STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee TRUST AGREEMENT Dated as of June 1, 2007 LEHMAN MORTGAGE TRUST MORTGAGE PASS-THROUGH CERTIFICATES...

EXECUTION

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

AURORA LOAN SERVICES LLC, as Master Servicer,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

___________________________

TRUST AGREEMENT

Dated as of June 1, 2007

___________________________

XXXXXX MORTGAGE TRUST

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2007-6

TABLE OF CONTENTS

Page


ARTICLE I DEFINITIONS	6

Section 1.01. Definitions.	6
Section 1.02. Calculations Respecting Mortgage Loans.	44

ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES	45

Section 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.	45
Section 2.02. Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund.	49
Section 2.03. Representations and Warranties of the Depositor.	51
Section 2.04. Discovery of Breach.	53
Section 2.05. Repurchase, Purchase or Substitution of Mortgage Loans.	53
Section 2.06. Grant Clause.	55

ARTICLE III THE CERTIFICATES	56

Section 3.01. The Certificates.	56
Section 3.02. Registration.	57
Section 3.03. Transfer and Exchange of Certificates.	58
Section 3.04. Cancellation of Certificates.	64
Section 3.05. Replacement of Certificates.	64
Section 3.06. Persons Deemed Owners.	65
Section 3.07. Temporary Certificates.	65
Section 3.08. Appointment of Paying Agent.	65
Section 3.09. Book-Entry Certificates.	67
Section 3.10. Deposit of Underlying REMIC Certificates under the Exchange Trust Agreement.	68

ARTICLE IV ADMINISTRATION OF THE TRUST FUND	68

Section 4.01. Collection Account.	68
Section 4.02. Application of Funds in the Collection Account.	70
Section 4.03. Reports to Certificateholders.	73
Section 4.04. Certificate Account.	77

ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES	78

Section 5.01. Distributions Generally.	78
Section 5.02. Distributions from the Certificate Account.	79
Section 5.03. Allocation of Realized Losses.	84
Section 5.04. Advances by the Master Servicer and the Trustee.	85
Section 5.05. Compensating Interest Payments.	87
Section 5.06. Distributions from the Supplemental Prepayment Trust.	87
Section 5.07. Supplemental Interest Trust.	87
Section 5.08. The Reserve Funds.	88

ARTICLE VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT	89

Section 6.01. Duties of Trustee.	89
Section 6.02. Certain Matters Affecting the Trustee.	92
Section 6.03. Trustee Not Liable for Certificates.	93
Section 6.04. Trustee May Own Certificates.	94
Section 6.05. Eligibility Requirements for Trustee .	94
Section 6.06. Resignation and Removal of Trustee.	94
Section 6.07. Successor Trustee.	95
Section 6.08. Merger or Consolidation of Trustee.	96
Section 6.09. Appointment of Co-Trustee, Separate Trustee or Custodian.	96
Section 6.10. Authenticating Agents.	98
Section 6.11. Indemnification of Trustee.	99
Section 6.12. Fees and Expenses of Trustee and Custodian.	100
Section 6.13. Collection of Monies.	100
Section 6.14. Events of Default; Trustee To Act; Appointment of Successor.	100
Section 6.15. Additional Remedies of Trustee Upon Event of Default.	105
Section 6.16. Waiver of Defaults.	105
Section 6.17. Notification to Holders.	105
Section 6.18. Directions by Certificateholders and Duties of Trustee During Event of Default.	106
Section 6.19. Action Upon Certain Failures of the Master Servicer and Upon Event of Default.	106
Section 6.20. Preparation of Tax Returns and Other Reports.	106
Section 6.21. [Reserved]	114
Section 6.22. No Merger.	114
Section 6.23. Indemnification by the Trustee and Paying Agent.	114
Section 6.24. Compliance with Regulation AB.	114

ARTICLE VII PURCHASE AND TERMINATION OF THE TRUST FUND	115

Section 7.01. Termination of Trust Fund Upon Repurchase or Liquidation of All Mortgage Loans.	115
Section 7.02. Procedure Upon Termination of Trust Fund.	116
Section 7.03. Additional Requirements for any Trust Fund Termination Events or Purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests.	118
Section 7.04. Charged-off Loans and Released Mortgage Loans.	119

ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS	120

Section 8.01. Limitation on Rights of Holders.	120
Section 8.02. Access to List of Holders.	120
Section 8.03. Acts of Holders of Certificates.	121

ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER	122

Section 9.01. Duties of the Master Servicer.	122
Section 9.02. Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy.	122
Section 9.03. Master Servicer’s Financial Statements and Related Information.	123
Section 9.04. Power to Act; Procedures.	123
Section 9.05. Servicing Agreements Between the Master Servicer and Servicers; Enforcement of Servicers’ Obligations.	125
Section 9.06. Collection of Taxes, Assessments and Similar Items.	126
Section 9.07. Termination of Servicing Agreements; Successor Servicers.	127
Section 9.08. Master Servicer Liable for Enforcement.	128
Section 9.09. No Contractual Relationship Between Servicers and Trustee or Depositor.	128
Section 9.10. Assumption of Servicing Agreement by Trustee.	128
Section 9.11. “Due-on-Sale” Clauses; Assumption Agreements.	129
Section 9.12. Release of Mortgage Files.	129
Section 9.13. Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.	131
Section 9.14. Representations and Warranties of the Master Servicer.	132
Section 9.15. Closing Certificate and Opinion.	134
Section 9.16. Standard Hazard and Flood Insurance Policies.	134
Section 9.17. Presentment of Claims and Collection of Proceeds.	135
Section 9.18. Maintenance of the Primary Mortgage Insurance Policies.	135
Section 9.19. Trustee To Retain Possession of Certain Insurance Policies and Documents.	136
Section 9.20. Realization Upon Defaulted Mortgage Loans.	136
Section 9.21. Compensation to the Master Servicer.	137
Section 9.22. REO Property.	137
Section 9.23. Notices to the Depositor and the Trustee	138
Section 9.24. Reports to the Trustee.	138
Section 9.25. Assessment of Compliance and Attestation Reports.	139
Section 9.26. Annual Statement of Compliance with Applicable Servicing Criteria.	141
Section 9.27. Merger or Consolidation.	141
Section 9.28. Resignation of Master Servicer.	142
Section 9.29. Assignment or Delegation of Duties by the Master Servicer.	142
Section 9.30. Limitation on Liability of the Master Servicer and Others.	142
Section 9.31. Indemnification; Third-Party Claims.	143
Section 9.32. Special Servicing of Delinquent Mortgage Loans.	144

ARTICLE X REMIC ADMINISTRATION	144

Section 10.01. REMIC Administration.	144
Section 10.02. Prohibited Transactions and Activities.	147
Section 10.03. Indemnification with Respect to Certain Taxes and Loss of REMIC Status.	147

iii

Section 10.04. REO Property.	148

ARTICLE XI MISCELLANEOUS PROVISIONS	149

Section 11.01. Binding Nature of Agreement; Assignment.	149
Section 11.02. Entire Agreement.	149
Section 11.03. Amendment.	149
Section 11.04. Voting Rights.	151
Section 11.05. Provision of Information.	151
Section 11.06. Governing Law.	151
Section 11.07. Notices.	152
Section 11.08. Severability of Provisions.	152
Section 11.09. Indulgences; No Waivers.	152
Section 11.10. Headings Not To Affect Interpretation.	152
Section 11.11. Benefits of Agreement.	152
Section 11.12. Special Notices to the Rating Agencies.	152
Section 11.13. Counterparts.	153
Section 11.14. Transfer of Servicing.	153

Exhibits

Exhibit A	Forms of Certificates
Exhibit B-1	Form of Initial Certification
Exhibit B-2	Form of Interim Certification
Exhibit B-3	Form of Final Certification
Exhibit B-4	Form of Endorsement
Exhibit C	Request for Release of Documents and Receipt
Exhibit D-l	Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2	Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit E	List of Servicing Agreements
Exhibit F	Form of Rule 144A Transfer Certificate
Exhibit G	Form of Purchaser’s Letter for Institutional Accredited Investors
Exhibit H	Form of ERISA Transfer Affidavit
Exhibit I	Transaction Parties
Exhibit J	Cap Agreement
Exhibit K	Custodial Agreements
Exhibit L-1	Additional Form 10-D Disclosure
Exhibit L-2	Additional Form 10-K Disclosure
Exhibit L-3	Additional Form 8-K Disclosure
Exhibit L-4	Additional Disclosure Notification
Exhibit M	[Reserved]
Exhibit N-1	Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S Global Security pursuant to Section 3.03(h)(B)
Exhibit N-2	Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted Global Security pursuant to Section 3.03(h)(C)
Exhibit O	Senior Principal Priorities
Exhibit P	Form Certification to be Provided to Depositor and/or Master Servicer by the Trustee

Exhibit Q	Relevant Servicing Criteria to be Addressed in Report on Assessment of Compliance
Exhibit R	Form of Exchange Trust Agreement (including Available Combination Schedule)
Exhibit S	Class Table
Exhibit T	Applicable Fractions Table
Exhibit U	[Reserved]
Exhibit V	Monthly Electronic Data Transmission

Mortgage Loan Schedules

Schedule A	All Mortgage Loans
Schedule B	First Payment Default Mortgage Loans
Schedule C	Designated Mortgage Loans
Schedule D	AX Mortgage Loans
Schedule E	Mortgage Loans with Soft Prepayment Penalties
Schedule F	Mortgage Loans with Hard Prepayment Penalties

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

PRELIMINARY STATEMENT

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

As provided herein, the Trustee shall elect that the Trust Fund (excluding the Supplemental Interest Trust, the Supplemental Prepayment Trust, any Cap Agreement, any Basis Risk Reserve Fund and any EPD Premiums) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIA, REMIC IIB and REMIC III (the “Upper Tier REMIC”)). Each Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Class X, Class LT-R and Class R Certificates, the Class P Components of the Class 1-A9 and Class 1-A10 Certificates, and exclusive of the right to receive any FPD Premiums in the case of the Class 1-A5 Certificates) represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each remaining REMIC for purposes of the REMIC Provisions.

The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIB, other than the Class R-2B Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIB. REMIC IIB shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIA, other than the Class R-2A Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIA. REMIC IIA shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC IIA and REMIC IIB.

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

REMIC I:

REMIC I shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust on the Closing Date, each of which is hereby designated as a regular interest in REMIC I (the “REMIC I Regular Interests”). Each REMIC I 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 Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan.

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

On each Distribution Date, the Trustee shall distribute the principal portion of the Available Distribution Amount among the Lower Tier Interests in REMIC I in accordance with the amount of the principal attributable to the Mortgage Loan corresponding to each such Lower Tier Interests in REMIC I. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC I in the same manner that principal distributions are allocated.

On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC I all expenses of the Trust Fund for such Distribution Date.

REMIC IIA

REMIC IIA shall hold as assets the REMIC I Regular Interests. REMIC IIA shall issue the several classes of uncertificated REMIC IIA Interests set out below. Each such REMIC IIA Interest, other than the Class R-2A Interest, is hereby designated as a regular interest in REMIC IIA. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC IIA Interests:

REMIC IIA Class Designation	Interest Rate	Initial Class Principal Amount	Corresponding Class of Certificates
LTII-1-A1	6.00%	(6)	1-A1
LTII-1-A2	6.00%	(6)	1-A2
LTII-1-A3	6.00%	(6)	1-A3
LTII-1-A4	6.00%	(6)	1-A4, 1-A5, 1-A9, 1-A10
LTII-1-A6	6.00%	(6)	1-A6
LTII-1-A7	6.00%	(6)	1-A7
LTII-1-A8	6.00%	(6)	1-A8
LTII-2-A1	(1)	(6)	2-A1
LTII-2-A2	(1)	(6)	2-A2
LTII-AP	0.00%	(6)	AP
LTII-AX	(2)	(2)	AX
LTII-1-AR	(1)	(6)	R
LTII-1-GSA	(3)	(7)	N/A
LTII-1-Pool	(3)	(8)	N/A
LTII-2-GSA	(4)	(7)	N/A
LTII-2-Pool	(4)	(8)	N/A
R-2A	(5)	(5)	N/A

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these interests shall be the weighted average of the Net Mortgage Rates for Collateral Group 2.

(2)

The Class LTII-AX Interest does not have a principal balance and is entitled to receive on each Distribution Date a specified portion of the interest payable on the AX Mortgage Loans. Specifically, for each Accrual Period, the Class LTII-AX Interest is entitled to interest accruals on the AX Mortgage Loans at a per annum rate equal to the excess of (i) the weighted average of the Net Mortgage Rates of the AX Mortgage Loans over (ii) 6.00%.

