designates such Mortgage Loan as a Liquidated Mortgage Loan. The
Master Servicer shall be reimbursed for such Servicing Advance in accordance    
with Section 4.02 hereof.                                                       

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

     The Trustee (or its custodian, if any, as directed by the Trustee), shall
retain possession and custody of the originals of the Primary Mortgage Insurance
Policies or certificate of insurance if applicable and any certificates of      
renewal as to the foregoing as may be issued from time to time as contemplated  
by this Agreement. Until all amounts distributable in respect of the            
Certificates have been distributed in full and the Master Servicer otherwise has
fulfilled its                                                                   

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

Section 9.20. Realization Upon Defaulted Mortgage Loans.            

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

Section 9.21. Compensation to the Master Servicer.                  

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

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

Section 9.22. REO Property.                                         

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

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

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

(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 prompt 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. Notices to the Depositor and the Trustee.             

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

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

Section 9.24. Reports to the Trustee.                               

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

      (b) Not later than two Business Days following each Distribution Date, the
Master Servicer shall deliver to the Person designated by the Depositor, in a   
format consistent with other electronic loan level reporting supplied by the    
Master Servicer in connection with similar transactions, "loan level"           
information with respect to the Mortgage Loans as of the related                

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Determination Date, to the extent that such information has been provided to the
Master Servicer by the Servicers or by the Depositor.                           

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

Section 9.25. Assessment of Compliance and Attestation Reports..    

(a) Assessment of Compliance                                        

          (i) By March 15 of each year, commencing in March 2007, the Master
      Servicer, at its own expense, shall furnish, and shall cause any Servicing
     Function Participant engaged by it to furnish, at its own expense, to the
    Sponsor, the Depositor, the Master Servicer and the Trustee, a report on
 an assessment of compliance with the Relevant Servicing Criteria that
      contains (A) a statement by such party of its responsibility for assessing
      compliance with the Relevant Servicing Criteria, (B) a statement that such
    party used the Servicing Criteria to assess compliance with the Relevant
  Servicing Criteria, (C) such party's assessment of compliance with the
    Relevant Servicing Criteria as of and for the fiscal year covered by the
     Form 10-K required to be filed pursuant to Section 6.20(e), including, if
   there has been any material instance of noncompliance with the Relevant
    Servicing Criteria, a discussion of each such failure and the nature and
   status thereof, and (D) a statement that a registered public accounting
firm has issued an attestation report on such party's assessment of 
      compliance with the Relevant Servicing Criteria as of and for such period.
 Each such assessment, pursuant to clause (C) above, shall cover, at a
     minimum, the matters indicated as obligations with respect to such Person
on Exhibit R attached hereto.                                       

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

  Promptly after receipt of each report on assessment of compliance, the
Exchange Act Signing Party shall confirm that the assessments, taken as a whole,
address all applicable Servicing Criteria and taken individually address all of 
the Relevant Servicing Criteria for each party as set forth on Exhibit R and on 
any similar exhibit set forth in each Servicing Agreement in respect of each    
Servicer, and each Custodial Agreement in respect of each Custodian, and shall  
notify the Depositor of any exceptions.                                         

(b) Attestation Reports                                             

          (i) By March 15 of each year, commencing in March 2007, the Master
    Servicer, at its own expense, shall cause, and shall cause any Servicing
Function                                                            

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Participant engaged by it to cause, at its own expense, a registered
      public accounting firm (which may also render other services to the Master
    Servicer) that is a member of the American Institute of Certified Public
     Accountants to furnish a report to the Sponsor, the Depositor, the Master
  Servicer and the Trustee, as applicable, to the effect that (A) it has
      obtained a representation regarding certain matters from the management of
     such party, which includes an assertion that such party has complied with
   the Relevant Servicing Criteria, and (B) on the basis of an examination
conducted by such firm in accordance with standards for attestation 
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
   to whether such party's compliance with the Relevant Servicing Criteria
was fairly stated in all material respects, or it cannot express an 
    overall opinion regarding such party's assessment of compliance with the
    Relevant Servicing Criteria. In the event that an overall opinion cannot
    be expressed, such registered public accounting firm shall state in such
    report why it was unable to express such an opinion. Such report must be
available for general use and not contain restricted use language.  

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

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

      (a) The Master Servicer shall deliver (and the Master Servicer shall cause
any Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor 
and the Trustee on or before March 15 of each year, commencing in March 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.      

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

    (c) The Master Servicer shall give prompt written notice to the Trustee,
the Sponsor and the Depositor of the appointment of any Subcontractor by it and 
a written description (in form and substance satisfactory to the Trustee, the   
Sponsor and the Depositor) of the role and function of each Subcontractor       
utilized by the Master Servicer, specifying (A) the identity of each such       
Subcontractor and (B) which elements of the Servicing Criteria set forth under  
Item                                                                            

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1122(d) of Regulation AB will be addressed in assessments of compliance provided
by each such Subcontractor.                                                     

    (d) The Master Servicer shall give prompt written notice to the Trustee,
the Depositor and the Sponsor (i) of any legal proceedings pending against the  
Master Servicer of the type described in Item 1117 (ss. 229.1117) of Regulation 
AB, (ii) of any merger, consolidation or sale of substantially all of the assets
of the Master Servicer and (iii) if the Master Servicer shall become (but only  
to the extent not previously disclosed) at any time an affiliate of any of the  
parties listed on Exhibit S to this Agreement.                                  

Section 9.27. Merger or Consolidation.                              

    Any Person into which the Master Servicer may be merged or consolidated,
or any Person resulting from any merger, conversion, other change in form or    
consolidation to which the Master Servicer shall be a party, or any Person      
succeeding to the business of the Master Servicer, shall be the successor to the
Master Servicer hereunder, without the execution or filing of any paper or any  
further act on the part of any of the parties hereto, anything herein to the    
contrary notwithstanding; provided, however, that the successor or resulting    
Person to the Master Servicer shall be a Person that shall be qualified and     
approved to service mortgage loans for FNMA or FHLMC and shall have a net worth 
of not less than $15,000,000.                                                   

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. In the event such determination of     
ineligibility of the Master Servicer to continue in the capacity of master      
servicer is made by the Master Servicer, no such resignation shall become       
effective until a period of time not to exceed ninety days after the Trustee    
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 and until such successor shall have assumed, the Master Servicer's  
responsibilities and obligations under this Agreement. Notice of such           
resignation shall be given promptly by the Master Servicer to the Depositor.    

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

  (a) Except as expressly provided herein, the Master Servicer shall not
assign or transfer any of its rights, benefits or privileges hereunder to any   
other Person, or delegate to or subcontract with, or authorize or appoint any   
other Person to perform any of the duties, covenants or obligations to be       
performed by the Master Servicer hereunder; provided, however, that the Master  
Servicer shall have the right without the prior written consent of the Trustee, 
the Depositor or the Rating Agencies to delegate or assign to or subcontract    
with or authorize or appoint an Affiliate of the Master Servicer to perform and 
carry out any duties, covenants or                                              

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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.     

