STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and CITIBANK, N.A., as Trustee TRUST AGREEMENT Dated as of October 1, 2006 LEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-17

EXECUTION COPY

STRUCTURED ASSET SECURITIES CORPORATION,

as Depositor,

AURORA LOAN SERVICES LLC,

as Master Servicer,

and

CITIBANK, N.A.,

as Trustee

___________________________

TRUST AGREEMENT

Dated as of October 1, 2006

___________________________

XXXXXX XS TRUST

MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2006-17

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS	21
Section 1.01. Definitions.	21
Section 1.02. Calculations Respecting Mortgage Loans.	75
Section 1.03. Calculations Respecting Accrued Interest.	75
ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES	75
Section 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.	75
Section 2.02. Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund.	79
Section 2.03. Representations and Warranties of the Depositor.	81
Section 2.04. Discovery of Breach.	83
Section 2.05. Repurchase, Purchase or Substitution of Mortgage Loans.	83
Section 2.06. Grant Clause.	85
ARTICLE III THE CERTIFICATES	86
Section 3.01. The Certificates.	86
Section 3.02. Registration.	87
Section 3.03. Transfer and Exchange of Certificates.	87
Section 3.04. Cancellation of Certificates.	91
Section 3.05. Replacement of Certificates.	91
Section 3.06. Persons Deemed Owners.	92
Section 3.07. Temporary Certificates.	92
Section 3.08. Appointment of Paying Agent.	92
Section 3.09. Book-Entry Certificates.	93
ARTICLE IV ADMINISTRATION OF THE TRUST FUND	94
Section 4.01. Collection Account.	94
Section 4.02. Application of Funds in the Collection Account.	96
Section 4.03. Reports to Certificateholders.	98
Section 4.04. Certificate Account.	103
ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES	104
Section 5.01. Distributions Generally.	104
Section 5.02. Distributions from the Certificate Account.	105
Section 5.03. Allocation of Losses.	123
Section 5.04. Advances by Master Servicer, Servicers and Trustee.	125
Section 5.05. Compensating Interest Payments.	126
Section 5.06. Basis Risk Reserve Funds.	126
Section 5.07. The Certificate Insurance Policy.	127
Section 5.08. Supplemental Interest Trust.	130
Section 5.09. Rights of Swap Counterparty.	131
Section 5.10. Termination Receipts.	131
Section 5.11. Class X Account.	132

ARTICLE VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT	133
Section 6.01. Duties of Trustee.	133
Section 6.02. Certain Matters Affecting the Trustee.	136
Section 6.03. Trustee Not Liable for Certificates.	138
Section 6.04. Trustee May Own Certificates.	138
Section 6.05. Eligibility Requirements for Trustee.	138
Section 6.06. Resignation and Removal of Trustee.	139
Section 6.07. Successor Trustee.	140
Section 6.08. Merger or Consolidation of Trustee.	140
Section 6.09. Appointment of Co-Trustee, Separate Trustee or Custodian.	141
Section 6.10. Authenticating Agents.	142
Section 6.11. Indemnification of Trustee.	143
Section 6.12. Fees and Expenses of Trustee and Custodians.	144
Section 6.13. Collection of Monies.	144
Section 6.14. Events of Default; Trustee To Act; Appointment of Successor.	145
Section 6.15. Additional Remedies of Trustee Upon Event of Default.	149
Section 6.16. Waiver of Defaults.	149
Section 6.17. Notification to Holders.	150
Section 6.18. Directions by Certificateholders and Duties of Trustee During Event of Default.	150
Section 6.19. Action Upon Certain Failures of the Master Servicer and Upon Event of Default.	150
Section 6.20. Preparation of Tax Returns and Reports to the Commission.	150
Section 6.21. Compliance with Regulation AB.	158
ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND	158
Section 7.01. Purchase of Mortgage Loans; Termination of a Mortgage Pool or the Trust Fund Upon Purchase or Liquidation of Mortgage Loans; Purchase of the Pooling REMIC 1 Regular Interests or the Pooling REMIC 2 Regular Interests.	158
Section 7.02. Procedure Upon Termination of Trust Fund or Purchase of Pooling REMIC 1 Regular Interests or Pooling REMIC 2 Regular Interests.	162
Section 7.03. Additional Requirements for any Trust Fund Termination Event or Purchase of the Pooling REMIC 1 Regular Interests or the Pooling REMIC 2 Regular Interests.	164
Section 7.04. Optional Purchase Right of NIMS Insurer.	165
ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS	165
Section 8.01. Limitation on Rights of Holders.	165
Section 8.02. Access to List of Holders.	166
Section 8.03. Acts of Holders of Certificates.	166
ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER	167
Section 9.01. Duties of the Master Servicer.	167

Section 9.02. Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy.	168
Section 9.03. Master Servicer’s Financial Statements and Related Information.	168
Section 9.04. Power to Act; Procedures.	169
Section 9.05. Enforcement of Servicer’s and Master Servicer’s Obligations.	171
Section 9.06. Collection of Taxes, Assessments and Similar Items.	172
Section 9.07. Termination of Servicing Agreements; Successor Servicers.	172
Section 9.08. Master Servicer Liable for Enforcement.	173
Section 9.09. No Contractual Relationship Between Any Servicer and Trustee or Depositor.	174
Section 9.10. Assumption of Servicing Agreement by Trustee.	174
Section 9.11. Due-on-Sale Clauses; Assumption Agreements; Easements.	174
Section 9.12. Release of Mortgage Files.	175
Section 9.13. Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.	176
Section 9.14. Representations and Warranties of the Master Servicer.	177
Section 9.15. Opinion.	180
Section 9.16. Standard Hazard and Flood Insurance Policies.	180
Section 9.17. Presentment of Claims and Collection of Proceeds.	180
Section 9.18. Maintenance of the Primary Mortgage Insurance Policies.	181
Section 9.19. Trustee To Retain Possession of Certain Insurance Policies and Documents.	181
Section 9.20. Realization Upon Defaulted Mortgage Loans.	182
Section 9.21. Compensation to the Master Servicer.	182
Section 9.22. REO Property.	183
Section 9.23. [Reserved]	183
Section 9.24. Reports to the Trustee.	183
Section 9.25. Assessment of Compliance and Attestation Reports.	184
Section 9.26. Annual Statement of Compliance with Applicable Servicing Criteria.	185
Section 9.27. Merger or Consolidation.	186
Section 9.28. Resignation of Master Servicer.	186
Section 9.29. Assignment or Delegation of Duties by the Master Servicer.	187
Section 9.30. Limitation on Liability of the Master Servicer and Others.	187
Section 9.31. Indemnification; Third-Party Claims.	188
ARTICLE X REMIC ADMINISTRATION	189
Section 10.01. REMIC Administration. [TO BE REVIEWED BY MN TAX COUNSEL]	189
Section 10.02. Prohibited Transactions and Activities.	192
Section 10.03. Indemnification with Respect to Certain Taxes and Loss of REMIC Status.	193
Section 10.04. REO Property.	193
ARTICLE XI MISCELLANEOUS PROVISIONS	194
Section 11.01. Binding Nature of Agreement; Assignment.	194
Section 11.02. Entire Agreement.	194
Section 11.03. Amendment.	194

iii

Section 11.04. Voting Rights.	196
Section 11.05. Provision of Information.	196
Section 11.06. Governing Law.	197
Section 11.07. Notices.	197
Section 11.08. Severability of Provisions.	197
Section 11.09. Indulgences; No Waivers.	198
Section 11.10. Headings Not To Affect Interpretation.	198
Section 11.11. Benefits of Agreement.	198
Section 11.12. Special Notices to the Rating Agencies and the Certificate Insurer.	198
Section 11.13. Conflicts.	199
Section 11.14. Counterparts.	199
Section 11.15. Transfer of Servicing.	199
Section 11.16. Matters Relating to the Certificate Insurance Policy.	201