(3)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for the LTII-1-Pool Interest and the LTII-1-GSA Interest will be a per annum rate equal to the Designated Rate for Collateral Group 1.

(4)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for the LTII-2-Pool Interest and the LTII-2-GSA Interest will be a per annum rate equal to the Designated Rate for Collateral Group 2.

(5)

The Class R-2A Interest does not have a principal balance and does not bear interest.

(6)

The initial principal amount for each of these REMIC IIA Lower Tier Interests shall be the Initial Class Principal Amount for its Corresponding Class of Certificates in the Upper Tier REMIC.

(7)

Each of these interests shall have an initial principal amount equal to 1% of the Group Subordinate Amount for the related Collateral Group as of the Cut-off Date.

(8)

Each of these interests shall have any initial principal amount equal to 99% of the Group Subordinate Amount for the related Collateral Group as of the Cut-off Date.

On each Distribution Date, the portion of the Available Distribution Amount distributable as interest shall be distributed as interest with respect to the REMIC IIA Interests based on the interest rates described above. On each Distribution Date, Net Prepayment Shortfalls and Excess Losses sustained with respect to any Collateral Group are to be allocated among the Classes of REMIC IIA Interests related to such Collateral Group based on the relative amounts of interest otherwise accrued for the related Accrual Period on each such REMIC IIA Interest.

On each Distribution Date, the portion of the Available Distribution Amount distributable as principal shall be distributed as principal on REMIC IIA Interests as follows:

(1)

First, to each of the Class LTII-AP Interest until the balance of such Interest equals that of the Class AP Certificate, respectively, immediately after the Distribution Date;

(2)

Second, from the remaining Available Distribution Amount for Collateral Group 1, to the Class LTII-1-GSA Interest until its principal balance equals one percent of the Group Subordinate Amount for Collateral Group 1 after such Distribution Date;

(3)

Third, from the remaining Available Distribution Amount for Collateral Group 2, to the Class LTII-2-GSA Interest until its principal balance equals one percent of the Group Subordinate Amount for Collateral Group 2 after such Distribution Date;

(4)

Fourth, to the Class LTII-1-GSA and Class LTII-2-GSA Interests, from the remaining Available Distribution Amount for Collateral Group 1 and Collateral Group 2, the minimum amount necessary to cause the ratio of the principal balance of each such REMIC IIA Interest to the principal balances of the other REMIC IIA Interest to equal the ratio of the Group Subordinate Amount related to such REMIC IIA Interest to the Group Subordinate Amount related to the other REMIC IIA Interest immediately after such Distribution Date;

(5)

Fifth, from the remaining Available Distribution Amount from each of the Collateral Groups, concurrently, as follows -

(a) To the Class LTII-1-Pool until the sum of (a) its principal balance and (b) the principal balance of the LTII-1-GSA, after taking into account distributions made pursuant to priorities (2) and (4) above, equals the Group Subordinate Amount for Collateral Group 1 immediately after such Distribution Date;

(b) To the Class LTII-2-Pool until the sum of (a) its principal balance and (b) the principal balance of the LTII-2-GSA, after taking into account distributions made pursuant to priorities (3) and (4) above, equals the Group Subordinate Amount for Collateral Group 2 immediately after such Distribution Date;

(6)

Finally, from the remaining Available Distribution Amount from each of the Collateral Groups to each REMIC IIA Interest for which there is a Corresponding Class of Certificates until the principal balance of such REMIC IIA Interest equals the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date.

For each Distribution Date, Realized Losses, other than Excess Losses, shall be allocated among the REMIC IIA Interests in the same manner that principal is allocated among the REMIC IIA Interests.

REMIC IIB

REMIC IIB shall hold as assets the REMIC IIA Regular Interests. REMIC IIB shall issue the several classes of uncertificated REMIC IIB Interests set out below. Each such REMIC IIB Interest, other than the Class R-2B Interest, is hereby designated as a regular interest in REMIC IIB. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC IIB Interests:

REMIC IIB Class Designation	Interest Rate	Initial Class Principal or Notional Amount	Corresponding Class of Certificates
LTIII-1-A1	(1)	(3)	1-A1
LTIII-1-A2	(1)	(3)	1-A2
LTIII-1-A3	(1)	(3)	1-A3
LTIII-1-A4	(1)	(3)	1-A4
LTIII-1-A5	(2)	(2)	1-A5
LTIII-1-A6	(1)	(3)	1-A6
LTIII-1-A7	(1)	(3)	1-A7
LTIII-1-A8	(1)	(3)	1-A8
LTIII-1-A9	(2)	(2)	1-A9
LTIII-1-A10	(2)	(2)	1-A10
LTIII-2-A1	(1)	(3)	2-A1
LTIII-2-A2	(1)	(3)	2-A2
LTIII-AP	(1)	(3)	AP
LTIII-AX	(2)	(2)	AX
LTIII-1-AR	(1)	(3)	R
LTIII-B1	(4)	(3)	B1
LTIII-B2	(4)	(3)	B2
LTIII-B3	(4)	(3)	B3
LTIII-B4	(4)	(3)	B4
LTIII-B5	(4)	(3)	B5
LTIII-B6	(4)	(3)	B6
R-2B	(5)	(5)	N/A

(1)	The interest rate for each of these REMIC IIB Lower Tier Interests shall be the Certificate Interest Rate for its Corresponding Class of Certificates in the Upper Tier REMIC.

(2)	Each of these REMIC IIB Lower Tier Interests is an interest-only interest and does not have a principal balance. Each of these REMIC IIB Lower Tier Interests shall accrue interest on the notional balance of its Corresponding Class of Certificates in the Upper Tier REMIC.

(3)	The initial principal amount for each of these REMIC IIB Lower Tier Interests shall be the Initial Class Principal Amount for its Corresponding Class of Certificates in the Upper Tier REMIC.

(4)	The interest rate for each of these REMIC IIB Lower Tier Interests shall be the weighted average rate of the Designated Rate for Collateral Groups 1 and 2, weighted on the basis of Group Subordinate Amount.

(5)	The Class R-2B Interest does not have a principal balance and does not bear interest.

On each Distribution Date, the portion of the Available Distribution Amount distributable as interest shall be distributed as interest with respect to the REMIC IIB Interests based on the interest rates described above.

On each Distribution Date, the remaining portion of the Available Distribution Amount from each of the Collateral Groups distributable as principal shall be distributed as principal to each REMIC IIB Interest for which there is a Corresponding Class of Certificates (other than any interest-only Interests) until the principal balance of such REMIC IIB Interest equals the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date.

REMIC III

Each Class of Certificates constituting an interest in the Trust Fund created hereunder (other than the Class P Components, Class X, Class LT-R and Class R Certificates) is hereby designated (along with each Underlying REMIC Certificate) as one or more regular interests in REMIC III. The Class Table specifies the Class designation, Certificate Interest Rate, initial Class Principal (or Notional) Amount and minimum denomination for (1) each class of Certificates and (2) for convenience, each Class of Exchange and Exchangeable Certificates issued under the Exchange Trust Agreement.

Each Class of Underlying REMIC Certificates shall be issued hereunder in uncertificated form to the Exchange Trustee, and held in trust pursuant to the terms of the Exchange Trust Agreement. Classes of Certificates having identical characteristics and sharing the same Class designation shall also be issued under the Exchange Trust Agreement.

The Class R Certificate represents ownership of the residual interest in each of REMIC IIA, REMIC IIB and REMIC III and will be issued in a single Certificate representing a 100% Percentage Interest in such Class.

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

As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $301,488,154.75.

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

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

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

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

Accepted Servicing Practices: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage servicing practices of prudent mortgage servicing institutions that service or master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee (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 Amount: None.

Accrual Certificate: None.

Accrual Component: None.

Accrual Period: With respect to any Distribution Date and any Class of Certificates or Components (other than any LIBOR Certificates) or Class of Lower Tier Interests, the calendar month immediately preceding the month in which such Distribution Date occurs. With respect to any Distribution Date and a Class of LIBOR Certificates, the period beginning on the Distribution Date in the calendar month preceding the month in which such Distribution Date occurs (or on June 25, 2007, in the case of the first Accrual Period) and ending on the day immediately preceding such Distribution Date.

Accrued Certificate Interest: As to any interest bearing Class of Certificates or Components and any interest bearing component and any Distribution Date, the product of (i) the Certificate Interest Rate for such Class of Certificates divided by 12 and (ii) the Class Principal Amount (or Class Notional Amount or Component Notional Amount) of such Class of Certificates or Component as of the last day of the related Accrual Period, as reduced by such Class’s or Component’s share of (a) the interest portion of any Excess Losses for the related Collateral Group for such Distribution Date and (b) the interest portion of any Relief Act Reduction for the related Collateral Group for such Distribution Date, in each case, allocable among the interest-bearing Senior Certificates (and any Class I Components) and the Subordinate Certificates pro rata based (x) in the case of such Senior Certificates and any such Components, on the Accrued Certificate Interest otherwise distributable thereto and (y) in the case of the Subordinate Certificates, on their respective Apportioned Principal Balances.

Interest shall accrue on the basis of a 360-day year comprising twelve 30-day months.

Act: As defined in Section 8.03(a).

Additional Collateral: None.

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

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

Additional Interest Amount: With respect to the Class B2 Certificates and each Distribution Date, the product of (1) the Subordinate Allocation Percentage for such Retired Subordinate Class and (2) 0.60915% per annum of the Class Principal Amount of the Class B1 Certificates on such date. With respect to the Class B3 Certificates and each Distribution Date, the product of (1) the Subordinate Allocation Percentage for such Retired Subordinate Class and (2) 0.60915% per annum of the Class Principal Amount of the Class B1 Certificates on such date. Calculations of Additional Interest Amounts shall be made on the basis of a 360-day year consisting of twelve 30-day months.

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

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

Adverse REMIC Event: As defined in Section 10.01(f).

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

Aggregate Subordinate Percentage: With respect to any Distribution Date, the sum of the Class Principal Amounts of the Subordinate Certificates immediately prior to such date divided by the Aggregate Principal Balances of the Mortgage Loans for the immediately preceding Distribution Date.

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

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

AP Deferred Amount: With respect to any Distribution Date through the Credit Support Depletion Date, the total of all amounts so allocable to the Class AP Certificates on that date in respect of Realized Losses (other than Excess Losses) in Collateral Group P and all amounts previously allocated in respect of Realized Losses to the Class AP Certificates and not distributed on prior Distribution Dates.

AP Principal Distribution Amount: For any Distribution Date and Collateral Group P, the sum of the following amounts:

(i) the related Applicable Fraction of the principal portion of each Scheduled Payment (without giving effect to any Debt Service Reduction occurring prior to the Bankruptcy Coverage Termination Date) on each Mortgage Loan in such Collateral Group due during the related Due Period;

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

(iii) with respect to unscheduled recoveries allocable to principal of any Mortgage Loan in the such Collateral Group that was finally liquidated during the related Prepayment Period, the related Applicable Fraction of the related net Liquidation Proceeds allocable to principal; and

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

Applicable Fractions: For each Mortgage Loan and the related Collateral Group, such fractions as are set forth in the Applicable Fraction table attached hereto as Exhibit T; provided, however, notwithstanding any provision herein to the contrary, each Mortgage Loan that is modified to reduce its Interest Rate shall be deemed to have the same Applicable Fraction as was based on the original interest rate of such Mortgage Loan.

Apportioned Principal Balance: As to any Class of Subordinate Certificates and any Distribution Date, the Class Principal Amount of such Class immediately prior to such Distribution Date multiplied by a fraction, the numerator of which is the applicable Group Subordinate Amount for such date and the denominator of which is the sum of the Group Subordinate Amounts for all Collateral Groups.

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 Agreement: The agreement between LBB and the Seller dated as of June 1, 2007, pursuant to which LBB conveyed the Mortgage Loans to the Seller.

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

Aurora: Aurora Loan Services LLC or its 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, as specified in the definition thereof, on behalf of the Depositor.