     (b) Notwithstanding the foregoing, for so long as reports are required to
be filed with the Commission under the Exchange Act with respect to the Trust,  
the Master Servicer shall not utilize any Subcontractor for the performance of  
its duties hereunder if such Subcontractor would be "participating in the       
servicing function" within the meaning of Item 1122 of Regulation AB without (a)
giving notice to the Depositor and (b) requiring any such Subcontractor to      
provide to the Master Servicer an attestation report as provided for in Section 
9.25 and an assessment report as provided in Section 9.26, 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) Neither the Master Servicer nor any of the directors, officers, 
employees or agents of the Master Servicer 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 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 and any director, officer, 
employee or agent of the Master Servicer shall be entitled to indemnification by
the Trust Fund and will be held harmless against any loss, liability or expense 
incurred in connection with any legal action relating to this Agreement or the  
Certificates other than any loss, liability or expense incurred by reason of    
willful misfeasance, bad faith or negligence in the performance of his or its   
duties hereunder or by reason of reckless disregard of                          

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his or its obligations and duties hereunder. The Master Servicer and any        
director, officer, employee or agent of the Master Servicer may rely in good    
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Master Servicer shall  
be under no obligation to appear in, prosecute or defend any legal action that  
is not incidental to its duties to master service the Mortgage Loans in         
accordance with this Agreement and that in its opinion may involve it in any    
expenses or liability; provided, however, that the Master Servicer may in its   
sole discretion undertake any such action that it may deem necessary or         
desirable in respect to this Agreement and the rights and duties of the parties 
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom   
shall be expenses, costs and liabilities of the Trust Fund and the Master       
Servicer shall be entitled to be reimbursed therefor out of the Collection      
Account it maintains as provided by Section 4.02. Notwithstanding anything      
herein to the contrary, the Master Servicer shall have no liability for the     
servicing of the Additional Collateral, including, without limitation, the      
perfection, continuation, partial release, release, termination, realization    
upon, substitution, foreclosure, sale, or any other matter with respect to the  
Additional Collateral, or the enforcement of the Additional Collateral Servicing
Agreement.                                                                      

Section 9.31. Indemnification; Third-Party Claims.                  

      The Master Servicer agrees to indemnify the Depositor, the Sponsor and the
Trustee, and their respective officers, directors, agents and affiliates, and   
hold each of them harmless against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other  
costs, liability, fees and expenses that the Depositor, the Sponsor or the      
Trustee may sustain as a result of (a) any material breach by the Master        
Servicer of any if its obligations hereunder, including particularly its        
obligations to provide any reports under Section 9.25(a), Section 9.25(b) or    
Section 9.26 or any information, data or materials required to be included in   
any Exchange Act report, (b) any material misstatement or omission in any       
information, data or materials provided by the Master Servicer, or (c) the      
negligence, bad faith or willful misconduct of the Master Servicer in connection
with its performance hereunder. The Depositor, the Sponsor and the Trustee shall
immediately notify the Master Servicer if a claim is made by a third party with 
respect to this Agreement or the Mortgage Loans entitling the Depositor, the    
Sponsor or the Trustee to indemnification hereunder, whereupon the Master       
Servicer shall assume the defense of any such claim and pay all expenses in     
connection therewith, including counsel fees, and promptly pay, discharge and   
satisfy any judgment or decree which may be entered against it or them in       
respect of such claim.                                                          

 ARTICLE X

REMIC ADMINISTRATION

Section 10.01. REMIC Administration.                                

   (a) As set forth in the Preliminary Statement hereto, the Trustee shall
elect REMIC status in accordance with the REMIC Provisions with respect to each 
REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate 
federal tax or information return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued. For                     

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the purposes of such elections, each of the Lower Tier REMIC Regular Interests  
is hereby designated as a regular interest in the Lower Tier REMIC. Each of the 
Middle Tier REMIC Regular Interests is hereby designated as a regular interest  
in the Middle Tier REMIC. Each Certificate, other than the Class R Certificate, 
is hereby designated as a regular interest in the Upper Tier REMIC. The Class   
LT-R Interest is hereby designated as the sole residual interest in the Lower   
Tier REMIC. The Class MT-R Interest is hereby designated as the sole residual   
interest in the Middle Tier REMIC. The UT-R Interest is hereby designated as the
sole residual interest in the Upper Tier REMIC. The Class R Certificate         
evidences ownership of the Class LT-R Interest, the Class MT-R Interest and the 
Class UT-R Interest.                                                            

  (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" of each regular interest in each REMIC for purposes of Treasury  
Regulation 1.860G-1(a)(4) is the Latest Possible Maturity Date.                 

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

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

     (e) The Trustee or its designee shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such   
REMIC under the Code, the REMIC Provisions, or other compliance guidance issued 
by the Internal Revenue Service or any state or local taxing authority.         

      (f) The Trustee, the Master Servicer and the Holders of Certificates shall
take any action or cause each REMIC to take any action necessary to create or   
maintain the status of such REMIC as a REMIC under the REMIC Provisions and     
shall assist each other as necessary to create or maintain such status. Neither 
the Trustee, the Master Servicer nor the Holder of any Residual Certificate     
shall take any action, cause any REMIC to take any action or fail to take (or   

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fail to cause to be taken) any action that, under the REMIC Provisions, if taken
or not taken, as the case may be, could (i) endanger the status of any REMIC as 
a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but 
not limited to the tax on prohibited transactions as defined in Code Section    
860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) 
of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee   
and the Master Servicer have received an Opinion of Counsel (at the expense of  
the party seeking to take such action) to the effect that the contemplated      
action will not endanger such status or result in the imposition of such a tax. 
In addition, prior to taking any action with respect to any REMIC or the assets 
therein, or causing any REMIC to take any action, which is not expressly        
permitted under the terms of this Agreement, any Holder of a Residual           
Certificate will consult with the Trustee and the Master Servicer, or their     
respective designees, in writing, with respect to whether such action could     
cause an Adverse REMIC Event to occur with respect to any REMIC, and no such    
Person shall take any such action or cause any REMIC to take any such action as 
to which the Trustee or the Master Servicer has advised it in writing that an   
Adverse REMIC Event could occur.                                                

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

      (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 Qualified        
Substitute Mortgage Loans.                                                      

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

   (k) Upon the request of any Rating Agency, the Trustee shall deliver to
such Rating Agency an Officer's Certificate stating the Trustee's compliance    
with the provisions of this Section 10.01.                                      

Section 10.02. Prohibited Transactions and Activities.              

