STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee

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 March 1, 2007

XXXXXX XS TRUST

MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2007-4N

TABLE OF CONTENTS

		Page

ARTICLE I. DEFINITIONS		14
Section 1.01 Definitions		14
Section 1.02 Calculations Respecting Mortgage Loans		62
Section 1.03 Calculations Respecting Accrued Interest		62
Section 1.04 Rights of the NIMS Insurer		62
ARTICLE II. DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES		62
Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans
Section 2.02 Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund		66
Section 2.03 Representations and Warranties of the Depositor		67
Section 2.04 Discovery of Breach		69
Section 2.05 Repurchase, Purchase or Substitution of Mortgage Loans		70
Section 2.06 Grant Clause		71
ARTICLE III. THE CERTIFICATES		72
Section 3.01 The Certificates		72
Section 3.02 Registration		73
Section 3.03 Transfer and Exchange of Certificates		74
Section 3.04 Cancellation of Certificates		80
Section 3.05 Replacement of Certificates		80
Section 3.06 Persons Deemed Owners		80
Section 3.07 Temporary Certificates		80
Section 3.08 Appointment of Paying Agent		81
Section 3.09 Book Entry Certificates		82
ARTICLE IV. ADMINISTRATION OF THE TRUST FUND		83
Section 4.01 Collection Account		83
Section 4.02 Application of Funds in the Collection Account		85
Section 4.03 Reports to Certificateholders		87
Section 4.04 The Certificate Account		92
ARTICLE V. DISTRIBUTIONS TO HOLDERS OF CERTIFICATES		93
Section 5.01 Distributions Generally		93

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TABLE OF CONTENTS

(continued)

		Page

Section 5.02 Distributions from the Certificate Account		94
Section 5.03 Allocation of Losses		104
Section 5.04 Advances by Master Servicer, Servicer and Trustee		106
Section 5.05 Compensating Interest Payments		107
Section 5.06 Basis Risk Reserve Fund		107
Section 5.07 Class 1-AP, Class 2-AP and Class 3-AP Reserve Funds		107
Section 5.08 [Reserved]		108
Section 5.09 [Reserved]		108
Section 5.10 [Reserved]		108
Section 5.11 [Reserved]		108
Section 5.12 Class X Account		108
ARTICLE VI. CONCERNING THE TRUSTEE; EVENTS OF DEFAULT		109
Section 6.01 Duties of Trustee		109
Section 6.02 Certain Matters Affecting the Trustee		112
Section 6.03 Trustee Not Liable for Certificates		113
Section 6.04 Trustee May Own Certificates		113
Section 6.05 Eligibility Requirements for Trustee		113
Section 6.06 Resignation and Removal of Trustee		114
Section 6.07 Successor Trustee		115
Section 6.08 Merger or Consolidation of Trustee		115
Section 6.09 Appointment of Co-Trustee, Separate Trustee or Custodian		116
Section 6.10 Authenticating Agents		118
Section 6.11 Indemnification of Trustee		119
Section 6.12 Fees and Expenses of Trustee and Custodians		119
Section 6.13 Collection of Monies		120
Section 6.14 Events of Default; Trustee To Act; Appointment of Successor		120
Section 6.15 Additional Remedies of Trustee Upon Event of Default		124
Section 6.16 Waiver of Defaults		125
Section 6.17 Notification to Holders		125

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TABLE OF CONTENTS

(continued)

		Page

Section 6.18 Directions by Certificateholders and Duties of Trustee During Event of Default		125
Section 6.19 Action Upon Certain Failures of the Master Servicer and Upon Event of Default		126
Section 6.20 Preparation of Tax Returns and Other Reports		126
Section 6.21 Reporting Requirements of the Commission		132
Section 6.22 Indemnification by the Trustee		132
ARTICLE VII. PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND		133
Section 7.01 Purchase of Mortgage Loans; Termination of the Trust Fund Upon Purchase or Liquidation of Mortgage Loans		133
Section 7.02 Procedure Upon Termination of Trust Fund		135
Section 7.03 Additional Trust Fund Termination Requirements		135
Section 7.04 Optional Purchase Right of NIMS Insurer		136
Section 7.05 Grantor Trust Termination		136
ARTICLE VIII. RIGHTS OF CERTIFICATEHOLDERS		136
Section 8.01 Limitation on Rights of Holders		136
Section 8.02 Access to List of Holders		137
Section 8.03 Acts of Holders of Certificates		138
ARTICLE IX. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER		139
Section 9.01 Duties of the Master Servicer		139
Section 9.02 Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy		139
Section 9.03 Master Servicer’s Financial Statements and Related Information		140
Section 9.04 Power to Act; Procedures		140
Section 9.05 Enforcement of Servicers’ and Master Servicer’s Obligations		142
Section 9.06 Collection of Taxes, Assessments and Similar Items		143
Section 9.07 Termination of Servicing Agreements; Successor Servicers		144
Section 9.08 Master Servicer Liable for Enforcement		144
Section 9.09 No Contractual Relationship Between the Servicer, Any NIMS Insurer and Trustee or Depositor		145

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TABLE OF CONTENTS

(continued)

		Page

Section 9.10 Assumption of Servicing Agreement by the Trustee		145
Section 9.11 Due-on-Sale Clauses; Assumption Agreements; Easements		146
Section 9.12 Release of Mortgage Files		146
Section 9.13 Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee		147
Section 9.14 Representations and Warranties of the Master Servicer		149
Section 9.15 Opinion		151
Section 9.16 Standard Hazard and Flood Insurance Policies		151
Section 9.17 Presentment of Claims and Collection of Proceeds		152
Section 9.18 Maintenance of the Primary Mortgage Insurance Policies		152
Section 9.19 Trustee To Retain Possession of Certain Insurance Policies and Documents		152
Section 9.20 Realization Upon Defaulted Mortgage Loans		153
Section 9.21 Compensation to the Master Servicer		154
Section 9.22 REO Property		154
Section 9.23 Notice to the Sponsor, the Depositor and the Trustee		155
Section 9.24 Reports to the Trustee		155
Section 9.25 Assessment of Compliance and Attestation Reports		156
Section 9.26 Annual Statement of Compliance with Applicable Servicing Criteria		158
Section 9.27 Merger or Consolidation		158
Section 9.28 Resignation of Master Servicer		158
Section 9.29 Assignment or Delegation of Duties by the Master Servicer		159
Section 9.30 Limitation on Liability of the Master Servicer and Others		159
Section 9.31 Indemnification; Third Party Claims		160
Section 9.32 Special Servicing of Delinquent Mortgage Loans		161
Section 9.33 Allocation to Related Mortgage Pool		161
ARTICLE X. REMIC ADMINISTRATION		161
Section 10.01 REMIC Administration		161
Section 10.02 Prohibited Transactions and Activities		170

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TABLE OF CONTENTS

(continued)

		Page

Section 10.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status		171
Section 10.04 REO Property		171
ARTICLE XI. MISCELLANEOUS PROVISIONS		172
Section 11.01 Binding Nature of Agreement; Assignment		172
Section 11.02 Entire Agreement		172
Section 11.03 Amendment		172
Section 11.04 Voting Rights		174
Section 11.05 Provision of Information		174
Section 11.06 Governing Law		174
Section 11.07 Notices		174
Section 11.08 Severability of Provisions		175
Section 11.09 Indulgences; No Waivers		175
Section 11.10 Headings Not To Affect Interpretation		175
Section 11.11 Benefits of Agreement		175
Section 11.12 Special Notices to the Rating Agencies and NIMS Insurer		175
Section 11.13 Conflicts		176
Section 11.14 Counterparts		177
Section 11.15 Transfer of Servicing		177
Section 11.16 Third Party Rights		178

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ATTACHMENTS

Exhibit A		Forms of Certificates
Exhibit B-1		Form of Initial Certification
Exhibit B-2		Form of Interim Certification
Exhibit B-3		Form of Final Certification
Exhibit B-4		Form of Endorsement
Exhibit C		Request for Release of Documents and Receipt
Exhibit D-l		Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2		Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit E		Servicing Agreements
Exhibit F		Form of Rule 144A Transfer Certificate
Exhibit G		Form of Purchaser’s Letter for Institutional Accredited Investors
Exhibit H		Form of ERISA Transfer Affidavit
Exhibit I		[Reserved]
Exhibit J		[Reserved]
Exhibit K		Custodial Agreements
Exhibit L		[Reserved]
Exhibit M		[Reserved]
Exhibit N		[Reserved]
Exhibit O		Form of Interest Rate Cap Agreement
Exhibit P		Forms of Deferred Interest Cap Agreements
Exhibit Q-1		Additional Form 10-D Disclosure
Exhibit Q-2		Additional Form 10-K Disclosure
Exhibit Q-3		Additional Form 8-K Disclosure
Exhibit Q-4		Additional Disclosure Notification
Exhibit R		Servicing Criteria to be Addressed in Report on Assessment of Compliance
Exhibit S		Transaction Parties
Exhibit T		Form of Back-Up Xxxxxxxx-Xxxxx Certification
Exhibit U		Form of Back-Up Xxxxxxxx-Xxxxx Certification to be Provided by the Trustee
Exhibit V-1		Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S Global Security
Exhibit V-2		Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted Global Security


Schedule A		Mortgage Loan Schedule

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

As provided herein, the Trustee shall elect that the Trust Fund (other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class P Certificates and the Class P Reserve Funds, (iii) the Class X Account, (iv) the Interest Rate Cap Agreement and the Interest Rate Cap Account and (v) the Lower Tier Interests) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” and referred to herein separately as “REMIC AX,” “REMIC 1” and “REMIC 2”). Each Certificate (other than the Grantor Trust Certificates, the Class C Certificates, the Class R Certificates and the Class P Certificates) represents ownership of a regular interest in REMIC 2 for purposes of the REMIC Provisions. In addition, each LIBOR Certificate or MTA Certificate represents the right to receive certain payments with respect to Excess Interest as set forth herein. In addition, the Class 1-A2A Certificates represent ownership of the Interest Rate Cap Agreement. Each Grantor Trust Certificate represents a beneficial interest in a Grantor Trust holding the related Underlying Interest and certain other assets for the benefit of the Grantor Trust Certificates. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC AX, REMIC 1 and REMIC 2 for purposes of the REMIC Provisions.