Available Distribution Amount: As to each Collateral Group on any Distribution Date, the sum of the Applicable Fractions for each Mortgage Loan contributing to such Collateral Group of the principal portion of the following amounts with the interest portion thereof (adjusted to the related Designated Rate, where applicable):

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

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

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

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

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

(E) all fees and amounts due, other than any Prepayment Penalty Amounts (as applicable), and reimbursable from funds of the Trust Fund to the Master Servicer, the Trustee, a Custodian or any Servicer pursuant to the terms of this Agreement, a Custodial Agreement or the applicable Servicing Agreement; and

(F) such portion of each payment in respect of interest representing Retained Interest, if any; and

(ii) any other payment made by the Master Servicer, the Trustee (as successor Master Servicer), any Servicer, the Seller, the Depositor, or any other Person with respect to such Distribution Date (including the Purchase Price with respect to any Mortgage Loan purchased by the Seller, the Depositor or any other Person and any related Substitution Amount) pursuant to this Agreement, a Custodial Agreement or a Servicing Agreement.

Average Rate: With respect to each Distribution Date and each Class of Subordinate Certificates, a per annum rate equal to the weighted average of the Designated Rate applicable to Collateral Group 1, and the weighted average of the Net Mortgage Rates for Collateral Group 2, expressed as a percentage and weighted on the basis of the Group Subordinate Amount for each such Collateral Group.

AX Mortgage Loans: The Mortgage Loans in Pool 1 with Net Mortgage Rates greater than 6.00%.

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

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

Bankruptcy Coverage Termination Date: The Distribution Date on which the Bankruptcy Loss Limit has been reduced to zero (or less than zero).

Bankruptcy Loss Limit: As of the Cut-off Date, initially, $124,319, which amount shall be reduced from time to time by the amount of Bankruptcy Losses allocated to the related Certificates.

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

Basis Risk Reserve Fund: The Class 1-A4 Reserve Fund.

Basis Risk Shortfall: With respect to any Distribution Date and the Class 1-A4 Certificates, the excess, if any, of the amount of interest that each such Class of Certificates would have been entitled to receive if the Interest Rate for such Class was calculated without regard to the per annum maximum rate (6.00%) for such Class, over the actual amount of interest such Class is entitled to receive for such Distribution Date.

Blanket Mortgage: The mortgage or mortgages encumbering a Cooperative Property.

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

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

Cap Agreements: The Class 1-A4 Cap Agreement.

Cap Certificate: The Class 1-A4 Certificates.

Cap Counterparty: Xxxxxx Brothers Special Financing Inc., an affiliate of the Xxxxxx Brothers Holdings Inc., the Master Servicer, Aurora (as Servicer), the Depositor and Xxxxxx Brothers Inc.

Certificate: Any one of the certificates signed and countersigned by the Trustee in substantially one of 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 Interest Rate: With respect to each Class of Certificates (other than the Class of Principal-Only Certificates) and the Class I Components, the applicable per annum rate formula specified or determined as provided in the Class Table.

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) and with respect to Certificates other than Book-Entry Certificates, the Holder.

Certificate Principal Amount: With respect to any Certificate (other than a Notional Certificate or Class X Certificate), at the time of determination, the maximum specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate (1) less the amount of all principal distributions previously made with respect to such Certificate, all Realized Losses allocated to such Certificate, and, in the case of a Subordinate Certificate, any Subordinate Certificate Writedown Amount allocated to such Certificate and (2) as increased, in the case of any Accrual Certificate, by such Certificate’s Percentage Interest of any Accrual Amount allocated thereto; provided, however, that on any Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Class of Certificates then outstanding for which any Realized Loss or any Subordinate Certificate Writedown Amount has been applied will be increased, in order of seniority, by an amount (to be applied pro rata to all Certificates of such Class) equal to the lesser of (i) the amount the Class of Certificates has been reduced by any Realized Losses or any Subordinate Certificate Writedown Amount which have not been previously increased by any Subsequent Recovery and (ii) the total amount of any Subsequent Recovery distributed on such date to Certificateholders after application (for this purpose) to more senior Classes of Certificates. For purposes of Article V hereof, unless specifically provided to the contrary, Certificate Principal Amounts shall be determined as of the close of business of the immediately preceding Distribution Date, after giving effect to all distributions made on such date. Notional Certificates are issued without Certificate Principal Amounts.

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

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

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

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

Charged-off Loan: As of any date of determination, any Mortgage Loan other than a Covered Mortgage Loan that was delinquent in payment for a period of 180 days or more as of the last calendar day of the month immediately preceding the month in which such date of determination occurs, without giving effect to any grace period permitted by the related Mortgage Note; provided, however, that with respect to any such Mortgage Loan, (i) an equity analysis performed by the related Servicer supports charge-off over foreclosure, (ii) the related Mortgaged Property has not become REO Property, (iii) there are no active foreclosure or other loss mitigation activities and (iv) nothing has come to the attention of the related Servicer indicating that any such Mortgage Loan, at the time of its origination, violated any applicable federal, state or local law or regulation, including, without limitation, usury, truth-in-lending, consumer credit protection and privacy, equal credit opportunity, disclosure or predatory and abusive lending laws, applicable to the origination and servicing of such Mortgage Loan.

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

Class 1-A4 Cap Agreement: An interest rate cap agreement entered into on the Closing Date by the Trustee, not individually but solely in its capacity as Trustee of the Supplemental Interest Trust, with the Cap Counterparty, for the benefit of the Class 1-A4 and Class X Certificates. Such agreement is attached hereto as Exhibit J.

Class 1-A4 Interest Rate Cap Amount: For the Class 1-A4 Cap Agreement and any Distribution Date, the amount, if any, to be paid by the Cap Counterparty to the Trustee for the account of the Supplemental Interest Trust pursuant to the Class 1-A4 Cap Agreement.

Class 1-A4 Reserve Fund: A separate account established by the Trustee that is held in the Supplemental Interest Trust for the benefit of the Holders of the Class 1-A4 and Class X Certificates.

Class I Components: Any of the Class I Components of the Class 1-A9 or Class 1-A10 Certificates.

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

Class Notional Amount: For each Class of Interest-Only Certificates (or in the case of the Class 1-A9 or Class 1-A10, each Class I Component thereof), as follows:

· The Class Notional Amount of the Class AX Certificates for any Distribution Date will be equal to the product of (1) a fraction, the numerator of which is the weighted average of the Net Mortgage Rates of the AX Mortgage Loans minus 6.00% and the denominator of which is 6.00%, and (2) the Scheduled Principal Balance of the AX Mortgage Loans.

· The Class Notional Amount of the Class 1-A5 Certificates for any Distribution Date will be equal to 99.3423216047% of the Class Principal Amount of the Class 1-A4 Certificates immediately preceding such Distribution Date.

· The Class Notional Amount of the Class 1-A9 Certificates for any Distribution Date will be equal to 0.3288391976% of the Class Principal Amount of the Class 1-A4 Certificates immediately preceding such Distribution Date.

· The Class Notional Amount of the Class 1-A10 Certificates for any Distribution Date will be equal to 0.3288391976% of the Class Principal Amount of the Class 1-A4 Certificates immediately preceding such Distribution Date.

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

Class Principal Amount: With respect to each Class of Certificates other than any Class of Notional Certificates and Class X Certificates, the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination. With respect to each Class of Notional Certificates, zero. With respect to each Class of Lower Tier Interest and any date of determination, the initial Class Principal Amount, if any, as set forth in the Preliminary Statement as reduced by all distributions of principal and all losses previously allocated to such Class.

Class R-2A Interest: The sole residual interest in REMIC IIA.

Class R-2B Interest: The sole residual interest in REMIC IIB.

Class Table: The table, attached as Exhibit S hereto, setting forth the characteristics of each Class of Certificates (and the Exchange and Exchangeable Classes).

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

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

Clearstream: Clearstream Banking Luxembourg, and any successor thereto.

Closing Date: June 29, 2007.

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

Collateral Group: Any of Collateral Groups P, 1 or 2.

Collateral Group P: The group of Mortgage Loans in Pool 1 (or portions thereof) stripped to a rate of 0.00%.

Collateral Group 1: The group of Mortgage Loans in Pool 1 (or portions thereof) stripped to a rate of 6.00%.

Collateral Group 2: The Mortgage Loans in Pool 2.

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

Commission: U.S. Securities and Exchange Commission.

Combination Group: Any combination(s) of Exchange Certificates set forth on Appendix A to the Exchange Trust Agreement.

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

Component: The Class I Component, which shall be issued with a Certificate Interest Rate and Class Notional Amount

Component Interest Rate: None.

Component Notional Amount: None.

Component Principal Amount: None.

Control: The meaning specified in Section 8-106 of the UCC.

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

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

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

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

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

Cooperative Shares: Shares issued by a Cooperative Corporation.

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

Corporate Trust Office: With respect to the Trustee, the principal corporate trust office at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at (a) for purposes of presentment, exchange and surrender of the Certificates, 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000 Attention: Structured Finance Department, LMT 2007-6 and (b) for all other purposes, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Structured Finance Department, LMT 2007-6.

Corresponding Class: With respect to any class of REMIC IIA or REMIC IIB Interests, the Class of Certificates so designated in the Preliminary Statement hereto. With respect to any Class of Certificates, the class or classes of Lower Tier Interests so designated in the Preliminary Statement hereto.

Covered Mortgage Loan: Any mortgage loan that is covered by a Primary Mortgage Insurance Policy.

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

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

Credit Support Percentage: As to any Class of Subordinate Certificates and any Distribution Date, the sum of the Class Percentages of all related Classes of Certificates that rank lower in priority than such Class.

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

Custodian: Each custodian appointed by the Trustee pursuant to the Custodial Agreement, and any successor thereto. The initial custodians shall be U.S. Bank National Association, LaSalle Bank, National Association and Xxxxx Fargo Bank, N.A.

Cut-off Date: June 1, 2007.

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

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

Deceased Holder: Not applicable.

Deferred Interest: Not applicable.

Deficiency Amount: Not applicable.

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

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

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

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

Designated Agreement: The Sale and Servicing Agreement, dated as of June 1, 2007, between FNMA and LBH, in its capacity as servicer under that agreement.

Designated Mortgage Loan: Any mortgage loan separately securitized and listed on Schedule C hereto.

Designated Rate: With respect to Collateral Group 1, 6.00%. With respect to Collateral Group P, 0.00%.

Determination Date: With respect to each Distribution Date and any Servicer, as specified in the applicable Servicing Agreement.

Discount Mortgage Loans: With respect to Pool 1, any related Mortgage Loan with a Net Mortgage Rate of less than 6.00%.

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

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

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

Document Transfer Event: Not applicable.

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

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

Eligible Account: Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company acceptable to the Rating Agencies or (ii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Trustee or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, in a manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts may bear interest; provided, however, that if any account maintained pursuant to this Agreement no longer complies with this definition of Eligible Account, then such account shall promptly (and in any case within 30 calendar days) be transferred to an Eligible Account.

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

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

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

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

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

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

(vi) a Qualified GIC;

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

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

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

Employee Discount Rate: Not applicable.

Employee Mortgage Loan: None.

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

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

ERISA-Restricted Certificate: Any Class 1-A9, Class 1-A10, Class X, Class R, Class LT-R, Class B4, Class B5 or Class B6 Certificate or any Certificate with a rating below the lowest applicable rating permitted under the Underwriter’s Exemption.

ERISA-Restricted Trust Certificate: Any Class 1-A4 Certificate.

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

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

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

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

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

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

Exchange Class or Exchange Certificates: The Classes of Certificates identified as such, and issued under, the Exchange Trust Agreement.

Exchangeable Classes or Exchangeable Certificates: The Classes of Certificates identified as such, and issued under, the Exchange Trust Agreement.

Exchange Trust Agreement: The Exchange Trust Agreement dated as of June 1, 2007, entered into by and among the Depositor and the Trustee for the issuance of the Exchange and Exchangeable Certificates.

Exchange Trustee: U.S. Bank National Association, in its capacity as trustee under the Exchange Trust Agreement.

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

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

Financial Asset: The meaning specified in Section 8-102(a)(9) of the UCC.

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

Final Scheduled Distribution Date: With respect to all Collateral Groups, the Distribution Date in July 2037.

First Payment Default Mortgage Loan: Any Mortgage Loan (i) originated by LBB specified in Section 1.04(e) of the Mortgage Loan Sale and Assignment Agreement in respect of which the related Mortgagor does not make the first payment due to the Seller within the time frame required under such section or (ii) originated by LBB specified in Section 1.04(e) of the Mortgage Loan Sale Agreement in respect of which the related Mortgagor does not make the first or second payment due to the Seller within the time frame required under such section.

Fitch: Fitch Ratings or any successor in interest.

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

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

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

FPD Premium: With respect to any First Payment Default Mortgage Loan repurchased under Section 1.04(e) of the Mortgage Loan Sale and Assignment Agreement, the excess, if any of the FPD Purchase Price over the Purchase Price for such Mortgage Loan.