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 Agreement for Aurora Loan Services LLC
Exhibit F		Form of Rule 144A Transfer Certificate
Exhibit G		Form of Purchaser’s Letter for Institutional Accredited Investors
Exhibit H		Form of ERISA Transfer Affidavit
Exhibit I		[Reserved]
Exhibit J		[Reserved]
Exhibit K		Custodial Agreements for LaSalle Bank National Association, U.S. Bank National Association, Xxxxx Fargo Bank, N.A. and Deutsche Bank National Trust Company
Exhibit L		[Reserved]
Exhibit M		Form of Back-up Certification to be Provided by the Trustee to the Depositor
Exhibit N-1		Swap Agreement
Exhibit N-2		Group 1 Cap Agreement
Exhibit O		Servicing Criteria to be Addressed in Report on Assessment of Compliance
Exhibit P		Transaction Parties
Exhibit Q		Form of Insurance Agreement
Exhibit R		Form of Certificate Guaranty Insurance Policy relating to the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates

Schedule A		Mortgage Loan Schedule (by Mortgage Pool)

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

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

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

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

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

Upper-Tier REMIC 1 shall hold the uncertificated interests issued by Middle-Tier REMIC 1, other than the Class MT1-R Interest. Each of the Offered Certificates related to Pool 1 represent ownership of regular interests in Upper-Tier REMIC 1. Each of the Offered Certificates related to Pool 1 (other than the Class 1-AIO Certificate) also represents (i) the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. For federal income tax purposes, the Class 1-X Certificates represent ownership of regular interests in Upper-Tier REMIC 1 and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 1 to the extent payable from Pool 1 Monthly Excess Cashflow. The Class C-X and Class S-X Certificates shall not represent an interest in any REMIC formed hereby. The Class 1-P Certificates represent ownership of regular interests in Upper-Tier REMIC 1. The Class R-1 Certificate represents ownership of the sole class of residual interest in Upper-Tier REMIC 1 as well as ownership of the LT1-R and Class MT1-R Interests.

Pooling REMIC 2 shall hold the assets of the Trust Fund related to Pool 2, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R-2 Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 2. Each uncertificated interest in Pooling REMIC 2 is hereby designated as a REMIC regular interest.

Lower-Tier REMIC 2 shall hold the uncertificated interests issued by Pooling REMIC 2 and shall issue several uncertificated interests. Each such interest, other than the LT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC 2.

Upper-Tier REMIC 2 shall hold the uncertificated interests issued by Lower-Tier REMIC 2, other than the Class LT2-R Interest. Each of the Offered Certificates related to Pool 2 represent ownership of regular interests in Upper-Tier REMIC 2. Each of the Offered Certificates related to Pool 2 also represent the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax purposes, the Class 2-X Certificates represent ownership of regular interests in Upper-Tier REMIC 2 and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 2 to the extent payable from Pool 2 Monthly Excess Cashflow. The Class 2-P Certificates represent ownership of regular interests in Upper-Tier REMIC 2. The Class R-2 Certificate represents ownership of the sole class of residual interest in Upper-Tier REMIC 2 as well as ownership of the LT1-R Interest.

Pooling REMIC 1

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

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

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

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

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

Lower-Tier REMIC 1

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

Designation	Initial Principal Balance		Interest Rate
LT1-A	$	34,404,465.96		(1)
LT1-F1	$	16,588,664.00		(2)
LT1-V1	$	16,588,664.00		(3)
LT1-F2	$	16,001,277.00		(2)
LT1-V2	$	16,001,277.00		(3)
LT1-F3	$	15,434,674.00		(2)
LT1-V3	$	15,434,674.00		(3)
LT1-F4	$	15,013,471.50		(2)

Designation	Initial Principal Balance		Interest Rate
LT1-V4	$	15,013,471.50		(3)
LT1-F5	$	14,356,481.00		(2)
LT1-V5	$	14,356,481.00		(3)
LT1-F6	$	14,079,624.50		(2)
LT1-V6	$	14,079,624.50		(3)
LT1-F7	$	13,349,495.00		(2)
LT1-V7	$	13,349,495.00		(3)
LT1-F8	$	12,949,306.00		(2)
LT1-V8	$	12,949,306.00		(3)
LT1-F9	$	12,418,063.00		(2)
LT1-V9	$	12,418,063.00		(3)
LT1-F10	$	12,046,974.50		(2)
LT1-V10	$	12,046,974.50		(3)
LT1-F11	$	35,725,324.50		(2)
LT1-V11	$	35,725,324.50		(3)
LT1-F12	$	12,448,243.50		(2)
LT1-V12	$	12,448,243.50		(3)
LT1-F13	$	11,835,946.00		(2)
LT1-V13	$	11,835,946.00		(3)
LT1-F14	$	11,129,462.50		(2)
LT1-V14	$	11,129,462.50		(3)
LT1-F15	$	10,721,146.00		(2)
LT1-V15	$	10,721,146.00		(3)
LT1-F16	$	10,215,131.50		(2)
LT1-V16	$	10,215,131.50		(3)
LT1-F17	$	9,787,700.00		(2)
LT1-V17	$	9,787,700.00		(3)
LT1-F18	$	9,378,142.50		(2)
LT1-V18	$	9,378,142.50		(3)
LT1-F19	$	8,985,712.00		(2)
LT1-V19	$	8,985,712.00		(3)
LT1-F20	$	8,609,693.00		(2)
LT1-V20	$	8,609,693.00		(3)
LT1-F21	$	8,249,398.50		(2)
LT1-V21	$	8,249,398.50		(3)
LT1-F22	$	9,935,138.50		(2)
LT1-V22	$	9,935,138.50		(3)
LT1-F23	$	34,929,496.00		(2)
LT1-V23	$	34,929,496.00		(3)
LT1-F24	$	7,021,245.50		(2)
LT1-V24	$	7,021,245.50		(3)
LT1-F25	$	6,678,758.50		(2)
LT1-V25	$	6,678,758.50		(3)
LT1-F26	$	6,352,969.50		(2)