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

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

REMIC AX

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

Class Designation	Interest Rate	Initial Class Principal Amount	Related Mortgage Pool

LTAX-1AX	(1)	(5)	Pool 1
LTAX-1Z	(2)	(6)	Pool 1
LTAX-2AX	(3)	(7)	Pool 2
LTAX-2Z	(2)	(6)	Pool 2
LTAX-3AX	(4)	(8)	Pool 3
LTAX-3Z	(2)	(6)	Pool 3
LTAX-R	(9)	(9)	N/A

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for this REMIC AX Interest is a per annum rate equal to the Net WAC for Pool 1 for such Distribution Date multiplied by 30 and divided by the actual number of days in the related Accrual Period. This REMIC AX Interest shall accrue interest on an “actual/360” basis.

(2)	The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of the these REMIC AX Interests is a per annum rate equal to the Net WAC for the related Mortgage Pool. Each of theses REMIC AX Interests shall accrue interest on a “30/360” basis.

(3)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for this REMIC AX Interest is a per annum rate equal to the Net WAC for Pool 2 for such Distribution Date multiplied by 30 and divided by the actual number of days in the related Accrual Period. This REMIC AX Interest shall accrue interest on an “actual/360” basis.

(4)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for this REMIC AX Interest is a per annum rate equal to the Net WAC for Pool 3 for such Distribution Date multiplied by 30 and divided by the actual number of days in the related Accrual Period. This REMIC AX Interest shall accrue interest on an “actual/360” basis.

(5)	The initial principal amount for this REMIC AX Interest shall equal 30% of the aggregate initial principal amount of the Class 1-A1, 1-A2A, 1-A2B and 1-A3 Certificates.

(6)

The initial principal amount for each of these REMIC AX Interests shall equal the excess of (i) the Pool Balance of the related Mortgage Pool as of the Cut-off Date over (ii) the initial principal amount of the REMIC AX Interest with the designation ending with “X” that is related to the same Mortgage Pool.

(7)	The initial principal amount for this REMIC AX Interest shall equal 30% of the initial principal amount of the Class 2-A Certificates.

(8)	The initial principal amount for this REMIC AX Interest shall equal the 30% of the aggregate initial principal amount of the Class 3-A1A, Class 3-A2A, 3-A2B and Class 3-AC Certificates.

(9)	The Class LTAX-R Interest is the sole Class of residual interest in REMIC AX. It does not have an interest rate or a principal balance. The Class LTAX-R Interest shall be represented by the Class R Certificates.

REMIC 1

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

Class Designation	Interest Rate	Initial Class Principal Amount	Related Mortgage Pool or Senior Certificates	Corresponding Class of Certificates

LT1-1A1	(1)	(8)	N/A	1-A1 Underlying Interest
LT1-1A2A	(1)	(8)	N/A	1-A2A Underlying Interest
LT1-1A2B	(1)	(8)	N/A	1-A2B Underlying Interest
LT1-1A3	(1)	(8)	N/A	1-A3 Underlying Interest
LT1-2A	(1)	(8)	N/A	2-A
LT1-3A1A	(1)	(8)	N/A	3-A1A Underlying Interest
LT1-3A2A	(1)	(8)	N/A	3-A2A
LT1-3A2B	(1)	(8)	N/A	3-A2B
LT1-3AC	(1)	(8)	N/A	3-AC Underlying Interest
LT1-M1	(1)	(8)	N/A	M1
LT1-M2	(1)	(8)	N/A	M2
LT1-M3	(1)	(8)	N/A	M3
LT1-M4	(1)	(8)	N/A	M4
LT1-M5	(1)	(8)	N/A	M5
LT1-M6	(1)	(8)	N/A	M6
LT1-M7	(1)	(8)	N/A	M7
LT1-M8	(1)	(8)	N/A	M8
LT1-M9	(1)	(8)	N/A	M9
LT1-M10	(1)	(8)	N/A	X00
XX0-X00	(1)	(8)	N/A	X00
XX0-X00	(1)	(8)	N/A	M12
LT1-XI	(1)	(9)	N/A	N/A
LT1-IA	(1)	(10)	Pool 1/ Pool 1 Senior Certificates	N/A
LT1-IB	(2)	(11)	Pool 1/ Pool 1 Senior Certificates	N/A
LT1-IIA	(1)	(12)	Pool 2/ Pool 2 Senior Certificates	N/A
LT1-IIB	(3)	(13)	Pool 2/ Pool 2 Senior Certificates	N/A
LT1-IIIA	(1)	(14)	Pool 3/ Pool 3 Senior Certificates	N/A
LT1-IIIB	(4)	(15)	Pool 3/ Pool 3 Senior Certificates	N/A
LT1-XII	(1)	(16)	N/A	N/A
LT1-1AX	(5)	(5)	N/A	N/A
LT1-2AX	(6)	(6)	N/A	N/A
LT1-3AX	(7)	(7)	N/A	N/A
LT1-R	(17)	(17)	N/A	N/A

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC 1 Interests is a per annum rate equal to the Net Rate which, for purposes of the REMIC Provisions, shall be the equivalent of the weighted average of the interest rates on each of the REMIC AX Regular Interests; provided however, such weighted average shall be computed by first (i) for each Distribution Date through the Distribution Date in March 2047, capping the rate on the Class LTAX-1AX Interest at LIBOR plus 0.160% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.320% (for each such Distribution Date after the Initial Optional Termination Date); (ii) for each Distribution Date through the Distribution Date in March 2047, capping the rate on the Class LTAX-2AX Interest at LIBOR plus 0.200% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.400% (for each such Distribution Date after the Initial Optional Termination Date); (iii) for each Distribution Date through the Distribution Date in March 2047, capping the rate on the Class LTAX-3AX Interest at LIBOR plus 0.290% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.580% (for each such Distribution Date after the Initial Optional Termination Date); and (iv) for each Distribution Date, multiplying the rate on each of the Class LTAX-1Z, Class LTAX-2Z and Class LTAX-3Z Interests by 30 and dividing it by the actual number of days in the related Accrual Period.

(2)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for the Class LT1-IB Interest is a per annum rate equal to the Pool 1 Net Funds Cap which, for purposes of the REMIC Provisions, shall be the equivalent of the weighted average of the interest rates on the Class LTAX-1AX and Class LTAX-1Z Interests; provided however, such weighted average shall be computed by first (i) for each Distribution Date through the Distribution Date in March 2047, capping the rate on the Class LTAX-1AX Interest at LIBOR plus 0.160% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.320% (for each such Distribution Date after the Initial Optional Termination Date); and (ii) for each Distribution Date, multiplying the rate on the Class LTAX-1Z Interest by 30 and dividing it by the actual number of days in the related Accrual Period.

(3)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for the Class LT1-IIB Interest is a per annum rate equal to the Pool 2 Net Funds Cap which, for purposes of the REMIC Provisions, shall be the equivalent of the weighted average of the interest rates on the Class LTAX-2AX and Class LTAX-2Z Interests; provided however, such weighted average shall be computed by first (i) for each Distribution Date through the Distribution Date in March 2047, capping the rate on the Class LTAX-2AX Interest at LIBOR plus 0.200% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.400% (for each such Distribution Date after the Initial Optional Termination Date); and (ii) for each Distribution Date, multiplying the rate on the Class LTAX-2Z Interest by 30 and dividing it by the actual number of days in the related Accrual Period.

(4)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for the Class LT1-IIIB Interest is a per annum rate equal to the Pool 3 Net Funds Cap which, for purposes of the REMIC Provisions, shall be the equivalent of the weighted average of the interest rates on the Class LTAX-3AX and Class LTAX-3Z Interests; provided however, such weighted average shall be computed by first (i) for each Distribution Date through the Distribution Date in March 2047, capping the rate on the LTAX-3AX Interest at LIBOR plus 0.290% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.580% (for each such Distribution Date after the Initial Optional Termination Date); and (ii) for each Distribution Date, multiplying the rate on the Class LTAX-3Z Interest by 30 and dividing it by the actual number of days in the related Accrual Period.

(5)

The Class LT1-1AX Interest shall not be entitled to principal and shall be entitled to interest on each Distribution Date in an amount equal to the amount of any interest accrued on the Class 1-AX Certificates for such Distribution Date. For purposes of the REMIC Provisions, the Class LT1-1AX Interest shall be entitled to a “specified portion” of the interest accrued on the Class LTAX-1AX Interest for each Distribution Date through the Distribution Date in March 2047, with such specified portion being equal to all interest accrued thereon in excess of the interest thereon at a variable rate. Such variable rate shall equal LIBOR plus 0.160% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.320% (for each such Distribution Date after the Initial Optional Termination Date).