  Neither the Depositor, the Master Servicer nor the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a disposition
pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the  
Trust Fund, (iii) the termination of each REMIC pursuant to Article VII of this 
Agreement, (iv) a substitution pursuant to Article II of this Agreement, or (v) 
a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor    
acquire any assets for any REMIC, nor sell or dispose of any investments in the 
Certificate Account for gain, nor accept any contributions to any REMIC after   
the Closing Date, unless it has received an Opinion of Counsel (at the expense  
of the party causing such sale, disposition, or                                 

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substitution) that such disposition, acquisition, substitution, or acceptance   
will not (a) affect adversely the status of such REMIC as a REMIC or of the     
Certificates or Components, other than the Residual Certificates and Component  
Certificates, as the regular interests therein, (b) affect the distribution of  
interest or principal on the Certificates, (c) result in the encumbrance of the 
assets transferred or assigned to the Trust Fund (except pursuant to the        
provisions of this Agreement) or (d) cause such REMIC to be subject to a tax on 
prohibited transactions or prohibited contributions pursuant to the REMIC       
Provisions.                                                                     

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

      In the event that a REMIC fails to qualify as a REMIC, loses its status as
a REMIC, or incurs federal, state or local taxes as a result of a prohibited    
transaction or prohibited contribution under the REMIC Provisions due to the    
negligent performance by the Trustee of its duties and obligations set forth    
herein, the Trustee shall indemnify the Holder of the Residual Certificate      
against any and all losses, claims, damages, liabilities or expenses ("Losses") 
resulting from such negligence; provided, however, that the Trustee shall not be
liable for any such Losses attributable to the action or inaction of the Master 
Servicer, the Depositor, or the Holder of such Residual Certificate, as         
applicable, nor for any such Losses resulting from misinformation provided by   
the Holder of such Residual Certificate on which the Trustee has relied. The    
foregoing shall not be deemed to limit or restrict the rights and remedies of   
the Holder of such Residual Certificate now or hereafter existing at law or in  
equity. Notwithstanding the foregoing, however, in no event shall the Trustee   
have any liability (1) for any action or omission that is taken in accordance   
with and in compliance with the express terms of, or which is expressly         
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Trustee 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), permit any Servicer to, 
rent, lease, or otherwise earn income on behalf of any REMIC with respect to any
REO Property which might cause such REO Property to fail to qualify as          
"foreclosure" property within the meaning of section 860G(a)(8) of the Code or  
result in the receipt by any REMIC of any "income from non-permitted assets"    
within the meaning of section 860F(a)(2) of the Code or any "net income from    
foreclosure property" which is subject to tax under the REMIC Provisions unless 
the Master Servicer has advised, or has caused the applicable Servicer to       
advise, the Trustee in writing to the effect that, under the REMIC Provisions,  
such action would not adversely affect the status of any REMIC as a REMIC and   
any income generated for such REMIC by the REO Property would not result in the 
imposition of a tax upon such REMIC.                                            

      (b) The Master Servicer shall make, or shall cause the applicable Servicer
to make, reasonable efforts to sell any REO Property for its fair market value. 
In any event, however, the Master Servicer shall, or shall cause the applicable 
Servicer to, dispose of any REO Property                                        

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

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01. Binding Nature of Agreement; Assignment.             

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

Section 11.02. Entire Agreement.                                    

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

Section 11.03. Amendment.                                           

     (a) This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Trustee, without notice to or the consent of any of the    
Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein to      
conform to or be consistent with or in furtherance of the statements made with  
respect to the Certificates, the Trust Fund or this Agreement in any Offering   
Document; or to correct or supplement any provision herein which may be         
inconsistent with any other provisions herein, (iii) to make any other          
provisions with                                                                 

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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, adversely affect the status of any REMIC created pursuant to
this Agreement, nor shall such amendment effected pursuant to clause (iii) of   
such sentence adversely affect in any material respect the interests of any     
Holder. Prior to entering into any amendment without the consent of Holders     
pursuant to this paragraph, the Trustee may require an Opinion of Counsel (at   
the expense of the party requesting such amendment) to the effect that such     
amendment is permitted under this paragraph. Any such amendment shall be deemed 
not to adversely affect in any material respect any Holder, if the Trustee      
receives written confirmation from each Rating Agency that such amendment will  
not cause such Rating Agency to reduce, qualify or withdraw the then current    
rating assigned to the Certificates (and any Opinion of Counsel requested by the
Trustee in connection with any such amendment may rely expressly on such        
confirmation as the basis therefor).                                            

      (b) This Agreement may also be amended from time to time by the Depositor,
the Master Servicer and the Trustee with the consent of the Holders of not less 
than 66 2/3% of the Class Principal Amount (or Percentage Interest) of each     
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of this       
Agreement or of modifying in any manner the rights of the Holders; provided,    
however, that no such amendment shall be made unless the Trustee receives an    
Opinion of Counsel, at the expense of the party requesting the change, that such
change will not adversely affect the status of any REMIC as a REMIC or cause a  
tax to be imposed on any REMIC; 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) 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 Depositor and to the Rating Agencies.                                       

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

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

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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 Securities Exchange Act of 1934, Regulation AB  
and any related rules and regulations.                                          

Section 11.04. Voting Rights.                                       

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

Section 11.05. Provision of Information.                            

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

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

  (c) On each Distribution Date, the Trustee shall make available 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 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER  
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF  
LAWS PRINCIPLES APPLIED IN NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL   
OBLIGATIONS LAW).                                                               

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Section 11.07. Notices.                                             

     All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given when delivered to such party at the     
relevant address, facsimile number or electronic mail address set forth below   
(or at such other address, facsimile number or electronic mail address as such  
party may designate from time to time by written notice in accordance with this 
Section 11.07): received by (a) in the case of the Depositor, Structured Asset  
Securities Corporation, 745 7th Avenue, 7th Floor, New York, New York 10019,    
Attention: Mark Zusy, (b) in the case of the Trustee, Citibank, N.A., 388       
Greenwich Street, 14th Floor, New York, New York 10013, Attention: Agency and   
Trust - SASCO 2006-3H and (c) in the case of the Master Servicer, Aurora Loan   
Services LLC, 327 Inverness Drive South, Englewood, Colorado 80112, Mail Stop   
Code 3195; Attention: Master Servicing or as to each party such other address as
may hereafter be furnished by such party to the other parties in writing. Any   
notice required or permitted to be mailed to a Holder shall be given by first   
class mail, postage prepaid, at the address of such Holder as shown in the      
Certificate Register. Any notice so mailed within the time prescribed in this   
Agreement shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.                                                

Section 11.08. Severability of Provisions.                          

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

Section 11.09. Indulgences; No Waivers.                             

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

Section 11.10. Headings Not To Affect Interpretation.               

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

Section 11.11. Benefits of Agreement.                               

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

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Section 11.12. Special Notices to the Rating Agencies.              

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

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

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

         (iii) the occurrence of any Event of Default described in Section
6.14;                                                               

            (iv) any notice of termination given to the Master Servicer pursuant
 to Section 6.14 and any resignation of the Master Servicer hereunder;

            (v) the appointment of any successor to any Master Servicer pursuant
to Section 6.14; and                                                

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

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

If to Moody's, to:                                                  

Moody's Investors Service, Inc.                                     
99 Church Street                                                    
New York, New York  10007                                           
Attention: Residential Mortgage Surveillance                        

If to Fitch, to:                                                    

Fitch, Inc.                                                         
One State Street Plaza                                              
New York, New York  10004                                           

If to S&P, to:                                                      

Standard & Poor's                                                   
55 Water Street                                                     
New York, New York  10041                                           

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

Section 11.13. Counterparts.                                        

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     This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, and all of which together shall constitute   
one and the same instrument.                                                    

Section 11.14. Transfer of Servicing.                               