FPD Purchase Price: With respect to any First Payment Default Mortgage Loan, an amount equal to the sum of (a) the greater of (i) 100% of the unpaid principal balance of such Mortgage Loan and (ii) the price at which such Mortgage Loan was originally purchased by the Seller as set forth on Schedule B, and (b) accrued interest thereon at the applicable Mortgage Rate from the date as to interest was last paid to (but not including) the Due Date in the Collection Period immediately preceding the related Distribution Date.

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

Fraud Loss Limit: As of the Cut-off Date, initially, $3,014,882. The Fraud Loss Limit shall be reduced, from time to time, by the amount of Fraud Losses allocated to the related Certificates. In addition, on each anniversary of the Cut-off Date, the Fraud Loss Limit shall be reduced as follows: (a) on the first through third anniversaries of the Cut-off Date, to an amount equal to the lesser of (1) the Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and (2) 1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans, as of the most recent anniversary of the Cut-off Date, and (b) on the fourth and fifth anniversaries of the Cut-off Date, to an amount equal to the lesser of (1) the Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and (2) 0.50% of the aggregate Scheduled Principal Balance of the Mortgage Loans, as of the most recent anniversary of the Cut-off Date and thereafter, to zero.

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

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

Group 1 Percentage: For any Distribution Date and the Class 1-A1, Class 1-A2, Class 1-A3 and Class 1-A6 Certificates, the percentage obtained by dividing (x) the aggregate Class Principal Amount of the Class 1-A1, Class 1-A2, Class 1-A3 and Class 1-A6 Certificates immediately prior to such date, by (y) the aggregate Class Principal Amount of the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A6, Class 1-A7 and Class 1-A8 Certificates.

Group 1 Priority Amount: For any Distribution Date and the Class 1-A1, Class 1-A2, Class 1-A3 and Class 1-A6 Certificates, the lesser of (i) the sum of (x) the product of the Group 1 Percentage for such date, the Shift Percentage for such date and the Scheduled Principal Amount for Collateral Group 1 for such date and (y) the product of the Group 1 Percentage for such date, the Shift Percentage for such date and the Unscheduled Principal Amount for Collateral Group 1 for such date, and (ii) the sum of the Class Principal Amounts of such Classes of Certificates immediately prior to such date. Notwithstanding the foregoing, on and after the Credit Support Depletion Date, such Classes will each be entitled to its pro rata share of the Senior Principal Distribution Amount for Collateral Group 1.

Group Subordinate Amount: For any Collateral Group (other than Collateral Group P) and any Distribution Date, the excess of the Non-AP Pool Balance for the immediately preceding Distribution Date for that Collateral Group over the total Certificate Principal Amount of the related Non-AP Senior Certificates immediately prior to that Distribution Date.

Hard Prepayment Penalties: Any prepayment premiums related to the Designated Mortgage Loans that are subject to prepayment premium amounts in connection with any voluntary prepayments in full, and certain voluntary prepayments in part, regardless of whether such prepayments are made concurrently with the sale of the related mortgaged property and as identified in Exhibit C hereto.

Holder or Certificateholder: The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Master Servicer, any Servicer, the Cap Counterparty or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. The Trustee may request and conclusively rely on certifications by the Depositor, the Master Servicer and any Servicer in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer, the Cap Counterparty or any Servicer. After a Section 7.01(c) Purchase Event other than in Sections 5.02(a) through (h) and 11.03(a) and (b) herein, and, except in the case of the Class LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.09 and 5.07(c) and (f) herein, all references in this Agreement to “Holder” or “Certificateholder” shall be deemed to be references to the LTURI-holder, as recorded on the books of the Certificate Registrar, as holder of the Lower Tier REMIC 1 Uncertificated Regular Interests.

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

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

Individual Redemption Certificate: Not applicable.

Initial LIBOR Rate: 5.320%.

Initial Optional Termination Date: As defined in Section 7.01(b).

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

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

Interest Distribution Amount: Not applicable.

Interest Shortfall: With respect to any Class of Certificates (other than the Class AP and Class X Certificates) including any interest-bearing Component thereof and any Distribution Date, any Accrued Certificate Interest not distributed (or added to principal) with respect to any previous Distribution Date, other than due to any Net Prepayment Interest Shortfalls.

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

Latest Possible Maturity Date: With respect to all Collateral Groups, the Distribution Date in July 2040.

LBB: Xxxxxx Brothers Bank, FSB.

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

LIBOR: (a) With respect to the first Accrual Period, the Initial LIBOR Rate. With respect to each subsequent Accrual Period, a per annum rate determined on the LIBOR Determination Date in the following manner by the Trustee on the basis of the “Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”) for one-month United States dollar deposits, (1) as such rates appear on the Reuters screen “LIBOR01,” as of 11:00 a.m. (London time) on such LIBOR Determination Date or (2) if such rate does not appear on the Reuters screen “LIBOR01” as of 11:00 a.m. (London time), the Trustee will obtain such rate from the Bloomberg L.P. page “US0001M.”

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

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

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

LIBOR Certificate: Any Certificate (or Component) whose Certificate Interest Rate adjusts on the basis of LIBOR.

LIBOR Component: None.

LIBOR Determination Date: For any LIBOR Certificate, the second LIBOR Business Day immediately preceding the commencement of each Accrual Period other than the first Accrual Period.

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

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

Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan, including any amounts remaining in the related Escrow Account, together with an net proceeds received on a monthly basis with respect to any properties acquired on behalf of the Holders by foreclosure or deed in lieu of foreclosure.

Living Holder: Not applicable.

Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of determination, the ratio, expressed as a percentage, of (a) of the principal balance of such Mortgage Loan on such date, over (b) the Original Value thereof.

London Business Day: Any day on which banks are open for dealing in foreign currency and exchange in London, England and New York City.

Lower Tier Interest: Any one of the interests in a Lower Tier REMIC, as described in the Preliminary Statement.

Lower Tier REMIC: REMIC I, REMIC IIA or REMIC IIB, as described in the Preliminary Statement.

Lower Tier REMIC I Uncertificated Regular Interests: Lower Tier Interests of REMIC I constituting regular interests held in uncertificated form.

LTURI holder: The holder of Lower Tier REMIC I Uncertificated Regular Interests, which, upon the occurrence of a Section 7.01(c) Purchase Event, shall be the Master Servicer or its designee, and including any trustee in its capacity as trustee of any privately placed securitization.

Maintenance: With respect to any Cooperative Unit, the rent or fee paid by the Mortgagor to the Cooperative Corporation pursuant to the Proprietary Lease.

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

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

Master Servicing Fee Rate: 0.00% per annum.

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

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

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

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

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

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

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

Mortgage Loan Sale Agreement: The agreement dated as of June 1, 2007, for the sale of the Mortgage Loans by LBH to the Depositor.

Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which shall identify each Mortgage Loan, as such schedule may be amended from time to time to reflect the addition of Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund. Such schedule shall set forth, among other things, the following information with respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) the Mortgagor’s name; (iii) the street address of the Mortgaged Property including the city, state and zip code; (iv) the original principal amount of the Mortgage Loan; (v) the Mortgage Rate at origination; (vi) the monthly payment of principal and interest at origination; (vii) the Mortgage Pool, Collateral Group or Group to which such Mortgage Loan has been assigned, (viii) the Servicer of such Mortgage Loan, (ix) the term and method of calculation of Prepayment Penalty Amounts collected in respect of the Mortgage Loans, (x) whether such Mortgage Loan is an Employee Mortgage Loan, and (xi) the initial Custodian for such Mortgage Loan. The Depositor shall be responsible for providing the Trustee and the Master Servicer with all amendments to the Mortgage Loan Schedule.

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

Mortgage Pool: Any of Pool 1 or Pool 2.

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

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

Mortgagor: The obligor on a Mortgage Note.

Negative Amortization Certificate: None.

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

Net Mortgage Rate or NMR: With respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum of the applicable Servicing Fee Rate, the applicable Retained Interest Rate, if any, and, if applicable and specified on the Mortgage Loan Schedule, the premium rate on any lender-provided mortgage insurance. The Net Mortgage Rate of any Employee Mortgage Loan shall be calculated without regard to any increase in the Mortgage Rate thereof as a result of the related Mortgagor ceasing to be an employee of the Underwriter or any of its affiliates.

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

Non-AP Pool Balance: For any Collateral Group (other than Collateral Group P) for any Distribution Date, the sum of the related Applicable Fractions of the Scheduled Principal Balance of each Mortgage Loan included in such Collateral Group for that Distribution Date.

Non-AP Senior Certificates: Any Senior Certificates other than the Notional Certificates and the Class AP Certificates.

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

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

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

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

Notice of Nonpayment: Not applicable.

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

Notional Certificate: Any Class of Certificates issued with a Class Notional Amount (or Component issued with a Component Notional Amount), as identified in the Class Table.

Notional Principal Contract Value: $15,074.41.

Offering Document: Either private placement memorandum relating to the Privately Offered Certificates, or the Prospectus.

Offered Certificates: The Certificates other than the Privately Offered Certificates, the Class X Certificates and the Class LT-R Certificates.

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

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

Original Credit Support Percentage: With respect to each Class of Subordinate Certificates, the sum of the Class Percentages of all Classes of Certificates that rank lower in priority than such Class on the Closing Date.

Original Group Subordinate Amount: With respect to any Pool, the Group Subordinate Amount as of the Cut-off Date for the related Collateral Group as of the Cut-off Date.

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

Originator: The entity that originated a Mortgage Loan.

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

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

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

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

Placement Agent: Xxxxxx Brothers Inc.

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

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

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

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

Preference Amount: Not applicable.

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

Prepayment Penalty Amounts: With respect to any Distribution Date, all premiums or charges paid by the obligors due to principal prepayments.

Prepayment Period: With respect to any Distribution Date the period specified as such in the related Servicing Agreement.

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

Principal-Only Certificates: Any of the Class AP Certificates.

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

Privately Offered Certificates: The Class 1-A9, Class 1-A10, Class B4, Class B5 and Class B6 Certificates.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

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

Prospectus: The prospectus supplement dated June 27, 2007, together with the accompanying prospectus dated May 22, 2007, relating to the Offered Certificates.

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

QIB: As defined in Section 3.03(c).

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

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

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

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

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

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

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

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

Rating Agency: Each of Fitch and S&P.

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

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

Record Date: With respect to any Distribution Date and each Class of Certificates (other than the LIBOR Certificates), the close of business on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs; and with respect to any Distribution Date and the LIBOR Certificates, the Business Day immediately preceding the related Distribution Date.

Redemption Certificate: None.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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

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

Reimbursement Amount: Not applicable.

Released Mortgage Loan: As of any transfer date as set forth in the related Servicing Agreement, any Mortgage Loan other than a Covered Mortgage Loan that was delinquent in payment for a period of time equal to the later to occur of (i) 210 days or more or (ii) 30 days or more after such Mortgage Loan became a Charged-off Loan, in each case as of the last calendar day of the month immediately proceeding the month in which such transfer date occurs, without giving effect to any grace period permitted by the related Mortgage Note, and for which foreclosure proceedings have not been initiated.

Released Mortgage Transferee: The Master Servicer.

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

Relevant UCC: The Uniform Commercial Code as in effect in the applicable jurisdiction.

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

REMIC: Each of REMIC I, REMIC IIA, REMIC IIB and REMIC III, as described in the Preliminary Statement hereto.

REMIC Provisions: The provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 86OG of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations, including proposed regulations and rulings, and administrative pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.

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

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

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

Residual Certificate: Any Class LT-R or Class R Certificate.

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

Restricted Certificate: Any Class X, Class R, Class LT-R, Class B4, Class B5 or Class B6 Certificate and any Restricted Global Security.

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

Retained Interest: Not applicable.

Retained Interest Mortgage Loan: Not applicable.

Retained Interest Holder: Not applicable.

Retained Interest Rate: Not applicable.

Retained Mortgage File: Not applicable.

Retired Subordinate Class: Any of the Class B2 and Class B3 Certificates, following the date on which such Class’s Class Principal Amount has been reduced to zero.

Rules: As defined in Section 6.20(c).

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

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

Xxxxxxxx-Xxxxx Certification: A written certification covering the activities of all Servicing Function Participants and signed by an officer of the Exchange Act Signing Party that complies with Section 302 of the Xxxxxxxx-Xxxxx Act, as amended from time to time.