Designation	Initial Principal Balance		Interest Rate
LT1-V26	$	6,352,969.50		(3)
LT1-F27	$	6,043,065.00		(2)
LT1-V27	$	6,043,065.00		(3)
LT1-F28	$	5,748,269.50		(2)
LT1-V28	$	5,748,269.50		(3)
LT1-F29	$	5,467,848.50		(2)
LT1-V29	$	5,467,848.50		(3)
LT1-F30	$	5,201,100.50		(2)
LT1-V30	$	5,201,100.50		(3)
LT1-F31	$	5,357,465.00		(2)
LT1-V31	$	5,357,465.00		(3)
LT1-F32	$	4,931,514.50		(2)
LT1-V32	$	4,931,514.50		(3)
LT1-F33	$	4,546,977.00		(2)
LT1-V33	$	4,546,977.00		(3)
LT1-F34	$	21,370,747.00		(2)
LT1-V34	$	21,370,747.00		(3)
LT1-F35	$	4,222,382.00		(2)
LT1-V35	$	4,222,382.00		(3)
LT1-F36	$	2,975,477.50		(2)
LT1-V36	$	2,975,477.50		(3)
LT1-F37	$	2,830,240.50		(2)
LT1-V37	$	2,830,240.50		(3)
LT1-F38	$	2,692,088.00		(2)
LT1-V38	$	2,692,088.00		(3)
LT1-F39	$	2,560,676.00		(2)
LT1-V39	$	2,560,676.00		(3)
LT1-F40	$	2,435,674.50		(2)
LT1-V40	$	2,435,674.50		(3)
LT1-F41	$	2,316,771.50		(2)
LT1-V41	$	2,316,771.50		(3)
LT1-F42	$	2,203,669.50		(2)
LT1-V42	$	2,203,669.50		(3)
LT1-F43	$	2,096,085.50		(2)
LT1-V43	$	2,096,085.50		(3)
LT1-F44	$	2,014,865.50		(2)
LT1-V44	$	2,014,865.50		(3)
LT1-F45	$	1,895,351.50		(2)
LT1-V45	$	1,895,351.50		(3)
LT1-F46	$	1,802,812.00		(2)
LT1-V46	$	1,802,812.00		(3)
LT1-F47	$	1,714,788.00		(2)
LT1-V47	$	1,714,788.00		(3)
LT1-F48	$	1,631,059.50		(2)

Designation	Initial Principal Balance		Interest Rate
LT1-V48	$	1,631,059.50		(3)
LT1-F49	$	1,551,416.50		(2)
LT1-V49	$	1,551,416.50		(3)
LT1-F50	$	1,475,659.50		(2)
LT1-V50	$	1,475,659.50		(3)
LT1-F51	$	1,403,600.50		(2)
LT1-V51	$	1,403,600.50		(3)
LT1-F52	$	1,335,057.00		(2)
LT1-V52	$	1,335,057.00		(3)
LT1-F53	$	1,269,858.50		(2)
LT1-V53	$	1,269,858.50		(3)
LT1-F54	$	1,422,879.00		(2)
LT1-V54	$	1,422,879.00		(3)
LT1-F55	$	1,241,675.00		(2)
LT1-V55	$	1,241,675.00		(3)
LT1-F56	$	2,777,745.50		(2)
LT1-V56	$	2,777,745.50		(3)
LT1-F57	$	2,487,670.50		(2)
LT1-V57	$	2,487,670.50		(3)
LT1-F58	$	8,568,564.00		(2)
LT1-V58	$	8,568,564.00		(3)
LT1-F59	$	8,213,690.50		(2)
LT1-V59	$	8,213,690.50		(3)
LT1-AIO		(4)		(4)
LT1-R		(5)		(5)

(1)	For any Distribution Date (and the related Accrual Period) the interest rate for the LT1-A Interest shall be the Net WAC Rate for Pool 1, computed by reducing the Net Mortgage Rate on each Fixed Rate Mortgage Loan in Pool 1 by 0.60% (the “Pool 1 REMIC Net WAC Rate”).

(2)	For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower-Tier Interests shall be the lesser of (i) the REMIC Swap Rate for such Distribution Date, and (ii) the product of (a) the Pool 1 REMIC Net WAC Rate and (b) 2.

(3)	For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower-Tier Interests shall be the excess, if any, of (i) the product of (a) the Pool 1 REMIC Net WAC Rate and (b) 2, over (ii) the REMIC Swap Rate for such Distribution Date.

(4)	The LT1-AIO interest is an interest-only class and does not have a principal balance. On each Distribution Date, the LT1-AIO interest shall accrue interest at a per annum rate of 0.60% on a notional amount equal to the Class Notional Amount of the Class 1-AIO Certificates.

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

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

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

On each Distribution Date, the Trustee shall distribute the Prepayment Premiums related to Pool 1 collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the LT1-F59 and LT1-V59 Lower-Tier Interests, respectively.

Middle-Tier REMIC 1:

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

Middle-Tier REMIC 1 Designation	Middle-Tier REMIC 1 Interest Rate		Initial Class Principal Amount		Corresponding Class of Certificate(s) or Components
MT1-1A1		(1)		(3)		1-A1
MT1-1A2		(1)		(3)		1-A2
MT1-1A3		(1)		(3)		1-A3
MT1-1A4A		(1)		(3)		0-X0X
XX0-0X0X		(1)		(3)		1-A4B
MT1-1A5		(1)		(3)		1-A5
MT1-1M1		(1)		(3)		1-M1
MT1-1M2		(1)		(3)		1-M2
MT1-1M3		(1)		(3)		1-M3
MT1-1M4		(1)		(3)		1-M4
MT1-1M5		(1)		(3)		1-M5
MT1-1M6		(1)		(3)		1-M6
MT1-1M7		(1)		(3)		1-M7
MT1-1M8		(1)		(3)		1-M8
MT1-1M9		(1)		(3)		1-M9
MT1-Q		(1)		(4)		N/A
MT1-IO		(2)		(2)		N/A
MT1-AIO		(5)		(5)
MT1-R		(6)		(6)		R

___________________________

(1)

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

(2)

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

Distribution Dates		Lower-Tier REMIC 1 Designation
2		LT1-F1
2-3		LT1-F2
2-4		LT1-F3
2-5		LT1-F4
2-6		LT1-F5
2-7		LT1-F6
2-8		LT1-F7
2-9		LT1-F8
2-10		LT1-F9
2-11		LT1-F10
2-12		LT1-F11
2-13		LT1-F12
2-14		LT1-F13
2-15		LT1-F14
2-16		LT1-F15
2-17		LT1-F16
2-18		LT1-F17
2-19		LT1-F18
2-20		LT1-F19
2-21		LT1-F20
2-22		LT1-F21
2-23		LT1-F22
2-24		LT1-F23
2-25		LT1-F24
2-26		LT1-F25
2-27		LT1-F26
2-28		LT1-F27
2-29		LT1-F28
2-30		LT1-F29
2-31		LT1-F30
2-32		LT1-F31
2-33		LT1-F32

Distribution Dates		Lower-Tier REMIC 1 Designation
2-34		LT1-F33
2-35		LT1-F34
2-36		LT1-F35
2-37		LT1-F36
2-38		LT1-F37
2-39		LT1-F38
2-40		LT1-F39
2-41		LT1-F40
2-42		LT1-F41
2-43		LT1-F42
2-44		LT1-F43
2-45		LT1-F44
2-46		LT1-F45
2-47		LT1-F46
2-48		LT1-F47
2-49		LT1-F48
2-50		LT1-F49
2-51		LT1-F50
2-52		LT1-F51
2-53		LT1-F52
2-54		LT1-F53
2-55		LT1-F54
2-56		LT1-F55
2-57		LT1-F56
2-58		LT1-F57
2-59		LT1-F58
2-60		LT1-F59

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

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

(5)	On each Distribution Date, the Class MT1-AIO interest shall be entitled to all distributions made with respect to the Class LT1-AIO interest.