     The Seller agrees that it shall provide written notice to the Trustee and
the Master Servicer thirty days prior to any transfer or assignment by the      
Seller of its rights under any Servicing Agreement or of the servicing          
thereunder or delegation of its rights or duties thereunder or any portion      
thereof to any Person other than the initial Servicer under such Servicing      
Agreement; provided that (i) the Seller shall not be required to provide prior  
notice of any transfer of servicing that occurs within three months following   
the Closing Date to an entity that is a Servicer on the Closing Date. In        
addition, the ability of the Seller to transfer or assign its rights and        
delegate its duties under a Servicing Agreement (other than a transfer of       
servicing rights between Lehman Brothers Holdings) or to transfer the servicing 
thereunder to a successor servicer shall be subject to the following conditions:

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

     (ii) Such successor servicer must satisfy 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;                                              

     (iii) Such successor servicer must execute and deliver to the
Trustee and the Master Servicer an agreement, in form and substance 
reasonably satisfactory to the Trustee and the Master Servicer, that
     contains an assumption by such successor servicer of the due and punctual
     performance and observance of each covenant and condition to be performed
  and observed by the applicable Servicer under the applicable Servicing
   Agreement or, in the case of a transfer of servicing to a party that is
  already a Servicer pursuant to this Agreement, an agreement to add the
    related Mortgage Loans to the Servicing Agreement already in effect with
such Servicer;                                                      

          (iv) If the successor servicer is not a Servicer of Mortgage Loans
  at the time of such transfer, there must be delivered to the Trustee a
letter from each Rating Agency to the effect that such transfer of  
    servicing will not result in a qualification, withdrawal or downgrade of
the then-current rating of any of the Certificates;                 

          (v) The Seller shall, at its cost and expense, take such steps, or
    cause the terminated Servicer to take such steps, as may be necessary or
   appropriate to effectuate and evidence the transfer of the servicing of
     the Mortgage Loans to such successor servicer, including, but not limited
      to, the following: (A) to the extent required by the terms of the Mortgage
      Loans and by applicable federal and state laws and regulations, the Seller
 shall cause the prior Servicer to timely mail to each obligor under a
     Mortgage Loan any required notices or disclosures describing the transfer
      of servicing of the Mortgage Loans to the successor servicer; (B) prior to
    the effective date of such transfer of servicing, the Seller shall cause
the prior Servicer to transmit to any related insurer               

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notification of such transfer of servicing; (C) on or prior to the  
    effective date of such transfer of servicing, the Seller shall cause the
 prior Servicer to deliver to the successor servicer all Mortgage Loan
  Documents and any related records or materials; (D) on or prior to the
    effective date of such transfer of servicing, the Seller shall cause the
      prior Servicer to transfer to the successor servicer, or, if such transfer
 occurs after a Remittance Date but before the next succeeding Deposit
      Date, to the Master Servicer, all funds held by the applicable Servicer in
   respect of the Mortgage Loans; (E) on or prior to the effective date of
     such transfer of servicing, the Seller shall cause the prior Servicer to,
  after the effective date of the transfer of servicing to the successor
servicer, continue to forward to such successor servicer, within one
   Business Day of receipt, the amount of any payments or other recoveries
   received by the prior Servicer, and to notify the successor servicer of
   the source and proper application of each such payment or recovery; and
      (F) the Seller shall cause the prior Servicer to, after the effective date
     of transfer of servicing to the successor servicer, continue to cooperate
      with the successor servicer to facilitate such transfer in such manner and
to such extent as the successor servicer may reasonably request.    

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  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:  Joseph J. Kelly
                                            Title: Senior Vice President

                       CITIBANK, N.A.,
                            as Trustee

           By:
                                               ---------------------------------
                                     Name:  Karen Schluter
                                     Title: Vice President

                                 AURORA LOAN SERVICES LLC,
                                    as Master Servicer

           By:
                                               ---------------------------------
                                       Name:  Linda A. Sherman
                                            Title: Senior Vice President

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Solely for purposes of Section 11.14,                                           
accepted and agreed to by:                                                      

LEHMAN BROTHERS HOLDINGS INC.                                                   

By:                                                                             
------------------------------                                            
Name:  Ellen Kiernan                                                      
Title: Authorized Signatory                                               

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 EXHIBIT A

 FORMS OF CERTIFICATES

 [Intentionally omitted]

A-1 

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 EXHIBIT B-1

 FORM OF INITIAL CERTIFICATION

                                                                            Date

Citibank, N.A.                                                                  
388 Greenwich Street                                                            
14th Floor                                                                      
New York, New York  10013                                                       

Structured Asset Securities Corporation                                         
745 7th Avenue, 7th Floor                                                       
New York, New York 10019                                                        

Aurora Loan Services LLC                                                        
327 Inverness Drive South                                                       
Englewood, Colorado 80112                                                       
Mail Stop Code 3195                                                             

    Re:   Trust Agreement (the "Trust Agreement"), dated as of March 1, 2006
           among Structured Asset Securities Corporation, as Depositor, Aurora
    Loan Services LLC, as Master Servicer and Citibank, N.A., as
        Trustee, with respect to Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2006-3H      

Ladies and Gentlemen:                                                           

 In accordance with Section 2.02(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Custodian on behalf of the  
Trustee, hereby certifies that it (or its custodian) has received the documents 
listed in Section 2.01(b) of the Trust Agreement for each Mortgage File         
pertaining to each Mortgage Loan listed on Schedule A, to the Trust Agreement,  
subject to any exceptions noted on Schedule I hereto.                           

      Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Trust Agreement. This
Certificate is subject in all respects to the terms of Section 2.02 of the Trust
Agreement and the Trust Agreement sections cross-referenced therein.            

                                     [Custodian], on behalf of
                           CITIBANK, N.A.,
                      as Trustee

                                             By:______________________________
                       Name:
                        Title:

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 EXHIBIT B-2

 FORM OF INTERIM CERTIFICATION

                                                                            Date

Citibank, N.A.                                                                  
388 Greenwich Street                                                            
14th Floor                                                                      
New York, New York  10013                                                       

Structured Asset Securities Corporation                                         
745 7th Avenue, 7th Floor                                                       
New York, New York 10019                                                        

Aurora Loan Services LLC                                                        
327 Inverness Drive South                                                       
Englewood, Colorado 80112                                                       
Mail Stop Code 3195                                                             

    Re:   Trust Agreement (the "Trust Agreement"), dated as of March 1, 2006
           among Structured Asset Securities Corporation, as Depositor, Aurora
    Loan Services LLC, as Master Servicer and Citibank, N.A., as
        Trustee, with respect to Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2006-3H      

Ladies and Gentlemen:                                                           

In accordance with Section 2.02(b) of the Trust Agreement, the      
undersigned, as Custodian on behalf of the Trustee, hereby certifies that as to 
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on Schedule I hereto) it (or its custodian) has     
received the applicable documents listed in Section 2.01(b) of the Trust        
Agreement.                                                                      

     The undersigned hereby certifies that as to each Mortgage Loan identified
on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents identified above and has determined that  
each such document appears regular on its face and appears to relate to the     
Mortgage Loan identified in such document.                                      

Capitalized words and phrases used herein shall have the respective 
meanings assigned to them in the Trust Agreement. This Certificate is qualified 
in all respects by the terms of said Trust Agreement including, but not limited 
to, Section 2.02(b).                                                            

                                     [Custodian], on behalf of
                           CITIBANK, N.A.,
                      as Trustee