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

Scheduled Principal Amount: For any Distribution Date and specified Collateral Group (other than Collateral Group P), the amount described in clause (1) of the definition of Senior Principal Distribution Amount for such group.

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

Section 7.01(c) Purchase Event: The purchase of all the Lower Tier REMIC 1 Uncertificated Regular Interests.

Securities Act: The Securities Act of 1933, as amended.

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

Seller: LBH or any successor in interest, as the context may require.

Senior Certificate: Any Certificate (including any Exchangeable or Exchange Certificate) other than a Subordinate Certificate or Class LT-R Certificate.

Senior Percentage: With respect to each Collateral Group (other than Collateral Group P) and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of the Class Principal Amounts of each Class of Non-AP Senior Certificates for the such Collateral Group immediately prior to such Distribution Date, to the extent that such Classes are outstanding on such date, and the denominator of which is the related Non-AP Pool Balance as of the beginning of the Due Period.

Senior Prepayment Percentage: With respect to each Collateral Group (other than Collateral Group P) and any Distribution Date occurring during the five years beginning on the first Distribution Date, 100%. With respect to each Collateral Group and for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date, the related Senior Percentage plus the following percentage of the related Subordinate Percentage for such Distribution Date: for any Distribution Date in the first year thereafter, 70%; for any Distribution Date in the second year thereafter, 60%; for any Distribution Date in the third year thereafter, 40%; for any Distribution Date in the fourth year thereafter, 20%; and for any subsequent Distribution Date, 0%; provided, however, that if on any of the foregoing Distribution Dates the Senior Percentage for Collateral Group 1 or 2 exceeds the initial Senior Percentage for such Collateral Group, the Senior Prepayment Percentage for each Collateral Group for such Distribution Date shall once again equal 100% for such Distribution Date.

Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage for any of Collateral Group 1 or 2 below the level in effect for the most recent prior period set forth in the paragraph above shall be effective on any Distribution Date if, as of the first Distribution Date as to which any such decrease applies, (i) the average outstanding principal balance on such Distribution Date and for the preceding five Distribution Dates of all Mortgage Loans in both groups that were delinquent 60 days or more (including for this purpose any REO Property or Mortgage Loans in foreclosure or bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund if the related Mortgage Loan had remained in existence) is greater than or equal to 50% of the sum of the Group Subordinate Amounts, immediately prior to such Distribution Date or (ii) cumulative Realized Losses with respect to all the Mortgage Loans exceed (a) with respect to the Distribution Date on or after the fifth anniversary but prior to the sixth anniversary of the first Distribution Date, 30% of the Original Group Subordinate Amount, (b) with respect to the Distribution Date on or after the sixth anniversary but prior to the seventh anniversary of the first Distribution Date, 35% of the Original Group Subordinate Amount, (c) with respect to the Distribution Date on or after the seventh anniversary but prior to the eighth anniversary of the first Distribution Date, 40% of the Original Group Subordinate Amount, (d) with respect to the Distribution Date on or after the eighth anniversary but prior to the ninth anniversary of the first Distribution Date, 45% of the Original Group Subordinate Amount and (e) with respect to the Distribution Date on or after the ninth anniversary of the first Distribution Date or thereafter, 50% of the Original Group Subordinate Amount.

After the Class Principal Amount of each Class of Senior Certificates for a Collateral Group has been reduced to zero, the Senior Prepayment Percentage for such Collateral Group shall be 0%.

Senior Principal Distribution Amount: For any Collateral Group (other than Collateral Group P) and any Distribution Date, the sum of the following amounts:

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

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

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

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

If on any Distribution Date the Class Principal Amount of the Class or Classes of Senior Certificates related to any Collateral Group have been reduced to zero, the Senior Principal Distribution Amount for such Class or Classes of Senior Certificates for such date (following such reduction) and each subsequent Distribution Date shall be zero.

Senior Principal Priorities: The priorities for distribution of principal to the Senior Certificates as set forth in Exhibit O.

Servicer: Any Servicer that has entered into any of the Servicing Agreements identified on Exhibit E hereto, or any successors in interest. The initial Servicers shall be Aurora Loan Services LLC, National City Mortgage Corp. and PHH Mortgage Corporation.

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

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

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

Servicing Agreement: Each servicing agreement or reconstituted servicing agreement between each Servicer and the Seller and acknowledged by the Trustee dated as of June 1, 2007, identified on Exhibit E hereto, and any other servicing agreement entered into between a successor servicer and the Seller or the Trustee pursuant to the terms hereof.

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

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

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

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

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

Shift Percentage: With respect to each Distribution Date occurring during the five years beginning on the first Distribution Date, 0%. With respect to each Distribution Date occurring on or after the fifth anniversary of the first Distribution Date, the following percentage for such Distribution Date; for any Distribution Date in the first year thereafter, 30%; for any Distribution Date in the second year thereafter, 40%; for any Distribution Date in the third year thereafter, 60%; for any Distribution Date in the fourth year thereafter, 80%; and for any subsequent Distribution Date, 100%.

Soft Prepayment Penalties: Any prepayment premiums that are subject to prepayment penalty amounts in connection with any voluntary prepayments in full, and certain voluntary prepayments in part, except when such prepayments are made concurrently with the sale of the related mortgaged property as set forth on Exhibit E, in the case of the Mortgage Loans, and Schedule C, in the case of the Designated Mortgage Loans.

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

Special Hazard Loss Limit: As of the Cut-off Date, initially, $3,384,430, which amount shall be reduced from time to time to an amount equal on any Distribution Date to the lesser of (a) the greatest of (i) 1.00% of the aggregate of the Scheduled Principal Balances of the Mortgage Loans; (ii) twice the Scheduled Principal Balance of the Mortgage Loan having the highest Scheduled Principal Balance, and (iii) the aggregate Scheduled Principal Balances of the Mortgage Loans secured by Mortgaged Properties located in the single California postal zip code area having the highest aggregate Scheduled Principal Balance of Mortgage Loans of any such postal zip code area and (b) the Special Hazard Loss Limit as of the Closing Date less the amount, if any, of Special Hazard Losses incurred with respect to the Mortgage Loans since the Closing Date.

Specified Rating: Not applicable.

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

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

Subordinate Allocation Percentage: For each Distribution Date and each of the Class B2 and Class B3 Certificates, 26.0000000000% and 73.9532626437%, respectively.

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

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

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

Subordinate Percentage: With respect to each Collateral Group (other than Collateral Group P) and any Distribution Date, the difference between 100% and the related Senior Percentage for such Distribution Date.

Subordinate Prepayment Percentage: With respect to each Collateral Group (other than Collateral Group P) and any Distribution Date, the difference between 100% and the related Senior Prepayment Percentage for such Distribution Date.

Subordinate Principal Distribution Amount: For any Collateral Group (other than Collateral Group P) and any Distribution Date, the sum of the following:

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

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

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

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

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

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

Substitution Amount: The amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage Loan exceeds the Scheduled Principal Balance of the related Qualifying Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if applicable, plus unpaid interest thereon at the applicable Net Mortgage Rate from the date on which interest was first paid through the end of the Due Period in which such substitution occurs, and any related unpaid Advances or Servicing Advances or unpaid Servicing Fees, and the amount of any costs and damages incurred by the Trustee or the Trust Fund associated with a violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of such Deleted Mortgage Loan.

Supplemental Interest Trust: The corpus of a trust created pursuant to Section 5.07 of this Agreement and designated as the “Supplemental Interest Trust,” consisting of the Class 1-A4 Cap Agreement.

Supplemental Prepayment Trust: The corpus of a trust created pursuant to Section 5.06 of this Agreement and designated as the “Supplemental Prepayment Trust,” for the benefit of the Class 1-A9 and Class 1-A10 Certificateholders, consisting of the right to receive Soft Prepayment Penalties and Hard Prepayment Penalties, respectively, in respect of the Designated Mortgage Loans.

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

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

Termination Price: As defined in Section 7.01 hereof.

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

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

Transferor: Each seller of Mortgage Loans to LBB or the Seller pursuant to a Transfer Agreement.

Trust Fund: The corpus of the Xxxxxx Mortgage Trust 2007-6 created pursuant to this Agreement, consisting of the Mortgage Loans (other than any Retained Interest), the assignment of the Depositor’s rights under the Mortgage Loan Sale Agreement, such amounts as shall from time to time be held in the Collection Account, the Certificate Account, any Escrow Account, the Insurance Policies, any REO Property and the other items referred to in, and conveyed to the Trustee under, Section 2.01(a).

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

Trustee: U.S. Bank National Association, not in its individual capacity but solely as Trustee, or any successor in interest, or if any successor trustee or any co-trustee shall be appointed as herein provided, then such successor trustee and such co-trustee, as the case may be.

UCC: The Uniform Commercial Code as adopted in the State of New York.

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

Undercollateralized Class or Classes: With respect to any Distribution Date and any Class of Non-AP Senior Certificates relating to a Collateral Group as to which the total Certificate Principal Amount thereof, after giving effect to distributions pursuant to Sections 5.02(a) and (b) on such date, is greater than the Non-AP Pool Balance of the related Collateral Group for such Distribution Date, in the case of the Senior Certificates (other than any Notional Certificates).

Underlying REMIC Certificates: The following Classes of Certificates, issued hereunder in uncertificated form to the Exchange Trustee: Class 1-A1 and Class 1-A2.

Underwriter: Xxxxxx Brothers Inc.

Underwriter’s Exemption: Prohibited Transaction Exemption 2007-5, 72 Fed. Reg. 13130 (2007), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

Unpaid Basis Risk Shortfall: With respect to any Distribution Date and the Class 1-A4 Certificates, the aggregate of all Basis Risk Shortfalls with respect to such Class remaining unpaid from previous Distribution Dates, plus interest accrued thereon at the applicable Certificate Interest Rate.

Unscheduled Principal Amount: With respect to each Distribution Date and any Collateral Group (other than Collateral Group P), the amount described in clauses (ii) and (iii) (without application of the related Senior Prepayment Percentage) of the definition of Senior Principal Distribution Amount with respect to such Collateral Group.

Voting Interests: The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement. At all times during the term of this Agreement until the Class Notional Amount of each Class of Notional Certificates has been reduced to zero, 1% of all Voting Interests shall be allocated to each Class of Notional Certificates and the remaining Classes of Certificates (other than the Class LT-R Certificates) shall be allocated the remaining percentage of all Voting Interests. After the Class Notional Amount of each Class of Notional Certificate has been reduced to zero, 100% of all Voting Interests shall be allocated to the remaining Classes of Certificates (other than the Class LT-R Certificates). Voting Interests allocated to the Notional Certificates shall be allocated among the Certificates of each such Class in proportion to their Notional Amounts. Voting Interests shall be allocated among the other Classes of Certificates (and among the Certificates of each such Class) in proportion to their Class Principal Amounts (or Certificate Principal Amounts). Voting Interests allocated to a Class of Exchange Certificates shall be proportionately allocated to the related Class or Classes of Exchangeable Certificates on the basis of the related exchange proportions. In the case of the purchase by the Master Servicer of the Lower Tier REMIC I Uncertificated Regular Interests pursuant to a Section 7.01(c) Purchase Event, the LTURI holder shall be allocated 100% of the Voting Interests and upon such purchase any provisions in this Agreement which require a vote by, a direction or notice given by, an action taken by, a request in writing by or the consent of, any percentage of the Holders of the Certificates or any Class of Certificates may be exercised by the LTURI holder.

Section 1.02. Calculations Respecting Mortgage Loans.

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

ARTICLE II

DECLARATION OF TRUST;

ISSUANCE OF CERTIFICATES

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

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

Concurrently with the execution and delivery of this Agreement and any Cap Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement including all rights of the Seller under the Servicing Agreements and Transfer Agreements (other than first payment date default or early payment date default rights against the related Transferor but including any rights against the Seller for First Payment Default Mortgage Loans under Section 1.04(e) of the Mortgage Loan Sale Agreement) to the extent assigned under such Mortgage Loan Sale Agreement or the Assignment Agreement (as applicable). The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. The Depositor hereby authorizes and directs the Trustee, solely in its capacity as Trustee of the Supplemental Interest Trust created hereunder, to execute and deliver any Cap Agreement. The Seller, the Master Servicer, the Depositor and the Certificateholders acknowledge and agree that the Trustee is executing any Cap Agreement solely in its capacity as trustee of the Supplemental Interest Trust, and not in its individual capacity. The Trustee shall have no duty or responsibility to enter into any other interest rate cap agreement upon the expiration or termination of any such Cap Agreement.