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

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

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

(a) First, to the Class MT1-1A1, Class MT-1A2, Class MT-1A3, Class MT-1A4A, Class MT-1A4B, Class MT1-1A5, Class MT1-M1, Class MT1-M2, Class MT1-M3, Class MT1-M4, Class MT1-M5, Class MT1-M6, Class MT1-M7, Class MT1-M8 and Class MT1-M9 Interests until the principal balance of each such interest equals one-half of the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date; and

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

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

Pooling REMIC 2

Pooling REMIC 2 shall issue one uncertificated interest in respect of each Pool 2 Mortgage Loan held by the Trust on the Closing Date, each of which is hereby designated as a regular interest in Pooling REMIC 2 (the “Pooling REMIC 2 Regular Interests”). Pooling REMIC 2 shall also issue the Class LT-R-2 Certificate, which shall represent the sole class of residual interest in Pooling REMIC 2. Each Pooling REMIC 2 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be distributed on such Pooling REMIC 2 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan.

On each Distribution Date, the Trustee shall first pay or charge as an expense of Pooling REMIC 2 all expenses of the Trust Fund that are deducted in computing the Interest Remittance Amount for Pool 2 for such Distribution Date.

On each Distribution Date the Trustee shall distribute the Interest Remittance Amount for Pool 2 with respect to each of the Lower-Tier Interests in Pooling REMIC 2 based on the above-described interest rates.

On each Distribution Date, the Trustee shall distribute the Principal Remittance Amount for Pool 2 among the Pooling REMIC 2 Regular Interests in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Pooling REMIC 2 Regular Interest. All losses on the Mortgage Loans shall be allocated among the Pooling REMIC 2 Regular Interest in the same manner that principal distributions are allocated.

On each Distribution Date, the Trustee shall distribute the Prepayment Premiums with respect to Pool 2 collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Pooling REMIC 2 Regular Interest corresponding to the Mortgage Loan with respect to which such amounts were received.

Lower-Tier REMIC 2

The following table sets forth (or describes) the designation, interest rate, and initial principal balance of each Lower-Tier Interest in Lower-Tier REMIC 2, each of which, other than the LT2-R Lower Tier Interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (the “Lower-Tier REMIC 2 Regular Interests”).

Designation	Interest Rate		Initial Principal Amount		Corresponding Class of Certificates
XX-XX-1-1		(1)		(2)		WF-1-1
XX-XX-1-2		(1)		(2)		WF-1-2
XX-XX-2		(1)		(2)		WF-2
XX-XX-3-1		(1)		(2)		WF-3-1
XX-XX-3-2		(1)		(2)		WF-3-2
XX-XX-3-3		(1)		(2)		WF-3-3
XX-XX-4-1		(1)		(2)		WF-4-1
XX-XX-4-2		(1)		(2)		WF-4-2
XX-XX-5		(1)		(2)		WF-5
XX-XX-6-1		(1)		(2)		WF-6-1
XX-XX-6-2		(1)		(2)		WF-6-2
XX-XX-M1		(1)		(2)		WF-M1
XX-XX-M2		(1)		(2)		WF-M2
XX-XX-M3		(1)		(2)		WF-M3
XX-XX-M4		(1)		(2)		WF-M4
XX-XX-M5		(1)		(2)		WF-M5
XX-XX-M6		(1)		(2)		WF-M6
XX-XX-M7		(1)		(2)		WF-M7
XX-XX-M8		(1)		(2)		WF-M8
XX-XX-M9		(1)		(2)		WF-M9
XX-XX-M10		(1)		(2)		WF-M10
LT2-Q		(1)		(3)		N/A
LT2-R		(4)		(4)		N/A

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Lower-Tier Interests in Lower-Tier REMIC 2 is a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans in Pool 2 as of the first day of the related Collection Period (not including for this purpose Mortgage Loans in Pool 2 for which payments in full have been received and distributed in the month prior to that Distribution Date).

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

(3)	This interest shall have an initial principal balance equal to the excess of (i) the aggregate Pool Balance for Pool 2 as of the Cut-off Date, over (ii) the aggregate initial class principal amount of each other regular interest in Lower-Tier REMIC 2.

(4)	The LT2-R Interest is the sole Class of residual interest in Lower-Tier REMIC 2. It does not have an interest rate or a principal balance.

On each Distribution Date, the Trustee shall distribute the interest received from Pooling REMIC 2 in respect of the Lower-Tier Interests in Lower-Tier REMIC 2 based on the above-described interest rates; provided, however, that interest that accrues on the LT2-Q Interest shall be deferred to the extent necessary to make the principal distributions described in paragraph (i) below for such Distribution Date on the other classes of Lower-Tier Interests. Any interest so deferred shall itself bear interest at the interest rate for the LT2-Q Interest.

On each Distribution Date, the Trustee shall distribute the principal received from Pooling REMIC 2 (together with an amount equal to the interest deferred on the LT2-Q Interest for such Distribution Date) in the following order of priority:

(1)

First, to the XX-XX-1-1, XX-XX-1-2, XX-XX-2, XX-XX-3-1, XX-XX-3-2, XX-XX-3-3, XX-XX-4-1, XX-XX-4-2, XX-XX-5, XX-XX-6-1, XX-XX-6-2, XX-XX-M1, XX-XX-M2, XX-XX-M3, XX-XX-M4, XX-XX-M5, XX-XX-M6, XX-XX-M7, XX-XX-M8, XX-XX-M9 and XX-XX-M10 Interests until the principal balance of each such interest equals 50% of the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date;

(2)

Second, to the LT2-Q Interest, any remaining amounts.

For any Distribution Date, after all distributions have been made, Realized Losses for Pool 2 shall be allocated among the interests in Lower-Tier REMIC 2 in the order of priority in which principal is distributed to such interests. Any Prepayment Premiums with respect to Pool 2 received from Pooling REMIC 2 shall be distributed in respect of the LT2-Q Interest.