                                              By:_______________________________
                       Name:
                        Title:

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 EXHIBIT B-3

 FORM OF FINAL CERTIFICATION

                                                                            Date

Citibank, N.A.                                                                  
388 Greenwich Street                                                            
14th Floor                                                                      
New York, New York  10013                                                       

Structured Asset Securities Corporation                                         
745 7th Avenue, 7th Floor                                                       
New York, New York 10019                                                        

Aurora Loan Services LLC                                                        
327 Inverness Drive South                                                       
Englewood, Colorado 80112                                                       
Mail Stop Code 3195                                                             

    Re:   Trust Agreement (the "Trust Agreement"), dated as of March 1, 2006
           among Structured Asset Securities Corporation, as Depositor, Aurora
    Loan Services LLC, as Master Servicer and Citibank, N.A., as
        Trustee, with respect to Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2006-3H      

Ladies and Gentlemen:                                                           

In accordance with Section 2.02(d) of the Trust Agreement, the      
undersigned, as Custodian on behalf of the Trustee, hereby certifies that as to 
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on Schedule I hereto) it (or its custodian) has     
received the applicable documents listed in Section 2.01(b) of the Trust        
Agreement.                                                                      

     The undersigned hereby certifies that as to each Mortgage Loan identified
on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents listed above and has determined that each 
such document appears to be complete and, based on an examination of such       
documents, the information set forth in the Mortgage Loan Schedule is correct.  

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

                                     [Custodian], on behalf of
                           CITIBANK, N.A.,
                      as Trustee

                                              By:_______________________________
                       Name:
                        Title:

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 EXHIBIT B-4

 FORM OF ENDORSEMENT

    Pay to the order of Citibank, N.A., as trustee (the "Trustee") under the
Trust Agreement dated as of March 1, 2006, among Structured Asset Securities    
Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer and     
Citibank, N.A., as Trustee relating to Structured Asset Securities Corporation  
Mortgage Pass-Through Certificates, Series 2006-3H, without recourse.           

                                               ---------------------------------
                                             [current signatory on note]

                                               By:______________________________
                         Name:
                          Title:

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 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 March 1, 2006 among         
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services LLC,
as Master Servicer and Citibank, N.A., as Trustee (the "Trust Agreement"), the  
undersigned Master Servicer hereby requests a release of the Mortgage File held 
by you as Trustee with respect to the following described Mortgage Loan for the 
reason indicated below.                                                         

Mortgagor's Name:                                                   

Address:                                                            

Loan No.:                                                           

Reason for requesting file:                                         

1.    Mortgage Loan paid in full. (The Master Servicer hereby certifies that all
      amounts received in connection with the loan have been or will be credited
to the Collection Account or the Certificate Account (whichever is  
applicable) pursuant to the Trust Agreement.)                       

2.    The Mortgage Loan is being foreclosed.                                    

3.    Mortgage Loan substituted. (The Master Servicer hereby certifies that a   
      Qualifying Substitute Mortgage Loan has been assigned and delivered to you
  along with the related Mortgage File pursuant to the Trust Agreement.)

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

5.    Other. (Describe)                                                         

     The undersigned acknowledges that the above Mortgage File will be held by
the undersigned in accordance with the provisions of the Trust Agreement and    
will be returned to you within ten (10) days of our receipt of the Mortgage     
File, except if the Mortgage Loan has                                           

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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).                                                                       

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

                                           _____________________________________
                                         [Name of Master Servicer]

                                           By:__________________________________
                 Name:
                                    Title: Servicing Officer

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 EXHIBIT D-1

FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

STATE OF                            )                                           
) ss.:  
COUNTY OF                           )                                           

    [NAME OF OFFICER], _________________ being first duly sworn, deposes and
says:                                                                           

That he [she] is [title of officer] ________________________ of [name of        
Purchaser] _________________________________________ (the "Purchaser"), a       
_______________________ [description of type of entity] duly organized and      
existing under the laws of the [State of __________] [United States], on behalf 
of which he [she] makes this affidavit.                                         

1.    That the Purchaser's Taxpayer Identification Number is ______________.    

2.    That the Purchaser is not a "disqualified organization" within the meaning
  of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of    
__________________ [date of transfer], and that the Purchaser is not
  acquiring a Residual Certificate (as defined in the Agreement) for the
     account of, or as agent (including a broker, nominee, or other middleman)
 for, any person or entity from which it has not received an affidavit
substantially in the form of this affidavit. For these purposes, a  
"disqualified organization" means the United States, any state or   
    political subdivision thereof, any foreign government, any international
      organization, any agency or instrumentality of any of the foregoing (other
     than an instrumentality if all of its activities are subject to tax and a
   majority of its board of directors is not selected by such governmental
entity), any cooperative organization furnishing electric energy or 
      providing telephone service to persons in rural areas as described in Code
      Section 1381(a)(2)(C), any "electing large partnership" within the meaning
  of Section 775 of the Code, or any organization (other than a farmers'
  cooperative described in Code Section 521) that is exempt from federal
  income tax unless such organization is subject to the tax on unrelated
business income imposed by Code Section 511.                        

3.    That the Purchaser is not, and on _______________ [date of transfer] will 
     not be, an employee benefit plan or arrangement subject to Title I of the
    Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
 plan subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or a plan subject to any provisions under any  
 federal, state, local, non-U.S. or other laws or regulations that are
  substantively similar to the foregoing provisions of ERISA or the Code
     (collectively, a "Plan"), and is not directly or indirectly acquiring the
 Residual Certificate for, on behalf of or with any assets of any such
Plan.                                                               

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4.    That the Purchaser hereby acknowledges that under the terms of the Trust  
      Agreement (the "Agreement") among Structured Asset Securities Corporation,
Citibank, N.A., as Trustee and Aurora Loan Services LLC, as Master  
      Servicer, dated as of March 1, 2006, no transfer of a Residual Certificate
    shall be permitted to be made to any person unless the Depositor and the
   Trustee have received a certificate from such transferee containing the
representations in paragraphs 2, 3 and 4 hereof.                    

5.    That the Purchaser does not hold REMIC residual securities as nominee to  
facilitate the clearance and settlement of such securities through  
    electronic book-entry changes in accounts of participating organizations
(such entity, a "Book-Entry Nominee").                              

6.    That the Purchaser does not have the intention to impede the assessment or
  collection of any federal, state or local taxes legally required to be
      paid with respect to such Residual Certificate, and that the Purchaser has
     provided financial statements or other financial information requested by
      the transferor in connection with the transfer of the Residual Certificate
   in order to permit the transferor to assess the financial capability of
the Purchaser to pay such taxes.                                    

7.    That the Purchaser will not transfer a Residual Certificate to any person 
 or entity (i) as to which the Purchaser has actual knowledge that the
    requirements set forth in paragraph 2, paragraph 5 or paragraph 9 hereof
  are not satisfied or that the Purchaser has reason to believe does not
      satisfy the requirements set forth in paragraph 6 hereof, and (ii) without
  obtaining from the prospective Purchaser an affidavit substantially in
    this form and providing to the Trustee a written statement substantially
in the form of Exhibit D-2 to the Agreement.                        