In addition, concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, and otherwise convey to the Trustee, without recourse, in trust, all right, title and interest of the Depositor in and to the Depositor’s right to receive any Prepayment Penalty Amounts in respect of (i) the Mortgage Loans and (ii) in respect of the Supplemental Prepayment Trust, the Designated Mortgage Loans and all the Depositor’s rights in that regard with respect to the Designated Agreement. With respect to clause (ii), such conveyance includes all such amounts received on or after the Cut-off Date.

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

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

(i) with respect to each Mortgage Loan, the original Mortgage Note endorsed without recourse in proper form to the order of the Trustee, as shown in Exhibit B-4, or in blank (in each case, with all necessary intervening endorsements as applicable);

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

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

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

(v) with respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank, without recourse or (B) to “U.S. Bank National Association, as Trustee of the Xxxxxx Mortgage Trust 2007-6,” without recourse;

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

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

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

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

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

(xi) in connection with any pledge of Additional Collateral, the original additional collateral pledge and security agreement executed in connection therewith, assigned to the Trustee; and

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

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

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

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

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

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

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

(g) The issuing entity is hereby named Xxxxxx Mortgage Trust, Series 2007-6.

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

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

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

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

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

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

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

(g) Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement or the Servicing Agreement(s), and preparation and delivery of the certifications shall be performed by the Custodians pursuant to the terms and conditions of the Custodial Agreements.

(h) The Trustee, solely in its capacity as Trustee, is hereby authorized and directed by the Depositor to execute and deliver, concurrently with the execution of this Agreement, the Custodial Agreements and Servicing Agreements.

Section 2.03. Representations and Warranties of the Depositor.

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

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

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

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

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

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

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

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

Section 2.04. Discovery of Breach.

It is understood and agreed that the representations and warranties (i) of the Depositor set forth in Section 2.03 hereof, (ii) of LBH set forth in the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor hereunder and (iii) of each Transferor, assigned by LBH to the Depositor pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor hereunder, shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by any of the Depositor, the Master Servicer, or a Responsible Officer of the Trustee of a breach of any of such representations and warranties that adversely and materially affects the value of the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties; provided, to the extent that knowledge of such breach with respect to any Mortgage Loan is known by any officer, director, employee or agent of Aurora Loan Services LLC acting in any capacity other than as Master Servicer hereunder, the Master Servicer shall not be deemed to have knowledge of any such breach until an officer of the Master Servicer has actual knowledge thereof. Within 90 days of the notice of discovery of a breach of any representation or warranty given to the Trustee by the Depositor, any Transferor or LBH and assigned to the Trustee hereunder, the Depositor, such Transferor or LBH shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Trustee at the Purchase Price (or in the case of a First Payment Default Mortgage Loan, the FPD Purchase Price) or (c) within the two year period following the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage Loan. In the event of the discovery of a breach of any representation and warranty of any Transferor assigned to the Trustee, the Trustee shall enforce its rights under the applicable Transfer Agreement and the Mortgage Loan Sale Agreement for the benefit of the Certificateholders. As provided in the Mortgage Loan Sale Agreement, if any Transferor substitutes for a Mortgage Loan for which there is a breach of any representations and warranties in the related Transfer Agreement which adversely and materially affects the value of such Mortgage Loan and such substitute mortgage loan is not a Qualifying Substitute Mortgage Loan, under the terms of the Mortgage Loan Sale Agreement, LBH will, in exchange for such Substitute Mortgage Loan, either (i) provide the applicable Purchase Price for the affected Mortgage Loan or (ii) within two years of the Closing Date, substitute such affected Mortgage Loan with a Qualifying Substitute Mortgage Loan.

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

(a) With respect to any Mortgage Loan repurchased by the Depositor pursuant to this Agreement by LBH pursuant to the Mortgage Loan Sale Agreement or by any Transferor pursuant to the applicable Transfer Agreement, the principal portion of the funds (including the FPD Purchase Price in the case of any First Payment Default Mortgage Loan) received by the Trustee in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment and the Purchase Price or FPD Purchase Price, as applicable, shall be deposited in the Certificate Account. The Trustee, upon receipt by LBH or a Transferor of the full amount of the Purchase Price for a Deleted Mortgage Loan, or upon its receipt of notification from the applicable Custodian that it has received the Mortgage File for a Qualifying Substitute Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable Substitution Amount), shall release or cause to be released and reassigned to the Depositor, LBH or the applicable Transferor, as applicable, the related Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted Mortgage Loan released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement, which instruments shall be prepared by the applicable Servicer or the Trustee (or the applicable Custodian), and the Trustee shall have no further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan. The Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(2) of the Code, or (ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding.

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

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

Section 2.06. Grant Clause.

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

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

ARTICLE III

THE CERTIFICATES

Section 3.01. The Certificates.

(a) The Certificates shall be issuable in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry Certificates will be evidenced by one or more certificates, beneficial ownership of which will be held in the dollar denominations in Certificate Principal Amount or Notional Amount, as applicable, or in the Percentage Interests, specified herein. Each Class of Book-Entry Certificates shall be issued in the minimum denominations in Certificate Principal Amount (or Notional Amount) or Percentage Interest specified in the Preliminary Statement hereto and in integral multiples of $1 or 5% (in the case of Certificates issued in Percentage Interests) in excess thereof. Each Class of Non-Book Entry Certificates other than the Residual Certificate shall be issued in definitive, fully registered form in the minimum denominations in Certificate Principal Amount (or Notional Amount) specified in the Preliminary Statement hereto and in integral multiples of $1 in excess thereof. The Residual Certificates shall each be issued as a single Certificate and maintained in definitive, fully registered form in a minimum denomination equal to 100% of the Percentage Interest of such Class. The Class X Certificates shall be maintained in definitive, fully registered form and shall be issued in a minimum denomination equal to 10% of the Percentage Interest of such class. The Certificates may be issued in the form of typewritten certificates. One Certificate of each Class of Certificates other than any Class of Residual Certificates may be issued in any denomination in excess of the minimum denomination.

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

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

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

The Privately Offered Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Act shall be issued initially in the form of one or more Definitive Certificates.

Section 3.02. Registration.

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

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

Section 3.03. Transfer and Exchange of Certificates.

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

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

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

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

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

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

(d) (i) No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made to any Person or shall be effective unless the Trustee has received (A) a certificate substantially in the form of Exhibit H hereto (or Exhibit D-1, in the case of a Residual Certificate) from such transferee or (B) other than in the case of the Class 1-A9 and Class 1-A10 Certificates, an Opinion of Counsel reasonably satisfactory to the Trustee to the effect that the purchase and holding of such a Certificate will not constitute or result in prohibited transactions under Title I of ERISA or Section 4975 of the Code and will not subject the Trustee, the Master Servicer or the Depositor to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, the Trustee receives an Opinion of Counsel to the effect that the purchase and holding of an ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding such a Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under Title I of ERISA or Section 4975 of the Code. Each Transferee of an ERISA-Restricted Certificate that is a Book-Entry Certificate shall be deemed to have made the representations set forth in Exhibit H. The preparation and delivery of the certificate and opinions referred to above shall not be an expense of the Trust Fund, the Trustee, the Master Servicer or the Depositor.

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

(ii) No transfer of an ERISA-Restricted Trust Certificate shall be made prior to the termination of the related Cap Agreement unless the Trustee shall have received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibit H, to the effect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or the statutory exemption for non-fiduciary service providers under Section 408(b)(17) of ERISA. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Trust Certificate prior to the termination of the related Cap Agreement to or on behalf of a Plan without the delivery to the Trustee of a representation letter as described above shall be void and of no effect. If the ERISA-Restricted Trust Certificate is a Book-Entry Certificate, prior to the termination of the related Cap Agreement, the transferee will be deemed to have made a representation as provided in clause (i) or (ii) of this paragraph, as applicable.

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

To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall not be under any liability to any Person for any registration of transfer of any ERISA-Restricted Trust Certificate that is in fact not permitted by this Section 3.03(d)(ii) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements.

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

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

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

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

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

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

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

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

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

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

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

Section 3.04. Cancellation of Certificates.

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

Section 3.05. Replacement of Certificates.

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

Section 3.06. Persons Deemed Owners.

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

Section 3.07. Temporary Certificates.

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

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

Section 3.08. Appointment of Paying Agent.

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

At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Trustee shall not appoint a Paying Agent that is not the Trustee unless that Paying Agent first agrees in writing with the Trustee (i) to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Section 9.25(a) and 9.25(b) of this Agreement, (ii) to comply with the provisions of Section 9.25(a), 9.25(b), 6.20(e)(i) and 6.20(e)(iv)of this Agreement and (iii) to indemnify the Depositor and the Master Servicer, and their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless as set forth in Section 6.23. For so long as the Depositor is subject to Exchange Act reporting requirements with respect to the Trust, the Paying Agent (if other than the Trustee) shall give prior written notice to the Sponsor, the Master Servicer, the Trustee and the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance reasonably satisfactory to the Sponsor and the Depositor) of the role and function of each Subcontractor utilized by the Paying Agent, as applicable, specifying (A) the identity of each such Subcontractor and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each Subcontractor for which the Paying Agent does not elect to take responsibility for assessing compliance with the Servicing Criteria in accordance with Regulation AB Telephone Interpretation 17.06. In addition, for so long as the Depositor is subject to Exchange Act reporting requirements with respect to the Trust, the Paying Agent (including the Trustee in its capacity as Paying Agent, to the extent not already required of the Trustee under this Agreement) shall notify the Sponsor, the Master Servicer, the Trustee and the Depositor within five (5) calendar days of knowledge thereof (i) of any legal proceedings pending under the Paying Agent of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any merger, consolidation or sale of substantially all of the assets of the Paying Agent and (iii) if the Paying Agent shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the parties listed on Exhibit I hereto or any of their affiliates. On or before March 1^st of each year, the Depositor shall distribute the information in Exhibit I to the Paying Agent.

Any Paying Agent (if other than the Trustee) agrees to indemnify the Depositor, the Trustee (if other than the Paying Agent) and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the failure by such Paying Agent to deliver any information, report or certification when and as required under Section 6.20 and Section 9.25(a). This indemnification shall survive the termination of this Agreement or the termination of such Paying Agent hereunder.

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

Section 3.09. Book-Entry Certificates.

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

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

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

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

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

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

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

Section 3.10. Deposit of Underlying REMIC Certificates under the Exchange Trust Agreement.

The Underlying REMIC Certificates shall be issued in uncertificated form to the Underwriter and transferred by the Underwriter to the Exchange Trustee to be held in trust pursuant to terms of the Exchange Trust Agreement.

ARTICLE IV

ADMINISTRATION OF THE TRUST FUND

Section 4.01. Collection Account.

(a) On the Closing Date, the Master Servicer shall open and shall thereafter maintain a segregated account held in trust (the “Collection Account”), entitled, Aurora Loan Services LLC, as Master Servicer, in trust for the benefit of the Holders of Xxxxxx Mortgage Trust Mortgage Pass-Through Certificates, Series 2007-6.” The Collection Account shall relate solely to the Certificates issued by the Trust Fund hereunder, and funds in such Collection Account shall not be commingled with any other monies.

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

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

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

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

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

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

(iv) all Insurance Proceeds;

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

(vi) all proceeds of any Mortgage Loan purchased by any Person and any Substitution Amounts related to any Qualifying Substitute Mortgage Loan; and

(vii) the Purchase Price or FPD Purchase Price (including any FPD Premium) of any Mortgage Loan repurchased by the Depositor, the Seller, the Master Servicer or any other Person and any Substitution Amount related to any Qualifying Substitute Mortgage Loan; and

(viii) all Prepayment Penalty Amounts received in respect of the Designated Mortgage Loans.

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

Section 4.02. Application of Funds in the Collection Account.