The Certificates

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

Class Designation	Interest Rate		Initial Class Principal Amount or Class Notional Amount ($)		Minimum Denominations

Class 1-AIO		(1)		(1)	$	100,000
Class 1-A1		(2)	$	269,465,000	$	25,000
Class 1-A2		(3)	$	127,702,000	$	25,000
Class 1-A3		(4)	$	50,000,000	$	25,000
Class 1-A4A		(5)	$	346,214,000	$	25,000
Class 1-A4B		(6)	$	12,452,000	$	25,000
Class 1-A5		(7)	$	89,549,000	$	25,000
Class WF-1-1		(17)	$	117,043,000	$	25,000
Class WF-1-2		(18)	$	13,004,000	$	25,000
Class WF-2		(19)	$	36,508,000	$	25,000
Class WF-3-1		(20)	$	14,000,000	$	25,000
Class WF-3-2		(21)	$	22,699,000	$	25,000
Class WF-3-3		(22)	$	2,837,000	$	25,000
Class WF-4-1		(23)	$	20,943,000	$	25,000
Class WF-4-2		(24)	$	29,918,000	$	25,000
Class WF-5		(25)	$	21,884,000	$	25,000
Class WF-6-1		(26)	$	16,000,000	$	25,000
Class WF-6-2		(27)	$	15,900,000	$	25,000
Class 1-M1		(8)	$	15,916,000	$	100,000
Class 1-M2		(9)	$	12,616,000	$	100,000
Class 1-M3		(10)	$	7,764,000	$	100,000
Class 1-M4		(11)	$	4,852,000	$	100,000
Class 1-M5		(12)	$	4,852,000	$	100,000
Class 1-M6		(13)	$	4,852,000	$	100,000
Class 1-M7		(14)	$	6,793,000	$	100,000
Class 1-M8		(15)	$	4,852,000	$	100,000
Class 1-M9		(16)	$	7,278,000	$	100,000
Class WF-M1		(28)	$	6,387,000	$	100,000
Class WF-M2		(29)	$	5,869,000	$	100,000
Class WF-M3		(30)	$	3,452,000	$	100,000
Class WF-M4		(31)	$	3,107,000	$	100,000
Class WF-M5		(32)	$	2,589,000	$	100,000
Class WF-M6		(33)	$	2,244,000	$	100,000
Class WF-M7		(34)	$	2,071,000	$	100,000
Class WF-M8		(35)	$	1,726,000	$	100,000
Class WF-M9		(36)	$	1,726,000	$	100,000
Class WF-M10		(37)	$	2,762,000	$	100,000
Class 1-P		(38)		(38)		(45)
Class 2-P		(39)		(39)		(45)
Class 1-X		(40)		(40)		(45)
Class 2-X		(41)		(41)		(45)
Class C-X		(42)		(42)		(45)
Class S-X		(43)		(43)		(45)
Class R-1		(44)		(44)		(45)
Class R-2		(45)		(45)		(45)
Class LT-R-1		(46)		(46)		(45)
Class LT-R-2		(47)		(47)		(45)
Class C		(48)		(48)		(45)

(1)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-AIO Certificates is the per annum rate equal to 0.600%. The Class 1-AIO Certificates will be issued without a Certificate Principal Amount and will accrue interest on the Class Notional Amount of the Class 1-AIO Certificates.

(2)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.080% (the “1-A1 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A1 Certificates will be LIBOR plus 0.160%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-A1 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-A1 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(3)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.170% (the “1-A2 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A2 Certificates will be LIBOR plus 0.340%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-A2 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-A2 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(4)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.250% (the “1-A3 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A3 Certificates will be LIBOR plus 0.500%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-A3 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-A3 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(5)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A4A Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.170% (the “1-A4A Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A4A Certificates will be LIBOR plus 0.340%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-A4A Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-A4A Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(6)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A4B Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.200% (the “1-A4B Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A4B Certificates will be LIBOR plus 0.400%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-A4B Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-A4B Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(7)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.270% (the “1-A5 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A5 Certificates will be LIBOR plus 0.540%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-A5 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-A5 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(8)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.300% (the “1-M1 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M1 Certificates will be LIBOR plus 0.450%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M1 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M1 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(9)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.320% (the “1-M2 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M2 Certificates will be LIBOR plus 0.480%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M2 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M2 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(10)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.340% (the “1-M3 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M3 Certificates will be LIBOR plus 0.510%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M3 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M3 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(11)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.400% (the “1-M4 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M4 Certificates will be LIBOR plus 0.600%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M4 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M4 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(12)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.420% (the “1-M5 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M5 Certificates will be LIBOR plus 0.630%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M5 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M5 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(13)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M6 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.500% (the “1-M6 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M6 Certificates will be LIBOR plus 0.750%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M6 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M6 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(14)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M7 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.150% (the “1-M7 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M7 Certificates will be LIBOR plus 1.725%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M7 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M7 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(15)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M8 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.900% (the “1-M8 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M8 Certificates will be LIBOR plus 2.850%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M8 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M8 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(16)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-M9 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.900% (the “1-M9 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 1 and related property are not purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-M9 Certificates will be LIBOR plus 2.850%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 1 Net Funds Cap. For any Distribution Date on which the Certificate Interest Rate for the Cass 1-M9 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have been payable on such Certificates if the REMIC 1 Net Funds Cap were substituted for the Pool 1 Net Funds Cap over the amount actually payable thereon shall be treated as having been paid to the owners of the Class 1-M9 Certificates and then deposited by such owners into the Supplemental Interest Trust pursuant to Section 10.01(n) hereof.

(17)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-1-1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.120% (the “WF-1-1 Margin”) and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-1-1 Certificates will be LIBOR plus 0.240%.

(18)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-1-2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.140% (the “WF-1-2 Margin”) and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-1-2 Certificates will be LIBOR plus 0.280%.

(19)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-2 Certificates is the per annum rate equal to the lesser of (i) 5.510% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-1-2 Certificates will be 6.010%.

(20)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-3-1 Certificates is the per annum rate equal to the lesser of (i) 5.440% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-3-1 Certificates will be 5.940%.

(21)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-3-2 Certificates is the per annum rate equal to the lesser of (i) 5.550% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-3-2 Certificates will be 6.050%.

(22)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-3-3 Certificates is the per annum rate equal to the lesser of (i) 5.850% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-3-3 Certificates will be 6.350%.

(23)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-4-1 Certificates is the per annum rate equal to the lesser of (i) 5.730% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-4-1 Certificates will be 6.230%.

(24)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-4-2 Certificates is the per annum rate equal to the lesser of (i) 5.790% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-4-2 Certificates will be 6.290%.

(25)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-5 Certificates is the per annum rate equal to the lesser of (i) 5.950% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-5 Certificates will be 6.450%.

(26)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-6-1 Certificates is the per annum rate equal to the lesser of (i) 5.520% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-6-1 Certificates will be 6.020%.

(27)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-6-2 Certificates is the per annum rate equal to the lesser of (i) 5.580% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans in Pool 2 and related property are not purchased pursuant to Section 7.01(b) on the Pool 2 Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class WF-6-2 Certificates will be 6.080%.