8.    That the Purchaser understands that, as the holder of a Residual          
      Certificate, the Purchaser may incur tax liabilities in excess of any cash
flows generated by the interest and that it intends to pay taxes    
 associated with holding such Residual Certificate as they become due.

9.    That the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person that 
     holds a Residual Certificate in connection with the conduct of a trade or
      business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form W-8 ECI     
    (Certificate of Foreign Person's Claim for Exemption From Withholding on
   Income Effectively Connected with the Conduct of a Trade or Business in
the United States) or successor form at the time and in the manner  
     required by the Code. "Non-U.S. Person" means any person other than (i) a
   citizen or resident of the United States; (ii) a corporation (or entity
  treated as a corporation for tax purposes) created or organized in the
United States or under the laws of the United States or of any state
   thereof, including, for this purpose, the District of Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes)   
    organized in the United States or under the laws of the United States or
of any state thereof, including, for this purpose, the District of  
     Columbia (unless provided otherwise by future Treasury regulations); (iv)
  an estate whose income is includible in gross income for United States
 income tax purposes regardless of its source; (v) a trust, if a court
     within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. Persons            

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     have authority to control all substantial decisions of the trust or; (vi)
  and, to the extent provided in Treasury regulations, certain trusts in
existence prior to August 20, 1996 that are treated as United States
    persons prior to such date and elect to continue to be treated as United
States persons.                                                     

10.   That the Purchaser agrees to such amendments of the Trust Agreement as may
 be required to further effectuate the restrictions on transfer of any
Residual Certificate to such a "disqualified organization," an agent
thereof, a Book-Entry Nominee, or a person that does not satisfy the
requirements of paragraph 6 and paragraph 9 hereof.                 

11.   That the Purchaser consents to the designation of the Trustee as its agent
  to act as "tax matters person" of the Trust Fund pursuant to the Trust
Agreement.                                                          

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

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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__.                        

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 EXHIBIT D-2

FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

                                                             ___________________
                                                                            Date

Re:   Structured Asset Securities Corporation Mortgage Pass-Through 
Certificates, Series 2006-3H                            

_______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the 
information contained in paragraph 6 thereof is not true, and has no reason to  
believe that the Transferee has the intention to impede the assessment or       
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a  
reasonable investigation at the time of the transfer and found that the         
Transferee had historically paid its debts as they came due and found no        
significant evidence to indicate that the Transferee will not continue to pay   
its debts as they become due.                                                   

                                   Very truly yours,

                                                 -------------------------------
                       Name:
                        Title:

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 EXHIBIT E

SERVICING AGREEMENTS

 [See Exhibit 99.5 and Exhibit 99.6]

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 EXHIBIT F

FORM OF RULE 144A TRANSFER CERTIFICATE

Re:   Structured Asset Securities Corporation Mortgage Pass-Through 
Certificates, Series 2006-3H                            

    Reference is hereby made to the Trust Agreement (the "Trust Agreement"),
dated as of March 1, 2006 among Structured Asset Securities Corporation, as     
Depositor, Aurora Loan Services LLC, as Master Servicer and Citibank, N.A., as  
Trustee. Capitalized terms used but not defined herein shall have the meanings  
given to them in the Trust Agreement.                                           

     This letter relates to $_________ initial Certificate Principal Amount of
Class Certificates which are held in the form of Definitive Certificates        
registered in the name of (the "Transferor"). The Transferor has requested a    
transfer of such Definitive Certificates for Definitive Certificates of such    
Class registered in the name of [insert name of transferee].                    

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

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

                                              __________________________________
                                          [Name of Transferor]

                                              By:_______________________________
                           Name:
                            Title:

Dated: __________________, ________                                             

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 EXHIBIT G

FORM OF PURCHASER'S LETTER FOR
INSTITUTIONAL ACCREDITED INVESTORS

                                                              __________________
                                                                            Date

Dear Sirs:                                                                      

 In connection with our proposed purchase of $______________ principal
amount of Structured Asset Securities Corporation Mortgage Pass-Through         
Certificates, Series 2006-3H (the "Privately Offered Certificates") of          
Structured Asset Securities Corporation (the "Depositor") which are held in the 
form of Definitive Certificates, we confirm that:                               

1.    We understand that the Privately Offered Certificates have not been, and  
     will not be, registered under the Securities Act of 1933, as amended (the
"Securities Act"), and may not be sold except as permitted in the   
following sentence. We agree, on our own behalf and on behalf of any
     accounts for which we are acting as hereinafter stated, that if we should
    sell any Privately Offered Certificates within two years of the later of
      the date of original issuance of the Privately Offered Certificates or the
  last day on which such Privately Offered Certificates are owned by the
     Depositor or any affiliate of the Depositor (which includes the Placement
Agent) we will do so only (A) to the Depositor, (B) to "qualified   
institutional buyers" (within the meaning of Rule 144A under the    
 Securities Act) in accordance with Rule 144A under the Securities Act
      ("QIBs"), (C) pursuant to the exemption from registration provided by Rule
144 under the Securities Act, or (D) to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of  
      Regulation D under the Securities Act that is not a QIB (an "Institutional
Accredited Investor") which, prior to such transfer, delivers to the
  Trustee under the Trust Agreement (the "Trust Agreement"), dated as of
      March 1, 2006 among Structured Asset Securities Corporation, as Depositor,
Aurora Loan Services LLC, as Master Servicer and Citibank, N.A., as 
      Trustee, a signed letter in the form of this letter; and we further agree,
      in the capacities stated above, to provide to any person purchasing any of
the 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.

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3.    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.                                     

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.                                            

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

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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:

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 EXHIBIT H

FORM OF ERISA TRANSFER AFFIDAVIT

STATE OF NEW YORK                   )                                           
) ss.:  
COUNTY OF NEW YORK                  )                                           

 The undersigned, being first duly sworn, deposes and says as follows:

1.    The undersigned is the ______________________ of (the "Investor"), a      
      [corporation duly organized] and existing under the laws of __________, on
behalf of which he makes this affidavit.                            

2.    The Investor (A) is not, and on _______________ [date of transfer] will   
     not be, an employee benefit plan or arrangement subject to Title I of the
    Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
 plan subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or a plan subject to any provisions under any  
 federal, state, local, non-U.S. or other laws or regulations that are
  substantively similar to the foregoing provisions of ERISA or the Code
("Similar Law") (collectively, a "Plan"), and is not directly or    
     indirectly acquiring the Certificate for, on behalf of or with any assets
of any such Plan, (B) if the Certificate has been the subject of an 
    ERISA-Qualifying Underwriting, is an insurance company that is acquiring
    the Certificate with assets of an "insurance company general account" as
      defined in Section V(E) of Prohibited Transaction Class Exemption ("PTCE")
    95-60 and the acquisition and holding of the Certificate are covered and
    exempt under Sections I and III of PTCE 95-60, or (C) solely in the case
     of a Definitive Certificate, shall herewith deliver an Opinion of Counsel
     satisfactory to the Trustee, and upon which the Trustee 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") among Structured Asset Securities Corporation,
    as Depositor, Aurora Loan Services LLC, as Master Servicer and Citibank,
N.A., as Trustee, dated as of March 1, 2006, no transfer of the     
    ERISA-Restricted Certificates (other than the Class R Certificate) shall
  be permitted to be made to any person unless the Depositor and Trustee
have received a certificate from such transferee in the form hereof.