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

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

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

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

(iv) to reimburse itself or any Servicer for expenses incurred by and recoverable by or reimbursable to it or such Servicer pursuant to Section 9.04, 9.05, 9.06, 9.16 or 9.22(a) or pursuant to the applicable Servicing Agreement, and to reimburse itself for any expenses reimbursable to it pursuant to Section 10.01(c);

(v) to pay to the applicable Person, with respect to each Mortgage Loan or REO Property acquired in respect thereof that has been repurchased by such Person pursuant to this Agreement, all amounts received thereon and not distributed on the date on which the related repurchase was effected, and to pay to the applicable Person any Advances and Servicing Advances to the extent specified in the definition of Purchase Price, any FPD Premium, or any amounts paid by LBH for shortfalls in the Purchase Price for repurchases of First Payment Default Mortgage Loans pursuant to Section 1.04(f) of the Mortgage Loan Sale Agreement relating to the Seller paying the difference if the FPD Purchase Price is less than the Purchase Price;

(vi) to pay to itself income earned on the investment of funds deposited in the Collection Account;

(vii) to make payments to the Trustee for deposit into the Certificate Account in the amounts and in the manner provided for in Section 4.01(c);

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

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

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

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

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

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

In the event that the Master Servicer fails on any Master Servicer Remittance Date to remit to the Trustee any amounts required to be so remitted to the Trustee pursuant to subclause (vii) on such date, the Master Servicer shall pay the Trustee, for the account of the Trustee, interest calculated at the “prime rate” (as published in the “Money Rates” section of The Wall Street Journal) on such amounts not timely remitted for the period from and including that Master Servicer Remittance Date through the date such funds are remitted to and received by the Trustee.

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

Section 4.03. Reports to Certificateholders.

(a) On each Distribution Date on or prior to a Section 7.01(c) Purchase Event or a Trust Fund Termination Event, the Trustee shall prepare (based solely on information provided by the Master Servicer and the Cap Counterparty (other than item (xx) below, which shall be determined solely by the Trustee)) and shall make available to each Certificateholder and each Rating Agency a report (the “Distribution Date Statement”), setting forth the following information (on the basis of Mortgage Loan level information obtained from the Master Servicer (other than with respect to item (xix) below)):

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

(ii) the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates, other than the Class AP Certificates, and in respect of any Component, allocable to interest;

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

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

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

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

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

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

(ix) the number and aggregate outstanding principal balance of Mortgage Loans, as reported to the Trustee by the Master Servicer, (a) remaining outstanding, (b) delinquent 30 to 59 days, (c) delinquent 60 to 89 days, (d) delinquent 90 or more days, (e) as to which foreclosure proceedings have been commenced, all as of the close of business on the last Business Day of the calendar month immediately before the month in which that Distribution Date occurs, (f) in bankruptcy, (g) that are REO Properties, (h) that are Charged-off Loans and (i) that are Released Mortgage Loans (the information in this item (ix) will be calculated using the MBA delinquency method);

(x) the deemed principal balance of each REO Property as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs;

(xi) with respect to any Mortgage Loan that became an REO Property during the preceding calendar month, the principal balance of such Mortgage Loan and the number of such Mortgage Loans as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs;

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

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

(xiv) the Certificate Interest Rate or Component Interest Rate applicable to such Distribution Date with respect to each Class of Certificates and each Component, respectively;

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

(xvi) the amount of any payments distributed to the Class X Certificates for such Distribution Date;

(xvii) the aggregate outstanding Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, if any, after giving effect to the distribution made on such Distribution Date;

(xviii) the amount of any payments made by the Cap Counterparty to the Trustee on behalf of the Supplemental Interest Trust under any Cap Agreement;

(xix) a statement as to whether any exchanges of Exchangeable Certificates or Exchange Certificates have taken place since the preceding Distribution Date, and, if applicable, the Class of Certificates, certificate balances, including notional balances, certificate interest rates, and any interest and principal paid, including any shortfalls allocated, of any classes of certificates that were received by the Certificateholder as a result of such exchange;

(xx) the amount of any FPD Premiums, if any, for such Distribution Date; and

(xxi) the amount of any Soft Prepayment Penalties and Hard Prepayment Penalties collected by the Master Servicer in respect of the Designated Mortgage Loans and paid to the Class P Components of the Class 1-A9 Certificates, in the case of Soft Prepayment Penalties, and the Class 1-A10 Certificates, in the case of Hard Prepayment Penalties.

In addition to the information listed above, for every year in which the Depositor is subject to Exchange Act reporting with respect to the Certificates, such Distribution Date Statement shall also include, to the extent that the Trustee shall have received any such information from the Depositor, the Sponsor, the Master Servicer or the Servicer, as applicable, no later than four Business Days prior to the related Distribution Date, such other information as is required by Form 10-D, including, but not limited to, the information required by Item 1121 (§ 229.1121) of Regulation AB, other than those data elements specified in Item 1121(a)(11), (12) and (14) for as long as reports on From 10-D are required to be filed by the Trustee pursuant to Section 6.20.

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

On any Distribution Date after the occurrence of a Section 7.01(c) Purchase Event, the information required by subclauses (i), (iii), (iv), (v), (vii), (viii), (ix), (x), (xi), (xii) and (xvi) shall be provided to the Holder of the LT-R Certificate and the LTURI Holder with regard to the Lower Tier REMIC I Uncertificated Regular Interests in lieu of the Certificates.

The Trustee shall make such report and any additional loan level information (and, at its option, any additional files containing the same information in an alternative format) available each month to the Certificateholders and the Rating Agencies via the Trustee’s internet website. The Trustee’s internet website shall initially be located at “xxx.xxxxxx.xxx/xxx.” Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (000) 000-0000. Such parties that are unable to use the website are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes.

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

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

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

(d) The Trustee shall, to the extent reasonably available, furnish any other information that is required by the Code and regulations thereunder to be made available to Certificateholders. The Master Servicer shall, to the extent reasonably available, provide the Trustee with such information as is necessary for the Trustee to prepare such reports (and the Trustee may rely solely upon such information).

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

Section 4.04. Certificate Account.

(a) The Trustee shall establish and maintain in its name, as Trustee, a trust account (the “Certificate Account”), entitled “Certificate Account, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Mortgage Trust Mortgage Pass-Through Certificates, Series 2007-6” until disbursed pursuant to the terms of this Agreement. The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 30 calendar days and transfer all funds on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account shall relate solely to the Certificates issued hereunder and funds in the Certificate Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement.

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

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

(ii) to pay itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth in subsection (d) below, and to make payments to itself or the Custodians prior to making distributions pursuant to Section 5.02 for any expenses or other indemnification owing to the Trustee and others pursuant to any provision of this Agreement or the Custodial Agreements;

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

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

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

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

ARTICLE V

DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

Section 5.01. Distributions Generally.

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

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

Section 5.02. Distributions from the Certificate Account.

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

(i) from the Available Distribution Amount for each Collateral Group, to payment of Accrued Certificate Interest on each Class of Senior Certificates (other than the Class AP Certificates) and any interest bearing component relating to such Collateral Group (reduced, in each case, by any Net Prepayment Interest Shortfalls relating to such Collateral Group allocated to that Class of Certificates or component thereof on that Distribution Date, as described herein); provided, however, that any shortfall in available amounts for that Collateral Group shall be allocated among the Classes of Senior Certificates and any such component related to that Collateral Group in proportion to the amount of such interest (as so reduced) that would otherwise be distributable thereon;

(ii) from the Available Distribution Amount for each Collateral Group, to payment of any outstanding Interest Shortfalls on each Class of Senior Certificates (other than the Class AP Certificates) and any interest-bearing component thereof relating to that Collateral Group; provided, however, that any shortfall in available amounts for that Collateral Group shall be allocated among the Classes of Senior Certificates and any such component related to that Collateral Group in proportion to the amount of such interest (as so reduced) that would otherwise be distributable thereon;

(iii) from the remaining Available Distribution Amount for each Collateral Group to the Senior Certificates (other than any related Notional Certificates) as set forth in the Senior Principal Priorities attached as Exhibit O hereto;

(iv) to the Class AP Certificates, to the extent of the remaining Available Distribution Amount for Collateral Groups 1, the AP Deferred Amount for such Distribution Date; provided, however, that (x) distributions pursuant to this priority (iv) shall not exceed the aggregate of the Subordinate Principal Distribution Amounts for such Collateral Groups for such date; and (y) such amounts will not reduce the Class Principal Amount of the Class AP Certificates;

(v) from the remaining Available Distribution Amounts for Collateral Groups 1 and 2, to the Subordinate Certificates, subject to the prior distribution of amounts pursuant to Section 5.02(f), in the following order of priority:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) Net Prepayment Interest Shortfalls for each Collateral Group shall be allocated among the Senior Certificates related to such Collateral Group (including any interest-bearing Component thereof and excluding the Class AP Certificates) and the Subordinate Certificates pro rata based on (i) in the case of the related Non-AP Senior Certificates (and any such Component), the Accrued Certificate Interest otherwise distributable thereon, and (ii) in the case of the Subordinate Certificates, interest accrued on the related Apportioned Principal Balances.

(c) After the applicable Credit Support Depletion Date, the Senior Distribution Amount with respect to Collateral Groups 1 and 2 remaining after distribution of interest to the related Non-AP Senior Certificates on such date shall be distributed among the related Classes of Senior Certificates proportionately, on the basis of their respective Class Principal Amounts immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 5.02(a)(iii).

(d) With respect to each Class of Subordinate Certificates (other than the Class B1 Certificates), if on any Distribution Date the Credit Support Percentage for that Class is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), no distribution of amounts described in clauses (ii) and (iii) of the definition of the related Subordinate Principal Distribution Amount will be made to any Subordinate Certificates of lower priority. Any such amounts will be distributed proportionately to such Class of Subordinate Certificates entitled to distributions in respect such clauses (ii) and (iii) of the definition of Subordinate Principal Distribution Amount on such date. Any amount not distributed in respect of any Class on any Distribution Date pursuant to the immediately preceding paragraph shall be allocated among the remaining Classes of Subordinate Certificates in proportion to their respective Class Principal Amounts.

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

(f) On each Distribution Date prior to the Credit Support Depletion Date but after the date on which the total Certificate Principal Amount of the Non-AP Senior Certificate or Certificates relating to either Collateral Group 1 or 2 have been reduced to zero, amounts otherwise distributable as principal on each Class of Subordinate Certificates pursuant to Section 5.02(a)(iv), in reverse order of priority, in respect of such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount relating to such retired Certificates, shall be distributed as principal to such Non-AP Senior Certificates remaining outstanding pursuant to Section 5.02(a)(iii) until the Class Principal Amounts thereof have been reduced to zero, provided that on such Distribution Date (a) the Aggregate Subordinate Percentage for Collateral Groups 1 and 2 for such Distribution Date is less than 200% of such Aggregate Subordinate Percentage for the Subordinate Certificates, as of the Cut-off Date or (b) the average outstanding principal balance of the Mortgage Loans in the Collateral Groups that are delinquent 60 days or more for the last six months (including for this purpose any REO Property or Mortgage Loans in foreclosure or bankruptcy and the Scheduled Payments that would have been due on Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund if the related Mortgage Loan had remained in existence) as a percentage of the related Group Subordinate Amount is greater than or equal to 50%.

On each Distribution Date on which the Class Principal Amounts of the Non-AP Senior Certificates relating to a Collateral Group has been reduced to zero, any amounts distributable pursuant to this Section 5.02(f) will be allocated, as to each applicable Class of Subordinate Certificates, in proportion to such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount for the Collateral Group relating to each such retired Senior Certificate.

(g) On any Distribution Date on which the Non-AP Senior Certificates relating to any Collateral Group constitute an Undercollateralized Class or Classes, all amounts otherwise distributable as principal on the Subordinate Certificates, in reverse order of priority (other than amounts necessary to pay any AP Deferred Amounts or unpaid Interest Shortfalls) (or, following the Credit Support Depletion Date, such other amounts described in the immediately following sentence), will be distributed as principal to such Undercollateralized Class or Classes pursuant to Section 5.02(a)(iii), until the total Certificate Principal Amount of the Undercollateralized Class or Classes equals the Non-AP Pool Balance of the related Collateral Group, (such distribution, an “Undercollateralization Distribution”). In the event that any Non-AP Senior Certificate or Certificates constitute an Undercollateralized Class or Classes on any Distribution Date following the Credit Support Depletion Date, Undercollateralization Distributions will be made from any Available Distribution Amount not related to an Undercollateralized Class or Classes remaining after all required amounts have been distributed to the Non-AP Senior Certificates related to such other Collateral Groups. In addition, the amount of any unpaid Interest Shortfalls with respect to an Undercollateralized Class on any Distribution Date (including any Interest Shortfalls for such Distribution Date) will be distributed to such Undercollateralized Class or Classes prior to the payment of any related Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinate Certificates, in reverse order of priority (or, following the Credit Support Depletion Date, as provided in the preceding sentence).