(6)

The Class LT1-2AX Interest shall not be entitled to principal and shall be entitled to interest on each Distribution Date in an amount equal to the amount of any interest accrued on the Class 2-AX Certificates for such Distribution Date. For purposes of the REMIC Provisions, the Class LT1-2AX Interest shall be entitled to a “specified portion” of the interest accrued on the Class LTAX-2AX Interest for each Distribution Date through the Distribution Date in March 2047, with such specified portion being equal to all interest accrued thereon in excess of the interest thereon at a variable rate. Such variable rate shall equal LIBOR plus 0.200% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.400% (for each such Distribution Date after the Initial Optional Termination Date).

(7)

The Class LT1-3AX Interest shall not be entitled to principal and shall be entitled to interest on each Distribution Date in an amount equal to the amount of any interest accrued on the Class 3-AX Certificates for such Distribution Date. For purposes of the REMIC Provisions, the Class LT1-3AX Interest shall be entitled to a “specified portion” of the interest accrued on the Class LTAX-3AX Interest for each Distribution Date through the Distribution Date in March 2047, with such specified portion being equal to all interest accrued thereon in excess of the interest thereon at a variable rate. Such variable rate shall equal LIBOR plus 0.290% (for each such Distribution Date through the Initial Optional Termination Date) or LIBOR plus 0.580% (for each such Distribution Date after the Initial Optional Termination Date).

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

(9)	The initial principal amount for the Class LT1-XI Interest shall equal the excess of (i) 50% of the aggregate Pool Balance of Pool 1, Pool 2 and Pool 3 as of the Cut-off Date over (ii) the aggregate initial principal balance of the REMIC 1-I Marker Classes.

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

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

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

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

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

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

(16)	The initial principal amount for the Class LT1-XII Interest shall equal the excess of (i) 50% of the aggregate Pool Balance of Pool 1, Pool 2 and Pool 3 as of the Cut-off Date over (ii) the aggregate initial principal balance of the REMIC 1-II Marker Classes.

(17)	The Class LT1-R Interest is the sole Class of residual interest in REMIC 1. It does not have an interest rate or a principal balance. The Class LT1-R Interest shall be represented by the Class R Certificates.

Each of the REMIC 1 Regular Interests shall accrue interest on an “actual/360” basis.

REMIC 2

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

Class Designation	Interest Rate	Initial Class Principal Amount	Class of Related Certificates

LT2-1A1U	(1)	(2)	1-A1 Underlying Interest
LT2-1A2AU	(1)	(2)	1-A2A Underlying Interest
LT2-1A2BU	(1)	(2)	1-A2B Underlying Interest
LT2-1A3U	(1)	(2)	1-A3 Underlying Interest
LT2-2A	(1)	(2)	2-A
LT2-3A1AU	(1)	(2)	3-A1A Underlying Interest
LT2-3A2A	(1)	(2)	3-A2A
LT2-3A2B	(1)	(2)	3-A2B
LT2-3ACU	(1)	(2)	3-AC Underlying Interest
LT2-M1	(1)	(2)	M1
LT2-M2	(1)	(2)	M2
LT2-M3	(1)	(2)	M3
LT2-M4	(1)	(2)	M4
LT2-M5	(1)	(2)	M5
LT2-M6	(1)	(2)	M6
LT2-M7	(1)	(2)	M7
LT2-M8	(1)	(2)	M8
LT2-M9	(1)	(2)	M9
LT2-M10	(1)	(2)	X00
XX0-X00	(1)	(2)	X00
XX0-X00	(1)	(2)	M12
Uncertificated Class X Interest	(3)	(3)	N/A
Class 1-AX Certificates	(4)	(4)	N/A
Class 2-AX Certificates	(4)	(4)	N/A
Class 3-AX Certificates	(4)	(4)	N/A
Residual Interest	(5)	(5)	N/A

(1)

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

(2)	The initial principal balance for each of these REMIC 2 Interests shall equal the initial principal balance of the Related Certificates.

(3)

The Uncertificated Class X Interest shall have an initial principal balance equal to $10,825,895.66. The Uncertificated Class X Interest shall accrue interest on a notional balance equal to the Class X Notional Balance at a rate equal to the Class X Interest Rate. The Uncertificated Class X Interest shall be represented by the Class X Certificates.

(4)	The Notional Certificates shall have the entitlements described in this Agreement.

(5)	The Residual Interest is the sole Class of residual interest in REMIC 2. It does not have an interest rate or a principal balance. The Residual Interest shall be represented by the Class R Certificates.

The Certificates

The following table sets forth (or describes) the Class designation, Certificate Interest Rate, initial Class Principal Amount (or Class Notional Amount) and minimum denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder. Each LIBOR Certificate, MTA Certificate, Notional Certificate and Class X Certificate represents ownership of regular interests in REMIC 2 and, in the case of the LIBOR Certificates and MTA Certificates, rights to certain other payments as set forth herein. Each Grantor Trust Certificate represents a beneficial interest in a Grantor Trust, the assets of which consist of the related Underlying Interest, the related Deferred Interest Cap Agreement and the related Deferred Interest Cap Account.

Class Designation	Interest Rate	Initial Class Principal Amount or Class Notional Amount	Minimum Denominations

Class 1-A1 Underlying Interest	(1)	$402,024,000
Class 1-A1	(2)	$402,024,000	$ 25,000.00
Class 1-A2A Underlying Interest	(3)	$78,294,000
Class 1-A2A	(4)	$78,294,000	$ 25,000.00
Class 1-A2B Underlying Interest	(5)	$19,573,000
Class 1-A2B	(6)	$19,573,000	$ 25,000.00
Class 1-A3 Underlying Interest	(7)	$100,000,000
Class 1-A3	(8)	$100,000,000	$ 25,000.00
Class 1-AX	(9)	$179,967,300	$1,000,000.00
Class 2-A	(10)	$793,864,000	$ 25,000.00
Class 2-AX	(11)	$238,159,200	$1,000,000.00
Class 3-A1A Underlying Interest	(12)	$212,045,000
Class 3-A1A	(13)	$212,045,000	$ 25,000.00
Class 3-A2A	(14)	$200,000,000	$ 25,000.00
Class 3-A2B	(15)	$66,683,000	$ 25,000.00
Class 3-AC Underlying Interest	(16)	$53,858,000
Class 3-AC	(17)	$53,858,000	$ 25,000.00
Class 3-AX	(18)	$159,775,800	$1,000,000.00
Class M1	(19)	$48,699,000	$ 100,000.00
Class M2	(20)	$43,288,000	$ 100,000.00
Class M3	(21)	$16,233,000	$ 100,000.00
Class M4	(22)	$32,466,000	$ 100,000.00
Class M5	(23)	$10,822,000	$ 100,000.00
Class M6	(24)	$10,822,000	$ 100,000.00
Class M7	(25)	$10,822,000	$ 100,000.00
Class M8	(26)	$10,822,000	$ 100,000.00
Class M9	(27)	$10,822,000	$ 100,000.00
Class M10	(28)	$10,822,000	$ 100,000.00
Class M11	(29)	$10,822,000	$ 100,000.00
Class M12	(30)	$10,822,000	$ 100,000.00
Class X	(31)	(31)	(32)
Class 1-AP	(33)	$100	$10
Class 2-AP	(33)	$100	$10
Class 3-AP	(33)	$100	$10
Class R	(34)	(34)	(32)
Class C	(35)	(35)	(32)

(1)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A1 Underlying Interest is the per annum rate equal to the lesser of (i) LIBOR plus 0.130% (the “1-A1U Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A1 Underlying Interest will be LIBOR plus 0.260%.

(2)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.130% (the “1-A1 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A1 Certificates will be LIBOR plus 0.260%.

(3)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A2A Underlying Interest is the per annum rate equal to the lesser of (i) LIBOR plus 0.160% (the “1-A2AU Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A2A Underlying Interest will be LIBOR plus 0.320%.

(4)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A2A Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.160% (the “1-A2A Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A2A Certificates will be LIBOR plus 0.320%.

(5)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A2B Underlying Interest is the per annum rate equal to the lesser of (i) LIBOR plus 0.180% (the “1-A2BU Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A2B Underlying Interest will be LIBOR plus 0.360%.

(6)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A2B Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.180% (the “1-A2B Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A2B Certificates will be LIBOR plus 0.360%.

(7)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A3 Underlying Interest is the per annum rate equal to the lesser of (i) LIBOR plus 0.240% (the “1-A3U Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A3 Underlying Interest will be LIBOR plus 0.480%.

(8)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.240% (the “1-A3 Margin”) and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 1-A3 Certificates will be LIBOR plus 0.480%.

(9)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) until and including the Distribution Date in March 2047 for the Class 1-AX Certificates is the per annum rate equal to the weighted average of the Net Mortgage Rates for the Pool 1 Mortgage Loans as of the first day of the related Collection Period minus the product of (i) LIBOR plus 0.160% through the Initial Optional Termination Date or LIBOR plus 0.320% after the Initial Optional Termination Date and (ii) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 30. The Class 1-AX Certificates will not be entitled to distributions of any kind after the Distribution Date in March 2047.

(10)

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

(11)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) until and including the Distribution Date in March 2047 for the Class 2-AX Certificates is the per annum rate equal to the weighted average of the Net Mortgage Rates for the Pool 2 Mortgage Loans as of the first day of the related Collection Period minus the product of (i) LIBOR plus 0.200% through the Initial Optional Termination Date or LIBOR plus 0.400% after the Initial Optional Termination Date and (ii) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 30. The Class 2-AX Certificates will not be entitled to distributions of any kind after the Distribution Date in March 2047.