4.    Capitalized terms used but not defined herein shall have the meanings     
given to such terms in the Trust Agreement.                         

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      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__.

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 EXHIBIT I

 MONTHLY REMITTANCE ADVICE

 [Intentionally Omitted]

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 EXHIBIT J

MONTHLY ELECTRONIC DATA TRANSMISSION
 [Intentionally Omitted]

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 EXHIBIT K

CUSTODIAL AGREEMENTS

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 EXHIBIT N-1

FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY
 TO REGULATION S GLOBAL SECURITY
(Transfers pursuant to ss. 3.03(h)(ii)
 of the Agreement)

      Re:   Structured Asset Securities Corporation Mortgage Loan Trust Mortgage
Pass-Through Certificates, Series 2006-3H               

   Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services LLC,
as Master Servicer and Citibank, N.A., as Trustee, dated as of March 1, 2006.   
Capitalized terms used but not defined herein shall have the meanings given to  
them in the Agreement.                                                          

  This letter relates to U.S. $ aggregate principal amount of Securities
which are held in the form of a Restricted Global Security with DTC in the name 
of [name of transferor] (the "Transferor") to effect the transfer of the        
Securities in exchange for an equivalent beneficial interest in a Regulation S  
Global Security.                                                                

    In connection with such request, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions set
forth in the Agreement and the Securities and in accordance with Rule 904 of    
Regulation S, and that:                                                         

      a. the offer of the Securities was not made to a person in the
United States;                                          

       b. at the time the buy order was originated, the transferee was
            outside the United States or the Transferor and any person acting on
          its behalf reasonably believed that the transferee was outside the
United States;                                          

         c. no directed selling efforts have been made in contravention of
           the requirements of Rule 903 or 904 of Regulation S, as applicable;

       d. the transaction is not part of a plan or scheme to evade the
        registration requirements of the United States Securities Act of
1933, as amended; and                                   

            e. the transferee is not a U.S. person (as defined in Regulation S).

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    You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any          
administrative or legal proceedings or official inquiry with respect to the     
matters covered hereby. Terms used in this certificate have the meanings set    
forth in Regulation S.                                                          

[Name of Transferor]                                                

By:                                                                 
                                         Name:
Title:                                                              

Date:_____________,                                                             

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 EXHIBIT N-2

 FORM OF TRANSFER CERTIFICATE FOR TRANSFER
 FROM REGULATION S GLOBAL SECURITY
 TO RESTRICTED GLOBAL SECURITY
 (Transfers pursuant to ss. 3.03(h)(iii)
 of the Agreement)

Re:   Structured Asset Securities Corporation Mortgage Pass-Through 
Certificates, Series 2006-3H                            

   Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services LLC,
as Master Servicer and Citibank, N.A., as Trustee, dated as of March 1, 2006.   
Capitalized terms used but not defined herein shall have the meanings given to  
them in the Agreement.                                                          

  This letter relates to U.S. $ aggregate principal amount of Securities
which are held in the form of a Regulations S Global Security in the name of    
[name of transferor] (the "Transferor") to effect the transfer of the Securities
in exchange for an equivalent beneficial interest in a Restricted Global        
Security.                                                                       

   In connection with such request, and in respect of such Securities, the
Transferor does hereby certify that such Securities are being transferred in    
accordance with (i) the transfer restrictions set forth in the Agreement and the
Securities and (ii) Rule 144A under the United States Securities Act of 1933, as
amended, to a transferee that the Transferor reasonably believes is purchasing  
the Securities for its own account or an account with respect to which the      
transferee exercises sole investment discretion, the transferee and any such    
account is a qualified institutional buyer within the meaning of Rule 144A, in a
transaction meeting the requirements of Rule 144A and in accordance with any    
applicable securities laws of any state of the United States or any other       
jurisdiction.                                                                   

[Name of Transferor]                                                

         By:
                 Name:
                  Title:

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 EXHIBIT Q
 FORM OF BACK-UP CERTIFICATION

Structured Asset Securities Corporation                                         
745 7th Avenue, 7th Floor                                                       
New York, New York 10019                                                        

Aurora Loan Services LLC                                                        
327 Inverness Drive South                                                       
Englewood, Colorado 80112                                                       

Re:   Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2006-3H                            

   Reference is made to the Trust Agreement dated as of March 1, 2006 (the
"Trust Agreement"), by and among Citibank, N.A. (the "Trustee"), Aurora Loan    
Services LLC, as master servicer (the "Master Servicer"), and Structured Asset  
Securities Corporation, as depositor (the "Depositor"). The Trustee hereby      
certifies to the Depositor and the Master Servicer, and its officers, directors 
and affiliates, and with the knowledge and intent that they will rely upon this 
certification, that:                                                            

 (i)   The Trustee has reviewed the annual report on Form 10-K for the
fiscal year [ ], and all reports on Form 10-D containing
        distribution reports filed in respect of periods included in the
            year covered by that annual report, relating to the above-referenced
trust;                                                  

(ii)  Based solely upon the information provided to us pursuant to  
      Section 6.20(d) and 6.20(e) and the information provided by us
          pursuant to Section 6.20(d) and 6.20(e), the information set forth
          in the reports referenced in (i) above does not contain any untrue
statement of material fact; and                         

    (iii) Based on my knowledge, the distribution information required to be
        provided by the Trustee under the Trust Agreement is included in
these reports.                                          

Date:                                                                           

                                      Citibank, N.A., as Trustee

                                              By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________

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 EXHIBIT R

FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED
IN REPORT ON ASSESSMENT OF COMPLIANCE 

To:                                                                             

Structured Asset Securities Corporation                                         
745 7th Avenue, 7th Floor                                                       
New York, New York 10019                                                        

Lehman Brothers Holdings Inc.                                                   
745 7th Avenue, 7th Floor                                                       
New York, New York 10019                                                        

Reference is made to that certain Trust Agreement dated as of March 1, 2006     
(the "Agreement"), by and among Citibank, N.A. (the "Trustee"), Aurora Loan     
Services LLC, as master servicer (the "Master Servicer"), and Structured Asset  
Securities Corporation, as depositor (the "Depositor") with respect to Lehman   
Mortgage Trust Mortgage Pass-Through Certificates, Series 2006-1. This          
certification is delivered pursuant to Section 6.01(j) of the                   
Agreement. Capitalized terms used herein but not otherwise defined shall have   
the meanings set forth in the Agreement.                                        

_________________________, the undersigned, a duly authorized _______________ of
the [Trustee] [Master Servicer], does hereby certify that the assessment of     
compliance to be delivered by the [Trustee] [Master Servicer] shall address, at 
a minimum, the criteria identified below as "Applicable Servicing Criteria" as  
identified by a mark in the column titled "Applicable Servicing Criteria."      