(28)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M1 Certificates is the per annum rate equal to the lesser of (i) 6.090% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(29)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M2 Certificates is the per annum rate equal to the lesser of (i) 6.140% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(30)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M3 Certificates is the per annum rate equal to the lesser of (i) 6.190% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(31)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M4 Certificates is the per annum rate equal to the lesser of (i) 6.240% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(32)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M5 Certificates is the per annum rate equal to the lesser of (i) 6.290% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(33)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M6 Certificates is the per annum rate equal to the lesser of (i) 6.340% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(34)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M7 Certificates is the per annum rate equal to the lesser of (i) 6.750% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(35)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M8 Certificates is the per annum rate equal to the lesser of (i) 6.750% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(36)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M9 Certificates is the per annum rate equal to the lesser of (i) 6.750% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(37)	The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class WF-M10 Certificates is the per annum rate equal to the lesser of (i) 6.750% and (ii) the Pool 2 Net Funds Cap for such Distribution Date.

(38)

The Class 1-P Certificates will not bear interest at a stated rate. The Class 1-P Certificates shall have a Class 1-P Principal Amount equal to $100 and shall be entitled to receive all Prepayment Premiums paid with respect to the Mortgage Loans in Pool 1 for which the Seller has retained the servicing rights as provided in Section 5.02(f)(viii).

(39)

The Class 2-P Certificates will not bear interest at a stated rate. The Class 2-P Certificates shall have a Class 2-P Principal Amount equal to $100 and shall be entitled to receive all Prepayment Premiums paid with respect to the Mortgage Loans in Pool 2 for which the Seller has retained the servicing rights as provided in Section 5.02(g)(viii).

(40)

The Class 1-X Certificates shall have an initial principal balance of $5,343,932.96 (initial overcollateralization of $5,344,032.96 minus $100.00 allocated to the Class 1-P Certificates to create the $100 Class 1-P Principal Amount), but shall not accrue interest on that balance. In addition to the right to receive ultimately the initial principal balance, which right represents a regular interest Upper-Tier REMIC 1, the Class 1-X Certificate shall also comprise a notional component, which represents a regular interest in the Upper Tier REMIC 1. Such component has a notional balance that will at all times equal the aggregate of the principal balances of the regular interests in Middle-Tier REMIC 1, and, for each Distribution Date (and the related Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) the difference between (a) the weighted average of the interest rates on the regular interests in Middle-Tier REMIC 1 (other than any interest-only Interest) over (ii) the Adjusted Middle-Tier 1 WAC.

(41)

The Class 2-X Certificates shall have an initial principal balance of $2,600,716 (initial overcollateralization of $2,600,816 minus $100.00 allocated to the Class 2-P Certificates to create the $100 Class 2-P Principal Amount), but shall not accrue interest on that balance. In addition to the right to receive ultimately the initial principal balance, which right represents a regular interest Upper-Tier REMIC 2, the Class 2-X Certificate shall also comprise a notional component, which represents a regular interest in the Upper Tier REMIC 2. Such component has a notional balance that will at all times equal the aggregate of the principal balances of the regular interests in Lower-Tier REMIC 2, and, for each Distribution Date (and the related Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) the difference between (a) the weighted average of the interest rates on the regular interests in Lower-Tier REMIC 2 over (ii) the Adjusted Lower-Tier 2 WAC.

(42)	For purposes of the REMIC Provisions, the Class C-X Certificate shall represent beneficial ownership of the Group 1 Cap Agreement.

(43)

The Class S-X Certificates shall represent an interest-only regular interest in Upper-Tier REMIC I, which shall be entitled to receive all distributions in respect of the Class MT1-IO Interest in Middle-Tier REMIC 1 (the “Class I” interest). In addition, for purposes of the REMIC Provisions, the Class S-X Certificate shall represent beneficial ownership of the Supplemental Interest Trust Account, including the Swap Agreement.

(44)	The Class R-1 Certificate will be issued without a Certificate Principal Amount and will not bear interest at a stated rate. The Class R-1 Certificate represents ownership of the residual interest in Upper-Tier REMIC 1, as well as ownership of the LT1-R Interest and the MT1-R Interest.

(45)	The Class R-2 Certificate will be issued without a Certificate Principal Amount and will not bear interest at a stated rate. The Class R-2 Certificate represents ownership of the residual interest in Upper-Tier REMIC 2, as well as ownership of the LT2-R Interest.

(46)

The Class LT-R-1 Certificate will be issued without a Class Principal Amount and will not bear interest at a stated rate. The Class LT-R-1 Certificate represents ownership of the residual interest in Pooling REMIC 1. The Class LT-R-1 Certificate will be issued as a single Certificate evidencing the entire Percentage Interest in such Class.

(47)

The Class LT-R-2 Certificate will be issued without a Class Principal Amount and will not bear interest at a stated rate. The Class LT-R-2 Certificate represents ownership of the residual interest in Pooling REMIC 2. The Class LT-R-2 Certificate will be issued as a single Certificate evidencing the entire Percentage Interest in such Class.

(48)	The Class C Certificates will be issued without a Certificate Principal Amount and will not bear interest at a stated rate. The Class C Certificates shall be entitled to receive the Class C Distributable Amount.

(49)

The Class 1-X, Class 2-X, Class C-X, Class S-X, Class 1-P and Class 2-P Certificates will each be issued in minimum Percentage Interests of 10.00%. The Class C, Class LT-R-1, Class LT-R-2, Class R-1 and Class R-2 Certificate will each be issued as a single Certificate evidencing the entire Percentage Interest in each such Class.

As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $1,315,770,849.

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

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

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

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

1-A2 Margin: As defined in footnote (3) of the Preliminary Statement under the caption “The Certificates.”

1-A3 Margin: As defined in footnote (4) of the Preliminary Statement under the caption “The Certificates.”

1-A4A Margin: As defined in footnote (5) of the Preliminary Statement under the caption “The Certificates.”

1-A4B Margin: As defined in footnote (6) of the Preliminary Statement under the caption “The Certificates.”

1-A5 Margin: As defined in footnote (7) of the Preliminary Statement under the caption “The Certificates.”

1-M1 Margin: As defined in footnote (8) of the Preliminary Statement under the caption “The Certificates.”

1-M1 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Group 1 Senior Certificates, after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M1 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M1 Target Amount.

1-M1 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 87.40% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

1-M2 Margin: As defined in footnote (9) of the Preliminary Statement under the caption “The Certificates.”

1-M2 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Group 1 Senior Certificates and the Class 1-M1 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M2 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M2 Target Amount.

1-M2 Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 90.00% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance for Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

1-M3 Margin: As defined in footnote (10) of the Preliminary Statement under the caption “The Certificates.”

1-M3 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of the aggregate Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1 Certificates and Class 1-M2 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M3 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M3 Target Amount.

1-M3 Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 91.60% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

1-M4 Margin: As defined in footnote (11) of the Preliminary Statement under the caption “The Certificates.”

1-M4 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of the aggregate Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1 Certificates, Class 1-M2 Certificates and Class 1-M3 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M4 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M4 Target Amount.

1-M4 Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 92.60% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

1-M5 Margin: As defined in footnote (12) of the Preliminary Statement under the caption “The Certificates.”

1-M5 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of the aggregate Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1 Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates and Class 1-M4 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M5 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M5 Target Amount.