(12)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 3-A1A Underlying Interest is the per annum rate equal to the lesser of (i) LIBOR plus 0.200% (the “3-A1AU Margin”) and (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 3-A1A Underlying Interest will be LIBOR plus 0.400%.

(13)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 3-A1A Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.200% (the “3-A1A Margin”) and (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 3-A1A Certificates will be LIBOR plus 0.400%.

(14)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 3-A2A Certificates is the per annum rate equal to the lesser of (i) One-Year MTA plus 0.750% (the “3-A2A Margin”) and (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 3-A2A Certificates will be One-Year MTA plus 1.500%.

(15)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 3-A2B Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.220% (the “3-A2B Margin”) and (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 3-A2B Certificates will be LIBOR plus 0.440%.

(16)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 3-AC Underlying Interest is the per annum rate equal to the lesser of (i) LIBOR plus 0.260% (the “3-ACU Margin”) and (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 3-AC Underlying Interest will be LIBOR plus 0.520%.

(17)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 3-AC Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.260% (the “3-AC Margin”) and (ii) the Pool 3 Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class 3-AC Certificates will be LIBOR plus 0.520%.

(18)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) until and including the Distribution Date in March 2047 for the Class 3-AX Certificates is the per annum rate equal to the weighted average of the Net Mortgage Rates for the Pool 3 Mortgage Loans as of the first day of the related Collection Period minus the product of (i) LIBOR plus 0.290% through the Initial Optional Termination Date or LIBOR plus 0.580% after the Initial Optional Termination Date and (ii) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 30. The Class 3-AX Certificates will not be entitled to distributions of any kind after the Distribution Date in March 2047.

(19)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.450% (the “M1 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M1 Certificates will be LIBOR plus 0.675%.

(20)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.500% (the “M2 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M2 Certificates will be LIBOR plus 0.750%.

(21)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.700% (the “M3 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M3 Certificates will be LIBOR plus 1.050%.

(22)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.000% (the “M4 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M4 Certificates will be LIBOR plus 1.500%.

(23)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.200% (the “M5 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M5 Certificates will be LIBOR plus 1.800%.

(24)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M6 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.500% (the “M6 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M6 Certificates will be LIBOR plus 2.250%.

(25)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M7 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.750% (the “M7 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M7 Certificates will be LIBOR plus 2.625%.

(26)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M8 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.750% (the “M8 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M8 Certificates will be LIBOR plus 2.625%.

(27)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M9 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.750% (the “M9 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M9 Certificates will be LIBOR plus 2.625%.

(28)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M10 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.750% (the “M10 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M10 Certificates will be LIBOR plus 2.625%.

(29)

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

(30)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M12 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.750% (the “M12 Margin”) and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M12 Certificates will be LIBOR plus 2.625%.

(31)	Class X Certificate shall have an initial principal balance of $10,825,895.66. For each Distribution Date, the Class X Certificate shall be entitled to the Class X Current Interest. Unpaid interest on the Class X Certificates shall not itself bear interest.

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

(33)

The Class 1-AP Certificates will be entitled to receive Prepayment Premiums paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 1. The Class 2-AP Certificates will be entitled to receive Prepayment Premiums paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 2. The Class 3-AP Certificates will be entitled to receive Prepayment Premiums paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 3.

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

(35)

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

As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $2,164,428,895.66.

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

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions.

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

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

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

1-A1U Margin: As defined in footnote (1) of the Preliminary Statement under the caption “The Certificates”.

1-A2A Margin: As defined in footnote (4) of the Preliminary Statement under the caption “The Certificates”.

1-A2AU Margin: As defined in footnote (3) of the Preliminary Statement under the caption “The Certificates”.

1-A2B Margin: As defined in footnote (6) of the Preliminary Statement under the caption “The Certificates”.

1-A2BU Margin: As defined in footnote (5) of the Preliminary Statement under the caption “The Certificates”.

1-A3 Margin: As defined in footnote (8) of the Preliminary Statement under the caption “The Certificates”.

1-A3U Margin: As defined in footnote (7) of the Preliminary Statement under the caption “The Certificates”.

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

3-A1A Margin: As defined in footnote (13) of the Preliminary Statement under the caption “The Certificates”.

3-A1AU Margin: As defined in footnote (12) of the Preliminary Statement under the caption “The Certificates”.

3-A2A Margin: As defined in footnote (14) of the Preliminary Statement under the caption “The Certificates”.

3-A2B Margin: As defined in footnote (15) of the Preliminary Statement under the caption “The Certificates”.

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

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

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

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

Accrual Period: For the LIBOR Certificates, the Notional Certificates, the Grantor Trust Certificates and the Related REMIC 2 Interests for each Distribution Date, the period beginning on the immediately preceding Distribution Date (or, in the case of the first Accrual Period, (x) on March 30, 2007, in the case of the Class 1-AX, Class 2-AX and Class 3-AX Certificates and (y) on March 25, 2007, in the case of all other Classes) and ending on the day immediately preceding the related Distribution Date. For the MTA Certificates and the Related REMIC 2 Interests for each Distribution Date, the calendar month immediately preceding the month in which the related Distribution Date occurs. The LIBOR Certificates, the Grantor Trust Certificates and their Related REMIC 2 Interests shall accrue interest on the basis of a 360-day year and the actual number of days in each Accrual Period. The Notional Certificates, the MTA Certificates and their related REMIC 2 Interests shall accrue interest on the basis of a 360-day year consisting of twelve 30-day months.

Act: As defined in Section 3.03(c)(i).

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

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

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

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

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

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

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

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

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

Applicants: As defined in Section 8.02(b).

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

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

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

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

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

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

Authorized Officer: Not applicable.

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

Balance Guaranteed Cap Agreement: Not applicable.

Balance Guaranteed Cap Agreement Account: Not applicable.

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

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

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

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

Basis Risk Payment: With respect to any Distribution Date, an amount equal to the sum of (i) any Basis Risk Shortfall for such Distribution Date not otherwise funded out of amounts received on the Interest Rate Cap Agreement and (ii) any Unpaid Basis Risk Shortfall for such Distribution Date not otherwise funded out of amounts received on the Interest Rate Cap Agreement. The amount of the Basis Risk Payment for any Distribution Date, however, cannot exceed the amount of Monthly Excess Cashflow that would be distributable to the Class X Certificate pursuant to Section 5.02(d) hereof on such Distribution Date (as determined under the definition of “Class X Distributable Amount” without regard to the Basis Risk Payment for such Distribution Date).

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

Basis Risk Shortfall: With respect to any Distribution Date and any Class of LIBOR Certificates or MTA Certificates, the amount by which the amount of interest calculated at the Certificate Interest Rate applicable to such Class for such date, determined without regard to the applicable Net Funds Cap for such date but subject to a cap equal to the applicable Maximum Interest Rate, exceeds the amount of interest calculated at the applicable Net Funds Cap. Notwithstanding the foregoing, the amount of any Basis Risk Shortfall for any class of Certificates in respect of any Distribution Date may not exceed the amount, if any, by which (x) the amount payable at the applicable Maximum Interest Rate exceeds (y) the amount payable at the applicable Net Funds Cap.

Benefit Plan Opinion: Not applicable.

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

Bulk PMI Policy: Not applicable.

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

Cap Agreement: Not applicable.

Cap Agreement Account: Not applicable.

Cap Deferred Interest Amount: As of any Distribution Date and with respect to each Class of Grantor Trust Certificates, the amount, if any, of Net Negative Amortization allocated to the related Underlying Interest, as applicable, to the extent covered by a previous payment made by the Cap Provider and not previously paid to the Cap Provider.

Cap Payment Date: For so long as any Deferred Interest Cap Agreement is in effect or any amounts remain unpaid thereunder, the Business Day prior to each Distribution Date.

Cap Provider: Xxxxxx Brothers Special Financing Inc.

Cap Termination Payment: Upon an optional termination pursuant to Section 7.01(b), any payment required to be made to the Cap Provider or by the Cap Provider to the Trustee pursuant to the terms of the Interest Rate Cap Agreement or applicable Deferred Interest Cap Agreement, and any unpaid amounts due on previous Cap Payment Dates and accrued interest thereon as provided in the Interest Rate Cap Agreement or applicable Deferred Interest Cap Agreement, as calculated by the Cap Provider and furnished to the Trustee.

Capitalized Interest Account: Not applicable.

Capitalized Interest Amount: Not applicable.

Carryforward Interest: With respect to any Distribution Date and any Class of LIBOR Certificates, MTA Certificates, Notional Certificates or Grantor Trust Certificates, the sum of (i) the amount, if any, by which (x) the sum of (A) Current Interest for such Class for the immediately preceding Distribution Date and (B) any unpaid Carryforward Interest for such Class from previous Distribution Dates exceeds (y) the amount distributed in respect of interest on such Class on such immediately preceding Distribution Date, and (ii) interest on such amount (other than, in the case of the Class 1-AX, Class 2-AX and Class 3-AX Certificates, any portion of such amount resulting from Net Negative Amortization) for the related Accrual Period at the applicable Certificate Interest Rate. Carryforward Interest shall not include amounts attributable to an allocation of Net Negative Amortization (except in the case of the Class 1-AX, Class 2-AX and Class 3-AX Certificates).

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

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

Certificate Group: Not applicable.

Certificate Insurance Policy: Not applicable.

Certificate Insurance Premium: Not applicable.