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------
Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                    General Servicing  Considerations                                                      
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(i)       Policies and procedures are                                                    X       
                    instituted to monitor any                                                              
                    performance or other triggers and                                                      
                    events of default in accordance                                                        
                    with the transaction agreements.                                                       
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(ii)      If any material servicing                    If applicable for a               X       
                    activities are outsourced to third        transaction participant                      
                    parties, policies and procedures                                                       
                    are instituted to monitor the                                                          
                    third party's performance and                                                          
                    compliance with such servicing                                                         
                    activities.                                                                            
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(iii)     Any requirements in the                                                        X       
                    transaction agreements to maintain                                                     
                    a back-up servicer for the pool                                                        
                    assets are maintained.                                                                 
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(iv)      A fidelity bond and errors and                                                 X       
                    omissions policy is in effect on                                                       
                    the party participating in the                                                         
                    servicing                                                                              
-----------------------------------------------------------------------------------------------------------

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Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                    function throughout the reporting                                                      
                    period in the amount of coverage                                                       
                    required by and otherwise in                                                           
                    accordance with the terms of the                                                       
                    transaction agreements.                                                                
-----------------------------------------------------------------------------------------------------------
                    Cash Collection and Administration                                                     
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(i)       Payments on pool assets are                       X                            X       
                    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.                                                                
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(ii)      Disbursements made via wire                       X                            X       
                    transfer on behalf of an obligor                                                       
                    or to an investor are made only by                                                     
                    authorized personnel.                                                                  
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(iii)     Advances of funds or guarantees                                                X       
                    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.                                                                
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(iv)      The related accounts for the                      X                            X       
                    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.                                                         
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(v)       Each custodial account is                         X*                           X       
                    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.                                                                          
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(vi)      Unissued checks are safeguarded so                                             X       
                    as to prevent unauthorized access.                                                     
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(vii)     Reconciliations are prepared on a                 X                            X       
                    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                                                       
-----------------------------------------------------------------------------------------------------------

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Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                    original identification, or such other                                                 
                    number of days specified in the                                                        
                    transaction agreements.                                                                
-----------------------------------------------------------------------------------------------------------
                    Investor Remittances and Reporting                                                     
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(i)       Reports to investors, including                   X                            X       
                    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.                                                              
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(ii)      Amounts due to investors are                      X                            X       
                    allocated and remitted in                                                              
                    accordance with timeframes,                                                            
                    distribution priority and other                                                        
                    terms set forth in the transaction                                                     
                    agreements.                                                                            
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(iii)     Disbursements made to an investor                 X                                    
                    are posted within two business                                                         
                    days to the Servicer's investor                                                        
                    records, or such other number of                                                       
                    days specified in the transaction                                                      
                    agreements.                                                                            
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(iv)      Amounts remitted to investors per                 X                            X       
                    the investor reports agree with                                                        
                    cancelled checks, or other form of                                                     
                    payment, or custodial bank                                                             
                    statements.                                                                            
-----------------------------------------------------------------------------------------------------------
                    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                        X*                                   
                    substitutions to the asset pool                                                        
                    are made, reviewed and approved in                                                     
                    accordance with any conditions or                                                      
                    requirements in the transaction                                                        
                    agreements.                                                                            
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(iv)      Payments on pool assets, including                                                     
                    any payoffs, made in accordance                                                        
                    with the related pool asset                                                            
                    documents are posted to the                                                            
                    Servicer's obligor records                                                             
                    maintained no more than two                                                            
                    business days after receipt, or                                                        
                    such other number of days                                                              
                    specified in the transaction                                                           
                    agreements, and allocated                                                              
-----------------------------------------------------------------------------------------------------------

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Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                    to principal, interest or other items                                                  
                    (e.g., escrow) in accordance with                                                      
                    the related pool asset documents.                                                      
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(v)       The Servicer's records regarding the pool assets agree with                            
                    the Servicer's records with respect to an obligor's unpaid                             
                    principal balance.                                                                     
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(vi)      Changes with respect to the terms                                              X       
                    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.                                                                  
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(vii)     Loss mitigation or recovery                                                    X       
                    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.                                                         
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(viii)    Records documenting collection                                                         
                    efforts are maintained during the                                                      
                    period a pool asset is delinquent                                                      
                    in accordance with the transaction                                                     
                    agreements. Such records are                                                           
                    maintained on at least a monthly                                                       
                    basis, or such other period                                                            
                    specified in the transaction                                                           
                    agreements, and describe the                                                           
                    entity's activities in monitoring                                                      
                    delinquent pool assets including,                                                      
                    for example, phone calls, letters                                                      
                    and payment rescheduling plans in                                                      
                    cases where delinquency is deemed                                                      
                    temporary (e.g., illness or                                                            
                    unemployment).                                                                         
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(ix)      Adjustments to interest rates or                                                       
                    rates of return for pool assets                                                        
                    with variable rates are computed                                                       
                    based on the related pool asset                                                        
                    documents.                                                                             
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(x)       Regarding any funds held in trust                                                      
                    for an obligor (such as escrow                                                         
                    accounts): (A) such funds are                                                          
                    analyzed, in accordance with the                                                       
                    obligor's pool asset documents, on                                                     
                    at least an annual basis, or such                                                      
                    other period specified in the                                                          
                    transaction agreements; (B)                                                            
                    interest on such funds is paid, or                                                     
                    credited, to obligors in                                                               
                    accordance with applicable pool                                                        
                    asset documents and state laws;                                                        
                    and (C) such funds are returned to                                                     
                    the obligor within 30 calendar                                                         
                    days of full repayment of the                                                          
                    related pool assets, or such other                                                     
                    number of days specified in the                                                        
                    transaction agreements.                                                                
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xi)      Payments made on behalf of an                                                  X       
                    obligor (such as tax or insurance                                                      
-----------------------------------------------------------------------------------------------------------

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Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                    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                                                  X       
                    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                                             X       
                    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                                                 X       
                    uncollectible accounts are                                                             
                    recognized and recorded in                                                             
                    accordance with the transaction                                                        
                    agreements.                                                                            
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xv)      Any external enhancement or other                 X*                                   
                    support, identified in Item                                                            
                    1114(a)(1) through (3) or Item                                                         
                    1115 of Regulation AB, is                                                              
                    maintained as set forth in the                                                         
                    transaction agreements.                                                                
-----------------------------------------------------------------------------------------------------------

*Subject to clarification from the Securities and Exchange Commission           

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 EXHIBIT S

 TRANSACTION PARTIES

Sponsor and Seller: Lehman Brothers Holdings Inc.                               

Depositor: Structured Asset Securities Corporation                              

Trustee: Citibank, N.A.                                                         

Securities Administrator: N/A                                                   

Master Servicer: Aurora Loan Services LLC                                       

Servicer(s): Aurora Loan Services LLC, Countrywide Home Loans Servicing LP, GMAC
Mortgage Corporation, SunTrust Mortgage Company and Wells Fargo Bank, N.A.      

Originator(s): Lehman Brothers Bank FSB, Countrywide Home Loans Servicing LP,   
HSBC Mortgage Corporation (USA), SunTrust Mortgage Company and Wells Fargo Bank,
N.A..                                                                           

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

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SCHEDULE A

MORTGAGE LOAN SCHEDULE

 [Intentionally omitted]

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/25/07		76					None on these Dates
		3/15/07		85		113
Filed on / For Period End:		4/14/06
		3/31/06		18
		3/30/06		31		34
		3/1/06		1		176
		9/26/05		34
		1/7/05		37
		8/20/96		31		155
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