1-M5 Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 93.60% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

1-M6 Margin: As defined in footnote (13) of the Preliminary Statement under the caption “The Certificates.”

1-M6 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of the aggregate Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1 Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4 Certificates and Class 1-M5 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M6 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M6 Target Amount.

1-M6 Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 94.60% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

1-M7 Margin: As defined in footnote (14) of the Preliminary Statement under the caption “The Certificates.”

1-M7 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of the aggregate Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1 Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4 Certificates, Class 1-M5 Certificates and Class 1-M6 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M7 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M7 Target Amount.

1-M7 Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 96.00% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

1-M8 Margin: As defined in footnote (15) of the Preliminary Statement under the caption “The Certificates.”

1-M8 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of the aggregate Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1 Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4 Certificates, Class 1-M5 Certificates, Class 1-M6 Certificates and Class 1-M7 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M8 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M8 Target Amount.

1-M8 Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 97.00% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

1-M9 Margin: As defined in footnote (16) of the Preliminary Statement under the caption “The Certificates.”

1-M9 Principal Distribution Amount: With respect to any Distribution Date on or after the Pool 1 Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of the aggregate Class Principal Amount of the Group 1 Senior Certificates, Class 1-M1 Certificates, Class 1-M2 Certificates, Class 1-M3 Certificates, Class 1-M4 Certificates, Class 1-M5 Certificates, Class 1-M6 Certificates, Class 1-M7 Certificates and Class 1-M8 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class 1-M9 Certificates immediately prior to such Distribution Date exceeds (y) the 1-M9 Target Amount.

1-M9 Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 98.50% and (ii) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Pool 1 Overcollateralization Floor.

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

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

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

Accrual Period: With respect to any Distribution Date and the Group 1 Certificates, the Class WF-1-1 and Class WF-1-2 Certificates, the period beginning on the immediately preceding Distribution Date (or on October 25, 2006 in the case of the first Accrual Period in the case of the Group 1 Certificates, and October 31, 2006 in the case of the first Accrual Period in the case of the Class WF-1-1 and Class WF-1-2 Certificates) and ending on the day immediately preceding the related Distribution Date. With respect to any Distribution Date and the Class 1-AIO Certificates, Group 2 Certificates (other than the Class WF-1-1 and Class WF-1-2 Certificates), Class 1-X Certificates and Class 2-X Certificates and each Lower-Tier Interest, the calendar month preceding the month of such Distribution Date. The Class C-X and Class S-X Certificates will not be entitled to payments of interest.

Act: As defined in Section 3.03(c).

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

Additional Termination Event: As defined in the Swap Agreement.

Adjustable Rate Mortgage Loans: Mortgage Loans included in Pool 1 for which the related mortgage note provides for adjustment of the applicable Mortgage Rate.

Adjusted Lower-Tier 2 WAC: For any Distribution Date (and the related Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for each regular interest in Lower-Tier REMIC 2 (other than any interest-only regular interest), weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period and computed by subjecting the rate on the Class LT2-Q Interest to a cap of 0.00% and by subjecting the rate on each remaining regular interest to a cap that corresponds to the Certificate Interest Rate for the Corresponding Class of Certificates, provided, however, that for each Class of Certificates for which interest is accrued on the basis of a 360-day year and the actual number of days in the related Accrual Period, the Certificate Interest Rate shall be multiplied by an amount equal to (a) the actual number of days in the Accrual Period, divided by (b) 30.

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

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

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

Affected Party: As defined in the Swap Agreement.

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

Aggregate Certificate Insurance Premium: As to any Distribution Date, the sum of (a) the Certificate Insurance Premium for such Distribution Date and (b) the amount of any Certificate Insurance Premium that was not distributed to the Certificate Insurer on any prior Distribution Date.

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

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

Applied Loss Amounts: A Pool 1 Applied Loss Amount or Pool 2 Applied Loss Amount, as applicable.

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

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

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

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

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

Available Basis Risk Amount: For any Distribution Date and the Group 1 Certificates, the lesser of:

(i) the product of:

(a)

the excess, if any of (1) the weighted average of the Interest Rates on the Group 1 Certificates computed without regard to the Pool 1 Net Funds Cap, weighted based on the relative Class Principal Amounts for each class of Group 1 Certificates, over (2) the Pool 1 Net Funds Cap; and

(b)

the Scheduled Notional Amount for such Distribution Date, and

(c)

a fraction, the numerator of which is the actual number of days in the Accrual Period and the denominator of which is 360, and

(ii) the amount on deposit in the Supplemental Interest Trust after all required distributions have been made on such Distribution Date pursuant to Sections 5.02(h)(i) through (iv).

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

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

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

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

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

Basis Risk Shortfall: With respect to any Distribution Date and any Class of Offered Certificates (other than the 1-AIO Certificates), the amount by which the amount of interest calculated at the Certificate Interest Rate applicable to such Class for such date, determined without regard to the applicable Net Funds Cap for such date, exceeds the amount of interest calculated at the applicable Net Funds Cap.

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

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

Bulk PMI Policy: Any of the (A)(i) the MGIC Mortgage Guaranty Select Master Policy for Multiple Loan Transactions No. 05-02-04-4681 and the MGIC Letter Agreement dated October 31, 2006 and (ii) Commitment Certificates covering $110,237,717.20 aggregate principal balance of insurable Mortgage Loans and (B) PMI Mortgage Master Policy No. 00000-0000-0, Bulk No. 2006-0908, subject to the terms and conditions of PMI Mortgage’s Bulk Primary First Lien Master Policy UW 2510.00 (09/00) and the PMI Letter Agreement dated October 31, 2006, covering $84,816,036.00 aggregate principal balance of insurable Mortgage Loans.

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

Cap Counterparty: In the case of the Group 1 Cap Agreement, Xxxxxx Brothers Special Financing Inc.

Carryforward Interest: With respect to any Distribution Date and any Class of Certificates (other than the Class C, Class 1-X, Class 2-X, Class C-X, Class S-X, Class 1-P, Class 2-P, Class R-1, Class R-2, Class LT-R-1 and Class LT-R-2 Certificates), the sum of (i) the amount, if any, by which (x) the sum of (A) Current Interest for such Class for the immediately preceding Distribution Date and (B) any unpaid Carryforward Interest for such Class from previous Distribution Dates exceeds (y) the amount distributed in respect of interest on such Class on such immediately preceding Distribution Date, and (ii) interest on such amount for the related Accrual Period at the applicable Certificate Interest Rate.

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

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

Certificate Insurance Policy: The certificate guaranty insurance policy to be issued by the Certificate Insurer including any endorsements thereto, with respect to Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates.

Certificate Insurance Premium: With respect to any Distribution Date and with respect to the Certificate Insurance Policy, an amount equal to 1/12th the product of (a) the Class Principal Amount of each of the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates as of such Distribution Date (prior to giving effect to any distribution thereon on such Distribution Date) and (b) the applicable Premium Percentage.

Certificate Insurer: MBIA Insurance Corporation, or any successors in interest thereto, as issuer of the Certificate Insurance Policy.