Certificate Insurer: Not applicable.

Certificate Insurer Default: Not applicable.

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

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

Certificate Principal Amount: With respect to any Certificate (other than the Class X, Class C and Class R Certificates and any Notional Certificates) and any Distribution Date, the initial Certificate Principal Amount thereof on the Closing Date, less the amount of all principal distributions previously distributed with respect to such Certificate prior to such Distribution Date, and as reduced by any Applied Loss Amount previously allocated thereto, plus, in the case of any Negative Amortization Certificate, any Net Negative Amortization allocated thereto on previous Distribution Dates; provided, however, that on each Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Certificate that has been reduced by application of an Applied Loss Amount will be increased, in order of seniority, by an amount (to be applied pro rata to all Certificates of such Class) equal to the lesser of (1) any Deferred Amount for each such Class immediately prior to such date and (2) the total amount of any Subsequent Recovery distributed on such date to Certificateholders, after application (for this purpose) to more senior Classes of such Certificates. The Notional Certificates, Class X, Class C and Class R 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(d)(iv).

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

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

Class 1-A1 Grantor Trust: The Grantor Trust formed pursuant to this Agreement, the assets of which consist of (i) the Class 1-A1 Underlying Interest and (ii) the related Deferred Interest Cap Agreement and Deferred Interest Cap Account.

Class 1-A1 Underlying Interest: The Underlying Interest related to the Class 1-A1 Certificates.

Class 1-A2A Grantor Trust: The Grantor Trust formed pursuant to this Agreement, the assets of which consist of (i) the Class 1-A2A Underlying Interest and (ii) the related Deferred Interest Cap Agreement and Deferred Interest Cap Account.

Class 1-A2A Underlying Interest: The Underlying Interest related to the Class 1-A2A Certificates.

Class 1-A2B Grantor Trust: The Grantor Trust formed pursuant to this Agreement, the assets of which consist of (i) the Class 1-A2B Underlying Interest and (ii) the related Deferred Interest Cap Agreement and Deferred Interest Cap Account.

Class 1-A2B Underlying Interest: The Underlying Interest related to the Class 1-A2B Certificates.

Class 1-A3 Grantor Trust: The Grantor Trust formed pursuant to this Agreement, the assets of which consist of (i) the Class 1-A3 Underlying Interest and (ii) the related Deferred Interest Cap Agreement and Deferred Interest Cap Account.

Class 1-A3 Underlying Interest: The Underlying Interest related to the Class 1-A3 Certificates.

Class 1-AP Reserve Fund: As defined in Section 5.07(a).

Class 2-AP Reserve Fund: As defined in Section 5.07(a).

Class 3-A1A Grantor Trust: The Grantor Trust formed pursuant to this Agreement, the assets of which consist of (i) the Class 3-A1A Underlying Interest and (ii) the related Deferred Interest Cap Agreement and Deferred Interest Cap Account.

Class 3-A1A Underlying Interest: The Underlying Interest related to the Class 3-A1A Certificates.

Class 3-AC Grantor Trust: The Grantor Trust formed pursuant to this Agreement, the assets of which consist of (i) the Class 3-AC Underlying Interest and (ii) the related Deferred Interest Cap Agreement and Deferred Interest Cap Account.

Class 3-AC Underlying Interest: The Underlying Interest related to the Class 3-AC Certificates.

Class 3-AP Reserve Fund: As defined in Section 5.07(a).

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

Class C Mortgage Loan: Any Mortgage Loan which has become a Liquidated Mortgage Loan on or prior to the Collection Period ending on March 1, 2010.

Class CX Excess Cap Amount: Not applicable.

Class I Shortfalls: Not applicable.

Class Notional Amount: With respect to the Class 1-AX Certificates for any Distribution Date, an amount equal to 30% of the aggregate Class Principal Amounts of the Pool 1 Senior Certificates (other than the Class 1-AX Certificates) immediately prior to such Distribution Date. The initial Class Notional Amount of the Class 1-AX Certificates is $179,967,300. With respect to the Class 2-AX Certificates for any Distribution Date, an amount equal to 30% of the Class Principal Amount of the Class 2-A Certificates immediately prior to such Distribution Date. The initial Class Notional Amount of the Class 2-AX Certificates is $238,159,200. With respect to the Class 3-AX Certificates for any Distribution Date, an amount equal to 30% of the aggregate Class Principal Amounts of the Pool 3 Senior Certificates (other than the Class 3-AX Certificates) immediately prior to such Distribution Date. The initial Class Notional Amount of the Class 3-AX Certificates is $159,775,800.

Class P Certificate: Any Class 1-AP, Class 2-AP or 3-AP Certificate.

Class P Reserve Funds: The Class 1-AP Reserve Fund, the Class 2-AP Reserve Fund and the Class 3-AP Reserve Fund.

Class P Interest: Not applicable.

Class P Principal Amount: Not applicable.

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

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

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

Class X Account Termination Date: The Distribution Date in March 2010.

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

Class X Distributable Amount: On any Distribution Date, the excess of (i) the sum of (x) $10,825,895.66 and (y) the aggregate Class X Current Interest for such Distribution Date and all prior Distribution Dates over (ii) the sum of (w) the aggregate payments in respect of Excess Interest for such Distribution Date and all prior Distribution Dates and (x) all prior distributions to the Class X Certificate under Section 5.02(d)(vi) hereof.

Class X Interest Rate: For any Distribution Date, the excess of (i) the weighted average of the interest rates on the REMIC 1 Regular Interests (other than the Class LT1-1AX Interest, the Class LT1-2AX Interest and the Class LT1-3AX Interest) over (ii) two times the weighted average of the interest rates on the REMIC 1-I Marker Classes and the Class LT1-XI Interest (treating for purposes of this clause (ii) the interest rate on each of the REMIC 1-I Marker Classes as being subject to a cap and a floor equal to the interest rate of the Related REMIC 2 Interest of the Corresponding Classes of Certificates (as adjusted, if necessary, to reflect the length of the Accrual Period for the LIBOR Certificates) and treating the interest rate on the Class LT1-XI Interest as capped at zero). The average described in the preceding sentence shall be weighted on the basis of the respective principal balances of the REMIC 1 Regular Interests immediately prior to such Distribution Date.

Class X Notional Balance: With respect to any Distribution Date (and the related Accrual Period), the aggregate principal balance of the REMIC 1 Regular Interests (other than the Class LT1-1AX Interest, the Class LT1-2AX Interest and the Class LT1-3AX Interest) immediately prior to such Distribution Date.

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: March 30, 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.

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

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

Commission: The Securities and Exchange Commission.

Commitment Letter: Not applicable.

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

Component: Not applicable.

Component Interest Rate: Not applicable.

Component Notional Amount: Not applicable.

Conventional Loan: Not applicable.

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

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

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

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

Cooperative Shares: Shares issued by a Cooperative Corporation.

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

Corporate Trust Office: The principal corporate trust office of the Trustee is located at U.S. Bank National Association, One Federal Street, 3rd Floor, Boston, M.A. 02110, Attention: LXS 2007-4N.

Corresponding Class: The Class of Certificates that corresponds to a Class of Lower Tier Interests in REMIC 1 and as described in the Preliminary Statement.

Coupon Strip: Not applicable.

Coupon Strip Adjusted Net WAC: Not applicable.

Coupon Strip Rate: Not applicable.

Credit Score: Not applicable.

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

Distribution Date		Loss Percentage

April 2010 through May 2011		0.70% for the first month plus and additional 1/12^th of 0.40% for each month thereafter.

April 2011 through May 2012		1.10% for the first month plus an additional 1/12th of 0.35% for each month thereafter.

April 2012 through May 2013		1.45% for the first month plus an additional 1/12th of 0.15% for each month thereafter.

April 2013 and thereafter		1.60%.

Current Interest: With respect to any Class of LIBOR Certificates, MTA Certificates, Notional Certificates or Grantor Trust Certificates and any Distribution Date, the aggregate amount of interest accrued at the applicable Certificate Interest Rate during the related Accrual Period on the Class Principal Amount or Class Notional Amount of such Class immediately prior to such Distribution Date minus the Net Negative Amortization, if any, allocated to that Class for that Distribution Date in accordance with Section 5.02.

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

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

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

Cut-off Date: With respect to all Mortgage Loans, March 1, 2007.

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

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

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

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

Deferred Interest Cap Account: Each of the separate Eligible Accounts created and initially maintained by the Trustee entitled: “Class 1-A1 Deferred Interest Cap Account, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-4N,” “Class 1-A2A Deferred Interest Cap Account, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-4N,” “Class 1-A2B Deferred Interest Cap Account, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-4N,” “Class 1-A3 Deferred Interest Cap Account, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-4N,” “Class 3-A1A Deferred Interest Cap Account, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-4N” and “Class 3-AC Deferred Interest Cap Account, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-4N.”

Deferred Interest Cap Agreement: With respect to each Class of Grantor Trust Certificates, the transaction evidenced by a confirmation between the Trustee and the Cap Provider in the form attached as Exhibit P.

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.

Delinquency Event: With respect to any Distribution Date, a “Delinquency Event” shall occur if the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding month equals or exceeds, for Distribution Dates prior to April 2013, 25.35%, and, for Distribution Dates during or after April 2013, 31.70% of the Senior Enhancement Percentage for such Distribution Date.

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

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

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

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

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

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

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

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

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

Due for Payment: Not applicable.