(h) On each Distribution Date occurring after a Section 7.01(c) Purchase Event but on or prior to a Trust Fund Termination Event, the Trustee (or the Paying Agent on behalf of the Trustee), shall withdraw from the Certificate Account the Available Distribution Amount (to the extent such amount is on deposit in the Certificate Account), and shall allocate such amount to the interests issued in respect of the Lower Tier REMIC 1 Uncertificated Regular Interests created pursuant to this Agreement and shall distribute such amount first, to the Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not previously reimbursed to the Trustee, second, to the LTURI-holder, any remaining Available Distribution Amount to the extent payable on the Lower Tier REMIC 1 Uncertificated Regular Interests as provided in the Preliminary Statement, and third, to the Class LT-R Certificates.

(i) [Reserved]

(j) On each Distribution Date, all FPD Premiums to which the Trust Fund is entitled received with respect to a First Payment Default Mortgage Loan, shall be distributed to the Class 1-A5 Certificates.

(k) For federal income tax purposes, the Trustee shall treat the beneficial owners of the Class 1-A5 Certificates (an “FPD Certificate”) as having entered into a cash-settled option contract. Pursuant to each cash-settled option contract, each FPD Certificate has the right to receive amounts in respect of FPD Premiums. Any payments to an FPD Certificate in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article V or otherwise, the Trustee shall account for all distributions in respect of FPD Premiums on an FPD Certificate as set forth in this section. For purposes of providing tax information reporting with respect to the FPD Certificates, the Trustee shall treat each cash-settled option contract described in this paragraph as having a value of $10,000 as of the Closing Date.

(l) On each Distribution Date following the date on which the Class Principal Amount of the Class B2 or Class B3 Certificates has been reduced to zero, such Classes shall remain outstanding and the Trustee shall distribute to each such Retired Subordinate Class any Additional Interest Amount for such date and Class. Such amounts shall be distributed from the Available Distribution Amount in the same order of priority that Accrued Certificate Interest otherwise would be distributable to such Class.

Section 5.03. Allocation of Realized Losses.

(a) On any Distribution Date, (i) the related Applicable Fraction of the principal portion of any Realized Loss in respect of a Mortgage Loan in Collateral Group P will be allocated to and reduce the Certificate Principal Amount of the Class AP Certificates until the Certificate Principal Amount thereof has been reduced to zero; and (ii) the related Applicable Fraction of the principal portion of each Realized Loss (other than any Excess Loss) in respect of a Mortgage Loan in each Collateral Group, shall be allocated in the following order of priority:

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

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

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

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

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

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

seventh, to the related Classes of Non-AP Senior Certificates, pro rata, in accordance with their respective Class Principal Amounts provided, however, that any Realized Loss allocated (1) to the Class 1-A1 Certificates shall instead be allocated to the Class 1-A2 Certificates until the Class Principal Amount thereof has been reduced to zero, (2) to the Class 1-A7 Certificates shall instead be allocated to the Class 1-A3 Certificates until the Class Principal Amount thereof has been reduced to zero, (3) to the Class 1-A8 Certificates shall instead be allocated to the Class 1-A6 Certificates until the Class Principal Amount thereof has been reduced to zero and (4) to the Class 2-A1 Certificates shall instead be allocated to the Class 2-A2 Certificates until the Class Principal Amount thereof has been reduced to zero.

In addition, any Realized Loss (including any Excess Loss) allocated to an Exchange Class shall be proportionately allocated to the related Exchangeable Class or Classes.

(b) With respect to any Distribution Date, the related Applicable Fraction of the principal portion of any Excess Loss in respect of a Mortgage Loan in Collateral Group 1 or 2 shall be allocated, pro rata, to the Subordinate Certificates and related Non-AP Senior Certificate or Certificates on the basis of the Apportioned Principal Balances of the Classes of Subordinate Certificates and Class Principal Amounts of the Non-AP Senior Certificates (and in the same manner as specified in clause seventh of subsection (a) above).

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

(d) Realized Losses allocated in accordance with this Section 5.03 shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to distributions made on such Distribution Date, except that the aggregate amount of Realized Losses to be allocated to the Class AP Certificates on such Distribution Date will be taken into account in determining distributions in respect of any related AP Deferred Amount for such date.

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

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

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

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

Section 5.05. Compensating Interest Payments.

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

Section 5.06. Distributions from the Supplemental Prepayment Trust.

A separate trust is hereby established (the “Supplemental Prepayment Trust”), the corpus of which shall be held by the Trustee, in trust, for the benefit of the Class 1-A9 and Class 1-A10, Certificateholders. The assets of the Supplemental Prepayment Trust shall consist of (i) Soft Prepayment Penalties and Hard Prepayment Penalties in respect of the Designated Mortgage Loans received by the Trustee and identified as such. Such assets shall be held in an Eligible Account separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Trustee held pursuant to this Agreement. Distributions from the Supplemental Prepayment Trust shall be made concurrently as follows:

(a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee), shall withdraw from the Supplemental Prepayment Trust, any Soft Prepayment Penalties remitted by the Master Servicer to the Trustee in respect of the Designated Mortgage Loans on the preceding Master Servicer Remittance Date, and shall distribute such amount to the Holders of the Class 1-A10 Certificates (in respect of the Class P Component thereof), regardless of whether the Class Notional Amount of the Class I Component thereof has been reduced to zero.

(b) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee), shall withdraw from the Supplemental Prepayment Trust, any Hard Prepayment Penalties remitted by the Master Servicer to the Trustee in respect of the Designated Mortgage Loans on the preceding Master Servicer Remittance Date, and shall distribute such amount to the Holders of the Class 1-A9 Certificates (in respect of the Class P Component thereof), regardless of whether the Class Notional Amount of the Class I Component thereof has been reduced to zero.

The Trustee (or the Paying Agent on behalf of the Trustee) shall make the distributions pursuant to this Section 5.06 in respect of the Class P Components of the Class 1-A9 and Class 1-A10 Certificates until the earlier to occur of (1) the termination of the trust fund to which the Designated Mortgage Loans were conveyed or (2) the Final Scheduled Distribution Date.

It is the intent of the parties hereto that the segregated pool of assets consisting of any collections in respect of the amounts payable to the Class P Components (other than in the case of the Class 1-A9 and Class 1-A10 Certificates) constitutes, for federal income tax purposes, a grantor trust as described in Subpart E of Part I of Subchapter J of the Code and Treasury Regulation §301.7701-4(c)(2).

Section 5.07. Supplemental Interest Trust.

The Trustee is hereby directed by the Depositor to accept the Cap Agreements on behalf of a trust, separate from the Trust Fund, for the benefit of the Class 1-A4 and Class X Certificateholders in the form presented to it by the Depositor and shall have no responsibility for the contents, adequacy or sufficiency of the Cap Agreements, including without limitation, the representations and warranties contained therein.

Section 5.08. The Reserve Funds.

(a) On the Closing Date, the Trustee shall establish and maintain in the name of the Trustee, in the Supplemental Interest Trust for the benefit of the holders of the Class 1-A4 and Class X Certificates, the Class 1-A4 Reserve Fund, into which the Depositor shall deposit $1,000. The Trustee shall hold the Class 1-A4 Cap Agreement as an asset in the Class 1-A4 Reserve Fund. The Class 1-A4 Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation other moneys of the Trustee held pursuant to this Agreement. The Class 1-A4 Reserve Fund shall not be an asset of any REMIC or the Trust Fund established hereby. The Trustee shall deposit promptly upon receipt in the Class 1-A4 Reserve Fund any amounts received from the Class 1-A4 Cap Agreement.

(b) On each Distribution Date, the Trustee, on behalf of the Supplemental Interest Trust, shall distribute amounts on deposit in the Class 1-A4 Reserve Fund, first, to the Holders of the Class 1-A4 Certificates, in an amount up to any Basis Risk Shortfalls thereon and second, to the Holders of the Class 1-A4 Certificates, in an amount up to any Unpaid Basis Risk Shortfalls thereon. Any remaining amounts shall be retained in the Class 1-A4 Reserve Fund for distribution on future Distribution Dates.

(c) Upon the earliest to occur of (i) the Distribution Date on which the Class Principal Amount of the Class 1-A4 Certificates is reduced to zero, (ii) a Section 7.01(c) Purchase Event or (iii) a Trust Fund Termination Event, any amounts remaining in the Class 1-A4 Reserve Fund and any future amounts payable under the Class 1-A4 Cap Agreement shall be distributed to the Class X Certificateholder.

(d) Funds in the Class 1-A4 Reserve Fund shall be invested in Eligible Investments. The Class X Certificates shall evidence ownership of the Class 1-A4 Reserve Fund for federal income tax purposes and LBH on behalf of the Holders thereof shall direct the Trustee, in writing, as to investment of amounts on deposit therein. LBH shall be liable for any losses incurred on such investments. In the absence of written instructions from LBH as to investment of funds on deposit in the Class 1-A4 Reserve Fund, such funds shall remain uninvested. The Trustee shall account for the Supplemental Interest Trust as a disregarded entity as long as there is a single holder of the Class X Certificates and, in no event, as an asset of any REMIC created pursuant to this Agreement.

(e) For federal income tax purposes, the Trustee shall treat the holders of the Class 1-A4 Certificates as having entered into a notional principal contract with the holders of the Class X Certificates. Pursuant to such notional principal contract, all holders of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls to the holders of the Class 1-A4 Certificates. Any payments to the Class 1-A4 Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the priority and sources of payments set forth in Article V hereof or otherwise, the Trustee shall account for all distributions on the Class 1-A4 Certificates as set forth in this section. For purposes of providing tax information reporting with respect to the Class 1-A4 Certificates, the Trustee shall treat the notional principal contract described in this paragraph as having a value equal to the Notional Principal Contract Value as of the Closing Date.

ARTICLE VI

CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

Section 6.01. Duties of Trustee.

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

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

(c) The Trustee shall not have any liability arising out of or in connection with this Agreement, except for its negligence or willful misconduct. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

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

(ii) For all purposes under this Agreement, the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the address provided in Section 11.07, and such notice references the Holders of the Certificates and this Agreement;

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

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

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

(d) The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by the parties as a consequence of the assignment of any Mortgage Loan hereunder; provided, however, that the Trustee shall promptly remit to the Master Servicer upon receipt any such complaint, claim, demand, notice or other document (i) which is delivered to the address of the Trustee provided in Section 11.07 and makes reference to this series of Certificate or this Agreement, (ii) of which a Responsible Officer has actual knowledge, and (iii) which contains information sufficient to permit the Trustee to make a determination that the real property to which such document relates is a Mortgaged Property.

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

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

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

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

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

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

(k) For so long as the Depositor is subject to the Exchange Act reporting with respect to the Certificates, the Trustee shall give prior written notice to the Sponsor, the Master Servicer and the Depositor of the appointment of any Subcontractor by it and a written description (in form and substance satisfactory to the Sponsor and the Depositor) of the role and function of each Subcontractor utilized by the Trustee specifying (A) the identity of each such Subcontractor and (B) which elements of the servicing criteria set forth under Item 1122(d) of Regulation AB will be addressed in assessments of compliance provided by each such Subcontractor for which the Trustee does not elect to take responsibility for assessing compliance with the Servicing Criteria in accordance with Regulation AB Telephone Interpretation 17.06.

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

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

Section 6.02. Certain Matters Affecting the Trustee.

Except as otherwise provided in Section 6.01:

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

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

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

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

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

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

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

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

Section 6.03. Trustee Not Liable for Certificates.

The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Exchange Trust Agreement or the Certificates (other than the certificate of authentication on the Certificates) or the Lower Tier REMIC 1 Uncertificated Regular Interests, or of any Mortgage Loan, or related document save that the Trustee represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Certificate Account, any Escrow Account or any other fund or account maintained with respect to the Certificates. The Trustee shall not be responsible for the legality or validity of this Agreement or the Exchange Trust Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates or the Lower Tier REMIC 1 Uncertificated Regular Interests issued or intended to be issued hereunder. Except as otherwise provided herein, the Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

Section 6.04. Trustee May Own Certificates.

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

Section 6.05. Eligibility Requirements for Trustee .

The Trustee hereunder shall at all times be (i) an institution whose accounts are insured by the FDIC, (ii) a corporation or national banking association, organized and doing business under the laws of any State or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority and (iii) not an Affiliate of the Master Servicer or any Servicer. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In addition, the Trustee (i) may not be an originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor or an affiliate of the Depositor unless the Trustee is in an institutional trust department of the Trustee, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency that has rated the Trustee, or the equivalent rating by S&P. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.06.

Section 6.06. Resignation and Removal of Trustee.

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

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

(c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servi

Document Metadata

Table of Contents

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee TRUST AGREEMENT Dated as of June 1, 2007 LEHMAN MORTGAGE TRUST MORTGAGE PASS-THROUGH CERTIFICATES...