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

(a)

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

(b)

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

(c)

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

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

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

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

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

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

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

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

Class 1-P Certificate: An interest in Upper-Tier REMIC 1, as described in footnote (38) to the table entitled “The Certificates” in the Preliminary Statement, which interest shall be evidenced by the rights of the holders of the Class 1-P Certificates to receive Prepayment Premiums with respect to Pool 1 Mortgage Loans.

Class 1-P Principal Amount: As of the Closing Date, $100.00.

Class 1-X Distributable Amount: On any Distribution Date, the amount of interest that has accrued on the notional balance of the Class 1-X Certificates (as described in the Preliminary Statement in footnote (40) under the caption “The Certificates,” but that has not been distributed prior to such date. In addition, such amount shall include the Class 1-X Principal Amount to the extent such amount has not been distributed on an earlier Distribution Date as part of the Pool 1 Overcollateralization Release Amount.

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

Class 1-X Principal Amount: As of the Closing Date, $5,343,932.96.

Class 2-P Certificate: An interest in Upper-Tier REMIC 2, as described in footnote (39) to the table entitled “The Certificates” in the Preliminary Statement, which interest shall be evidenced by the rights of the holders of the Class 2-P Certificates to receive Prepayment Premiums with respect to Pool 2 Mortgage Loans.

Class 2-P Principal Amount: As of the Closing Date, $100.00.

Class 2-X Distributable Amount: On any Distribution Date, the amount of interest that has accrued on the notional balance of the Class 2-X Certificates (as described in the Preliminary Statement in footnote (41) under the caption “The Certificates,” but that has not been distributed prior to such date. In addition, such amount shall include the Class 2-X Principal Amount to the extent such amount has not been distributed on an earlier Distribution Date as part of the Pool 2 Overcollateralization Release Amount.

Class 2-X Notional Balance: With respect to any Distribution Date (and the related Accrual Period) the aggregate of the Class Principal Amount of the interests in Lower-Tier REMIC 2, as described in the Preliminary Statement.

Class 2-X Principal Amount: As of the Closing Date, $2,600,716.

Class C Distributable Amount: For each Distribution Date (1) on and prior to the Class X Account Termination Date, an amount equal to the lesser of (a) aggregate investment earnings on the Class X Account for the related Collection Period and (b) the amount on deposit in the Class X Account on such Distribution Date, and (2) on the Class X Account Termination Date, an amount equal to the entire amount remaining on deposit in the Class X Account, after making the payments set forth in clause (1) hereto.

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

Class I Shortfalls: As defined in Section 10.01(l) hereof. For purposes of clarity, the Class I Shortfall for any Distribution Date shall equal the amount payable to the Swap Counterparty on such Distribution Date in excess of the amount payable on the Class I interest in the Upper Tier REMIC 1 on such Distribution Date, all as further provided in Section 10.01(l) hereof.

Class LT-R-1 Certificates: Each Class LT-R-1 Certificate execution by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the residual interest in Pooling REMIC 1.

Class LT-R-2 Certificates: Each Class LT-R-2 Certificate execution by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the residual interest in Pooling REMIC 2.

Class Notional Amount: For the Class 1-AIO Certificates and any Distribution Date, the Class Notional Amount of the Class 1-AIO Certificates will be equal to aggregate Scheduled Principal Balance of the Fixed Rate Mortgage Loans in Pool 1 as of the first day of the related Collection Period.

Class Principal Amount: With respect to each Class of Certificates other than the Class 1-AIO, Class C, Class 1-P, Class 2-P, Class R-1, Class R-2, Class LT-R-1, Class LT-R-2, Class 1-X, Class 2-X, Class C-X and Class S-X Certificates, the aggregate of the Certificate Principal Amounts (or related Percentage Interest therein aggregating to 100%) of all Certificates of such Class at the date of determination. With respect to the Class 1-P Certificates and Class 2-P Certificates, the Class 1-P Principal Amount and Class 2-P Principal Amount, respectively. With respect to the Class C, Class R-1, Class R-2, Class LT-R-1, Class LT-R-2, Class 1-X, Class 2-X, Class C-X and Class S-X Certificates, zero.

Class R-1 Certificate: The Class R-1 Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the sole class of residual interest in Upper-Tier REMIC 1 as well as ownership of the Class LT1-R Interest in Lower-Tier REMIC 1 and the Class MT1-R Interest in Middle-Tier REMIC 1.

Class R-2 Certificate: The Class R-2 Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the sole class of residual interest in Upper-Tier REMIC 2 as well as ownership of the Class LT2-R Interest in Lower-Tier REMIC 2.

Class WF-6 Percentage: For any Distribution Date will be equal to the lesser of (i) 100% and (ii) the percentage obtained by dividing (x) the aggregate Class Principal Amounts of the Class WF-6-1 and Class WF-6-2 Certificates immediately prior to such date by (y) the aggregate Class Principal Amount of the Group 2 Senior Certificates immediately prior to such date.

Class WF-6 Priority Amount: For any Distribution Date an amount equal to the least of (i) the aggregate Class Principal Amounts of the Class WF-6-1 and Class WF-6-2 Certificates immediately prior to such Distribution Date, (ii) the product of (x) the Pool 2 Senior Principal Distribution Amount and (y) the Class WF-6 Percentage and (z) the Class WF-6 Shift Percentage and (iii) the Pool 2 Senior Principal Distribution Amount; provided, however, that if prior to such Distribution Date the aggregate Class Principal Amount of the Group 2 Senior Certificates (other than the Class WF-6-1 and Class WF-6-2 Certificates) has been reduced to zero, the Class WF-6 Priority Amount will equal 100% of the Pool 2 Senior Principal Distribution Amount.

Class WF-6 Shift Percentage: For any Distribution Date occurring prior to the 37th Distribution Date (i.e., November 2009) will be 0%; for the 37th through 60th Distribution Dates, 45%; for the 61st through 72nd Distribution Dates, 80%; for the 73rd through 84th Distribution Dates, 100%; and thereafter, 300%.

Class X Account: An account established as part of the Trust Fund pursuant to Section 5.11 of this Agreement but which is not an asset of any of the REMICs for the benefit of the Class 1-X, Class 2-X and Class C Certificates.

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

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.

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

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

Closing Date: October 31, 2006.

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

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

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

Commission: The United States Securities and Exchange Commission.

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

Component: Not applicable.

Component Interest Rate: Not applicable.

Component Principal Amount: Not applicable.

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

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

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

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

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

Cooperative Shares: Shares issued by a Cooperative Corporation.

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

Corporate Trust Office: The principal corporate trust office of the Trustee (a) at which Certificates may be presented for transfer and exchange and for presentment and surrender for the final distributions thereon is located at Citibank, N.A., 000 Xxxx Xxxxxx, 00^xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: 15^th Floor Window and (b) for all other purposes, Citibank, N.A., 000 Xxxxxxxxx Xx

Document Metadata

Table of Contents

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and CITIBANK, N.A., as Trustee TRUST AGREEMENT Dated as of October 1, 2006 LEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-17