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

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

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

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

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

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

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

(vi) a Qualified GIC;

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

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

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

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

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

ERISA-Restricted Certificate: Any Class X or Class C Certificate and any other Certificate as long as the acquisition and holding of such other Certificate is not covered by and exempt under the Underwriter’s Exemption.

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

Escrow Account: As defined in Section 9.06(a).

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

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

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

Excess Principal Allocation Percentage: For any Distribution Date and for each Mortgage Pool (other than any Mortgage Pool for which the Class Principal Amounts of each Class of the related Senior Certificates have been reduced to zero), the fraction, expressed as a percentage, the numerator of which is the excess, if any, of (i) the aggregate of the Class Principal Amounts of the related Senior Certificates (other than any class of Notional Certificates) immediately prior to such Distribution Date over (ii) the Principal Distribution Amount for such Mortgage Pool for such Distribution Date and the denominator of which is the sum of (i) such numerator and (ii) the amount that such numerator would equal if computed with reference to the other Mortgage Pool for which the Class Principal Amounts of each Class of the related Senior Certificates have not been reduced to zero.

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

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

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

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

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

Final Maturity Reserve Account: Not applicable.

Financial Intermediary: Not applicable.

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

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

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

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

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

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

GMACM: GMAC Mortgage, LLC or any successors in interest thereto.

GMACM Mortgage Loans: The Mortgage Loans serviced by GMACM.

Grantor Trust: Each of the “grantor trusts” (within the meaning of the Grantor Trust Provisions) described in Section 10.01 or established pursuant to Section 5.02(h) herein.

Grantor Trust Available Funds: For any Distribution Date and each of the Grantor Trusts established pursuant to Section 5.02(h), the sum, without duplication, of:

(i) any payments received on the applicable Underlying Interest on that Distribution Date;

(ii) any payments received by the Trustee from the Cap Provider under the related Deferred Interest Cap Agreement on the Business Day prior to that Distribution Date; and

(iii) all other assets of the Class 1-A1 Grantor Trust, Class 1-A2A Grantor Trust, Class 1-A2B Grantor Trust, Class 1-A3 Grantor Trust, Class 3-A1A Grantor Trust or Class 3-AC Grantor Trust, as applicable, following the payments of amounts to reimburse the Trustee for its related reimbursable expenses.

Grantor Trust Certificates: The Class 1-A1, Class 1-A2A, Class 1-A2B, Class 1-A3, Class 3-A1A and Class 3-AC Certificates.

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

Guaranteed Certificate: Not applicable.

Guaranteed Distribution: Not applicable.

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

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

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

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

Initial LIBOR Rate: 5.320% per annum.

Initial One-Year MTA Rate: 4.983% per annum.

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

Insurance Fee Rate: Not applicable.

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

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

Insured Amount: Not applicable.

Insured Payment: Not applicable.

Interest Rate Cap Agreement: The Interest Rate Cap Agreement dated as of March 30, 2007, entered into between the Trustee on behalf of the Trust Fund (for the benefit of the holders of the Class 1-A2A Certificates) and the Cap Provider, which agreement provides for the monthly payment, commencing on the Distribution Date in April 2007 and terminating on the Distribution Date in September 2009, by the Cap Provider, but subject to the conditions set forth therein, together with the confirmation and schedules relating thereto, each of which is attached hereto as Exhibit O. The Cap Provider will be obligated to pay to the Trust Fund at least one Business Day prior to each Distribution Date, commencing with the Distribution Date in April 2007 and ending with the Distribution Date in September 2009, one month’s interest calculated at an annual rate equal to the lesser of (i) 1.90% and (ii) the excess, if any, of LIBOR over 9.45% based on a calculated notional amount as described in the Interest Rate Cap Agreement, multiplied by the actual number of days in the Accrual Period (treating, solely for purposes of such calculation, the initial Accrual Period as beginning on the Closing Date and ending on the day immediately preceding the initial Distribution Date), and divided by 360.

Interest Rate Cap Account: The account described in Section 5.02(g) hereof.

Interest Remittance Amount: With respect to any Distribution Date and any Mortgage Pool, an amount equal to (a) the sum of (1) all interest collected (other than in connection with Payaheads and Prepayment Premiums) or advanced in respect of Scheduled Payments on the related Mortgage Loans during the related Collection Period by any Servicer, the Master Servicer or the Trustee (solely in its capacity as successor master servicer) minus (x) the applicable Servicing Fee (or, with respect to the GMACM Mortgage Loans, the General Servicing Fee) with respect to such Mortgage Loans and (y) previously unreimbursed Advances and other amounts due to any Servicer, the Master Servicer or the Trustee (solely in its capacity as successor master servicer), to the extent allocable to interest and the allocable portion of previously unreimbursed Servicing Advances with respect to the related Mortgage Loans, (2) any Compensating Interest Payments with respect to the related Mortgage Loans with respect to the related Prepayment Period, (3) the portion of any Purchase Price or Substitution Amount paid with respect to such related Mortgage Loans during the related Prepayment Period allocable to interest and (4) all Net Liquidation Proceeds, Insurance Proceeds and any other recoveries collected with respect to the related Mortgage Loans during the related Prepayment Period, to the extent allocable to interest, as reduced by (b) the amount of other costs, expenses or liabilities related to such Mortgage Pool and reimbursable to the Master Servicer, any Servicer, any Custodians pursuant to the applicable Custodial Agreement or the Trustee and as increased by (c) the lesser of (1) the aggregate amount set forth in clauses (a) (1) through (5) of the definition of Principal Remittance Amount with respect to the Mortgage Loans in such Mortgage Pool for such Distribution Date and (2) the aggregate amount of Negative Amortization with respect to the Mortgage Loans in such Mortgage Pool during the related Collection Period.

Intervening Assignment: As defined in Section 2.01(b).

IRS: The Internal Revenue Service.

Late Payment Rate: Not applicable.

Latest Possible Maturity Date: The Distribution Date occurring in April 2047.

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

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

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

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

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

LIBOR Certificate: (i) Any Offered Certificate (other than the Grantor Trust Certificates, MTA Certificates and Notional Certificates) or Class M10, Class M11 or Class M12 Certificate and (ii) any Underlying Interest.

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

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

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

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

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

Lower Tier Interest: Any of the REMIC AX Interests and REMIC 1 Interests.

M1 Margin: As defined in footnote (19) of the Preliminary Statement under the caption “The Certificates”.

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

M1 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 78.00% and (y) thereafter, 82.40% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

M2 Margin: As defined in footnote (20) of the Preliminary Statement under the caption “The Certificates”.

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

M2 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 83.00% and (y) thereafter, 86.40% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

M3 Margin: As defined in footnote (21) of the Preliminary Statement under the caption “The Certificates”.

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

M3 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 84.88% and (y) thereafter, 87.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

M4 Margin: As defined in footnote (22) of the Preliminary Statement under the caption “The Certificates”.

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

M4 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 88.63% and (y) thereafter, 90.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

M5 Margin: As defined in footnote (23) of the Preliminary Statement under the caption “The Certificates”.

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

M5 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 89.88% and (y) thereafter, 91.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

M6 Margin: As defined in footnote (24) of the Preliminary Statement under the caption “The Certificates”.

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

M6 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 91.13% and (y) thereafter, 92.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.

X0 Xxxxxx: As defined in footnote (25) of the Preliminary Statement under the caption “The Certificates”.

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

M7 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 92.38% and (y) thereafter, 93.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

M8 Margin: As defined in footnote (26) of the Preliminary Statement under the caption “The Certificates”.

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

M8 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 93.63% and (y) thereafter, 94.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.

X0 Xxxxxx: As defined in footnote (27) of the Preliminary Statement under the caption “The Certificates”.

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

M9 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 94.88% and (y) thereafter, 95.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.

X00 Xxxxxx: As defined in footnote (28) of the Preliminary Statement under the caption “The Certificates”.

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

M10 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 96.13% and (y) thereafter, 96.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.

X00 Xxxxxx: As defined in footnote (29) of the Preliminary Statement under the caption “The Certificates”.

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

M11 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 97.38% and (y) thereafter, 97.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.

X00 Xxxxxx: As defined in footnote (30) of the Preliminary Statement under the caption “The Certificates”.

M12 Principal Distribution Amount: With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class M10 and Class M11 Certificates, in each case after giving effect to distributions on such Distribution Date and after the allocation of Net Negative Amortization, if any, for each Distribution Date, and (ii) the Class Principal Amount of the Class M12 Certificates after the allocation of Net Negative Amortization, if any, for such Distribution Date and immediately prior to such Distribution Date exceeds (y) the M12 Target Amount.

M12 Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) (x) for each distribution prior to the Distribution Date in April 2013, 98.63% and (y) thereafter, 98.90% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period immediately prior to such Distribution Date and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

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

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

Master Servicing Fee Rate: 0.00% per annum.

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

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

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

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

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

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

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

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

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

Mortgage File: As defined in Section 2.01(b).

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

Mortgage Loan Sale Agreement: The mortgage loan sale and assignment agreement dated as of March 1, 2007 for the sale of the Mortgage Loans by the Seller to the Depositor.

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

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

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

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

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.

MTA Certificates: The Class 3-A2A Certificates.

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

Negative Amortization Certificate: Any Certificate (other than a Class R Certificate or Notional Certificate and other than a Grantor Trust Certificate unless the related Deferred Interest Cap Agreement has been terminated or there has been a default in payment under the related Deferred Interest Cap Agreement).

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

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

Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the applicable Servicing Fee Rate (or, with respect to the GMACM Mortgage Loans, the General Servicing Fee Rate) and any mortgage insurance premium rate, as applicable.

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

Net Prepayment Interest Shortfall: With respect to any Deposit Date and any Class of Certificates (with respect to the Grantor Trust Certificates, indirectly through the related Underlying Interests), the excess, if any, of any Prepayment Interest Shortfalls with respect to the Mortgage Loans in a Mortgage Pool for such date over (i) any Prepayment Interest Excess with respect to such Mortgage Loans for such date, if any, and (ii) any amounts paid with respect to such shortfalls by a Servicer pursuant to the applicable Servicing Agreement or by the Master Servicer.

Net Rate: With respect to any Distribution Date (and the related Accrual Period), a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (i) the aggregate Optimal Interest Remittance Amount for each Mortgage Pool for such Distribution Date less the amount of interest due on the Class 1-AX, Class 2-AX or Class 3-AX Certificates for such Distribution Date and (ii) 12, and the denominator of which is the Aggregate Loan Balance for each Mortgage Pool as of the first day of the related Collection Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date) multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date.

Net WAC: For any Distribution Date and any Mortgage Pool, an annual rate equal to a fraction, expressed as a percentage, the numerator of which is the product of (x) the Optimal Interest Remittance Amount for such Mortgage Pool for such Distribution Date and (y) 12, and the denominator of which is the Pool Balance for such Mortgage Pool as of the first day of the related Collection Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date.

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

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

NIMS Agreement: Not applicable.

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

Non-Book-Entry Certificate: Not applicable.

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

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

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

Nonpayment: Not applicable.

Notice: Not applicable.

Notice of Nonpayment. Not applicable.

Notional Amount: Not applicable.

Notional Certificate: Any Class 1-AX, Class 2-AX or Class 3-AX Certificate.

Offered Certificates: Collectively, the Class 1-A1, Class 1-A2A, Class 1-A2B, Class 1-A3, Class 1-AX, Class 2-A, Class 2-AX, Class 3-A1A, Class 3-A2A, Class 3-A2B, Class 3-AC, Class 3-AX, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9 Certificates.

Offered Subordinate Certificates: Not applicable.

Offering Document: Either of the private placement memorandum, dated March 30, 2007, relating to the Privately Offered Certificates or the Prospectus.

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

One-Year MTA: The index applicable to the Mortgage Rates for certain of the Mortgage Loans and to the Class 3-A2A Certificates and is equal to (i) with respect to the first Accrual Period, One-Year MTA shall equal the Initial One-Year MTA Rate and (ii) with respect to each subsequent Accrual Period, a per annum rate equal to the twelve-month moving average monthly yield on United States Treasury Securities adjusted to a constant maturity of one year, as published by the Federal Reserve Board in the Federal Reserve Statistical Release 'Selected Interest Rates (H.15)', determined by averaging the monthly yields for the most recently available twelve months. The One-Year MTA figure used for each interest rate adjustment date will be the One-Year MTA figure published by Bloomberg 15 days prior to the beginning of the related Accrual Period. In the event that One-Year MTA becomes unavailable or is otherwise unpublished, the Depositor will select a comparable alternative index that has performed, or that the Depositor expects to perform, in a substantially similar manner. The Depositor will select a particular index as the alternative index only if it receives an Opinion of Counsel (a copy of which shall be furnished to any NIMS Insurer), which opinion shall be an expense reimbursed from the Certificate Account pursuant to Section 4.04, that the selection of such index will not cause any of the REMICs to lose their classification as REMICs for federal income tax purposes.

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

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

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

Original Loan-to-Value Ratio: Not applicable.

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

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

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

Overcollateralization Floor: For any Distribution Date after the Stepdown Date, $10,822,144 (0.50% of the Cut-off Date Balance).

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

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

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

PCAOB: The Public Company Accounting Oversight Board.

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

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

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

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

Placement Agent: Xxxxxx Brothers Inc.

Plan: As defined in Section 3.03(d).

Plan Asset Regulations: Not applicable.

Policy Payments Account: Not applicable.

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

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

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

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

Pool 1 Senior Certificates: The Class 1-A1 Underlying Interest, Class 1-A2A Underlying Interest, Class 1-A2B Underlying Interest, Class 1-A3 Underlying Interest and Class 1-AX Certificates.

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

Pool 2 Maximum Interest Rate: For any Distribution Date, an annual rate equal to the Pool 2 Net Funds Cap for such Distribution Date if the Optimal Interest Remittance Amount was computed by reference to the weighted average of the excess of the Maximum Rates for the Pool 2 Mortgage Loans over the related Servicing Fee Rate (or, with respect to the GMACM Mortgage Loans, the General Servicing Fee Rate) and any mortgage insurance premium rate, as applicable.

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

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

Pool 2 Senior Certificates: The Class 2-A and Class 2-AX Certificates.

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

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

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

Pool 3 Net Funds Cap: For any Distribution Date, an annual rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (x) the Optimal Interest Remittance Amount for Pool 3 for such Distribution Date less the amount of the interest due on the Class 3-AX Certificates for such Distribution Date and (y) 12, and the denominator of which is the Pool Balance for Pool 3 as of the first day of the related Collection Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date), multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; provided that for purposes of the MTA Certificates, clause (b) will always be 1.

Pool 3 Senior Certificates: The Class 3-A1A Underlying Interest, the Class 3-AC Underlying Interest and the Class 3-A2A, Class 3-A2B and Class 3-AX Certificates.

Pool Assets: As defined in Section 7.01(b).

Pool Balance: For any Mortgage Pool, the aggregate of the Scheduled Principal Balances of all Mortgage Loans in such Mortgage Pool as of the date of determination.

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

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

Preference Amount: Not applicable.

Prepayment Interest Excess: 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 Net Mortgage Rate (after giving effect to any applicable Relief Act Reduction) on the outstanding principal balance of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest actually received with respect to such Mortgage Loan in connection with such Principal Prepayment.

Prepayment Period: With respect to any Distribution Date and any Principal Prepayment, (a) for Mortgage Loans serviced by GMACM, Residential Funding Company, LLC and IndyMac Bank, F.S.B., the calendar month immediately preceding the month in which such Distribution Date occurs and (b) for Mortgage Loans serviced by Countrywide Home Loans Servicing LP, the second day of the calendar month immediately preceding the month in which such Distribution Date occurs through the first day of the calendar month in which such Distribution Date occurs.

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

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

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

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

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

Principal Remittance Amount: With respect to each Mortgage Pool and any Distribution Date, an amount equal to (a) the sum of (1) all principal collected (other than in connection with Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Mortgage Pool during the related Collection Period whether by a Servicer, the Master Servicer or the Trustee in its capacity as successor master servicer (less unreimbursed Advances due to the Master Servicer, the applicable Servicer or the Trustee, in its capacity as successor master servicer, with respect to the related Mortgage Loans, to the extent allocable to principal, and any unreimbursed Servicing Advances), (2) all Principal Prepayments in full or in part received during the related Prepayment Period with respect to the Mortgage Loans in such Mortgage Pool, (3) the outstanding principal balance of each Mortgage Loan in such Mortgage Pool that was repurchased by the Seller or the related Transferor during the related Prepayment Period or any NIMS Insurer (in the case of certain Mortgage Loans 90 days or more delinquent), (4) the principal portion of any Substitution Amount paid with respect to any Deleted Mortgage Loan in such Mortgage Pool during the related Prepayment Period allocable to principal and (5) all Net Liquidation Proceeds, Insurance Proceeds, any Subsequent Recovery and other recoveries collected with respect to the Mortgage Loans in such Mortgage Pool during the related Prepayment Period, to the extent allocable to principal, as reduced (but not by more than the sum of items (1) through (5) above) by the aggregate amount of Negative Amortization with respect to the Mortgage Loans in such Mortgage Pool during the related Collection Period, reduced by (b) other costs, expenses or liabilities reimbursable to the Trustee, the Master Servicer and any Servicer to the extent provided in this Agreement and the applicable Servicing Agreement or to a Custodian pursuant to the applicable Custodial Agreement, as applicable to each Mortgage Pool.

Privately Offered Certificates: The Class 1-AP, Class 2-AP, Class 3-AP, Class M10, Class M11 and Class M12 Certificates.

Proceeding: Not applicable.

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

Prospectus: The prospectus supplement dated March 29, 2007 together with the accompanying prospectus dated March 26, 2007, relating to the Offered Certificates.

PTCE: As defined in Section 3.03(d).

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

QIB: As defined in Section 3.03(c)(i).

QIB-Restricted Certificate: Any Class C Certificate.

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

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

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

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

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

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

Qualified Insurer: Not applicable.

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

Rating Agency: Each of Xxxxx’x and S&P.

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

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

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

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

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

Regulation S Global Security: As defined in Section 3.01(d).

Reimbursement Amounts: Not applicable.

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

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

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

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

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

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

REMIC 1: As described in the Preliminary Statement.

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

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

REMIC 1 Subordinated Balance Ratio: As of any Distribution Date, the ratio among the uncertificated principal balances of each of the REMIC 1-II Marker Classes ending with the designation “A” that is equal to the ratio among, with respect to each such REMIC 1-II Marker Class, the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class Principal Amounts of the Classes of Related Senior Certificates as set forth in the Preliminary Statement under the table entitled “REMIC 1” (after giving effect to distributions on such Distribution Date).

REMIC 1-I Marker Classes: Any of the REMIC 1 Regular Interests other than (i) the REMIC 1-II Marker Classes, (ii) the Class LT1-XI Interest, (iii) the Class LT1-XII Interest, (iv) the Class LT1-1AX Interest, (v) the Class LT1-2AX Interest and (vi) the Class LT1-3AX Interest.

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

REMIC 2: As described in the Preliminary Statement.

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

REMIC 2 Regular Interest: Any of the REMIC 2 Interests other than the Residual Interest.

REMIC AX: As described in the Preliminary Statement.

REMIC AX Interest: Any one of the Classes of REMIC AX Interests described in the Preliminary Statement hereto.

REMIC AX Regular Interest: Any of the REMIC AX Interests other than the Class LTAX-R Interest.

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

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

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

Replacement Receipts: Not applicable.

Replacement Receipts Account: Not applicable.

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

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

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

Required Reserve Fund Amount: Not applicable.

Residual Certificates: The Class R Certificates.

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

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

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

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

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

Rules: As defined in Section 6.20(c).

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

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

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

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: Xxxxxx Brothers Holdings Inc. or any successor in interest thereto.

Senior Certificates: The Pool 1 Senior Certificates, Pool 2 Senior Certificates and Pool 3 Senior Certificates.

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

Senior Principal Distribution Amount: For any Distribution Date (a) prior to the Stepdown Date or if a Trigger Event is in effect with respect to such Distribution Date, 100% of the Principal Distribution Amounts for Pool 1, Pool 2 and Pool 3 for such Distribution Date and (b) on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the aggregate Class Principal Amount of each Class of Senior Certificates after the allocation of Net Negative Amortization, if any, for each Distribution Date and immediately prior to distributions on such Distribution Date exceeds (y) the Senior Target Amount.

Senior Proportionate Percentage: For Pool 1 with respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate of the current Class Principal Amounts of each Class of the Pool 1 Senior Certificates (other than any Notional Certificates) for such Distribution Date and the denominator of which is the aggregate of the current Class Principal Amounts for each Class of Senior Certificates (other than any Notional Certificates) for such date. For Pool 2 with respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate of the current Class Principal Amounts of each Class of the Pool 2 Senior Certificates (other than any Notional Certificates) for such Distribution Date and the denominator of which is the aggregate of the current Class Principal Amounts for each Class of Senior Certificates (other than any Notional Certificates) for such date. For Pool 3 with respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate of the current Class Principal Amounts of each Class of the Pool 3 Senior Certificates (other than any Notional Certificates) for such Distribution Date and the denominator of which is the aggregate of the current Class Principal Amounts for each Class of Senior Certificates (other than any Notional Certificates) for such date.

Senior Target Amount: With respect to any Distribution Date an amount equal to the lesser of (a) the product of (1) (i) for each distribution prior to the Distribution Date in April 2013, 72.38%; and (ii) thereafter, 77.90% and (2) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

Servicer: Each Servicer that has entered into one of the Servicing Agreements attached as Exhibit E hereto, or any successor in interest. Initially, the Servicers are Countrywide Home Loans Servicing LP, IndyMac Bank, F.S.B., GMACM and Residential Funding Company, LLC.

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

Servicer Remittance Date: For each Servicer (other than GMACM) , the 18th day of each month (or if such 18th day is not a Business Day, the next succeeding Business Day). For GMACM, the 10th day of each month (or if such 10th day is not a Business Day, the first preceding Business Day).

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

Servicing Agreement: Any of the servicing agreements between a Servicer and the Seller, dated as of March 1, 2007, and attached hereto in Exhibit E, and any other servicing agreement entered into between a successor servicer and the Seller or the Trustee pursuant to the terms hereof.

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

Servicing Fee: With respect to any Servicer (other than GMACM), and as to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth of the applicable Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage Loan as of the first day of the related Collection Period. For GMACM, a monthly fee paid as specified in the applicable Servicing Agreement.

Servicing Fee Rate: 0.375% per annum for Countrywide Home Loans Servicing LP and IndyMac Bank, F.S.B. and 0.425% for Residential Funding Company, LLC.

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

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

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

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

Stepdown Date: The later to occur of (x) the Distribution Date in April 2010 and (y) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose after giving effect to payments or other recoveries in respect of the Mortgage Loans during the related Collection Period but before giving effect to distributions on any Certificates on such Distribution Date) is greater than or equal to (i) prior to the Distribution Date in April 2013, 27.62% and (ii) on or after the Distribution Date in April 2013, 22.10%.

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

Subordinate Certificates: Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class M10, Class M11 and Class M12 Certificates.

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

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

Subordinate Priority: Distributions to the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class M10, Class M11 and Class M12 Certificates, sequentially, in that order.

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

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

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

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

Targeted Overcollateralization Amount: For any Distribution Date (x) prior to the Stepdown Date an amount equal to approximately $11,904,359 (0.55% of the Aggregate Loan Balance as of the Cut-off Date), (y) on or after the Stepdown Date, the greater of (1) the lesser of (a) the amount of approximately $11,904,359 and (b) the product of (i) for each distribution prior to the Distribution Date in April 2013, 1.375%, and thereafter, 1.100% and (ii) the Aggregate Loan Balance as of the last day of the related Collection Period and (2) the Overcollateralization Floor and (z) on and after the Stepdown Date and for which a Trigger Event is in effect, the amount calculated under this definition for the immediately preceding Distribution Date.

Tax Matters Person: Not applicable.

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

Termination Receipts: Not applicable.

Termination Receipts Account: Not applicable.

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

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

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

Transferor: Each seller of Mortgage Loans to either of LBH or Xxxxxx Brothers Bank, FSB pursuant to a Transfer Agreement.

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

Trust Fund: The corpus of Xxxxxx XS Trust, Series 2007-4N created pursuant to this Agreement, consisting of the Mortgage Loans, the assignment of the Depositor’s rights under the Transfer Agreements, the Mortgage Loan Sale Agreement and the Servicing Agreements, such amounts as shall from time to time be held in the Basis Risk Reserve Fund, Collection Account, Certificate Account, any Custodial Account and any Escrow Account, the Insurance Policies, any REO Property and the other items referred to in, and conveyed to the Trustee under, Section 2.01(a). For the avoidance of doubt, the assets of the Trust Fund shall not include the Interest Rate Cap Agreement, the Interest Rate Cap Account, the Deferred Interest Cap Agreements and the Deferred Interest Cap Accounts, which are assets of the Grantor Trusts established pursuant to Section 5.02(h). With respect to Exchange Act reporting requirements, the Trust Fund shall be deemed to include each Grantor Trust established pursuant to Section 5.02(h).

Trust REMIC: Each REMIC created hereunder, as described in the Preliminary Statement hereto.

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

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

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

Underlying Interests: With respect to the Class 1-A1 Certificates, the Class 1-A1 Underlying Interest. With respect to the Class 1-A2A Certificates, the Class 1-A2A Underlying Interest. With respect to the Class 1-A2B Certificates, the Class 1-A2B Underlying Interest. With respect to the Class 1-A3 Certificates, the Class 1-A3 Underlying Interest. With respect to the Class 3-A1A Certificates, the Class 3-A1A Underlying Interest. With respect to the Class 3-AC Certificates, the Class 3-AC Underlying Interest.

Underwriter: Xxxxxx Brothers Inc.

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

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

Upper Tier REMIC: Not applicable.

Voting Interests: The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement. At all times during the term of this Agreement, 88% of all Voting Interests shall be allocated to the Offered Certificates (other than the Class 1-AX, Class 2-AX and Class 3-AX Certificates) and Class M10, Class M11 and Class M12 Certificates, 2% of all Voting Interests shall be allocated to each Class of the Class 1-AX, Class 2-AX and Class 3-AX Certificates and 1% of all Voting Interests shall be allocated to each Class of the Class C, Class X, Class 1-AP, Class 2-AP and Class 3-AP and Class R Certificates. Voting Interests shall be allocated among the Classes of Offered Certificates and Class M10, Class M11 and Class M12 Certificates in proportion to their Class Principal Amounts (or, in the case of the Grantor Trust Certificates, the Class Principal Amount of the related Underlying Interests) or Class Notional Amounts and among the Certificates of each Class in proportion to their Percentage Interests.

Section 1.02 Calculations Respecting Mortgage Loans.

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

Section 1.03 Calculations Respecting Accrued Interest.

Accrued interest, if any, on any LIBOR Certificate shall be calculated based upon a 360-day year and the actual number of days elapsed in each Accrual Period. Accrued interest, if any, on any MTA Certificates. Class 1-AX, Class 2-AX or Class 3-AX Certificate shall be calculated based upon a 360-day year consisting of twelve 30-day months.

Section 1.04 Rights of the NIMS Insurer.

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

ARTICLE II.

DECLARATION OF TRUST;

ISSUANCE OF CERTIFICATES

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

(a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust, all the right, title and interest of the Depositor in and to the Mortgage Loans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of the Depositor’s right, title and interest in and to the Collection Account, the Interest Rate Cap Account, the Deferred Interest Cap Accounts, the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Custodial Accounts, any Escrow Account established pursuant to Section 9.06, the Basis Risk Reserve Fund established pursuant to Section 5.06 and all amounts from time to time credited to and the proceeds of each such account, the Class X Account established pursuant to Section 5.12 and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and any proceeds of the foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, and the Grantor Trusts established pursuant to Section 5.02(h), as grantor trustee, in trust, for the benefit and use of the Holders of the related 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 and Grantor Trusts established pursuant to Section 5.02(h), Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund. or the Grantor Trusts established pursuant to Section 5.02(h), as applicable.

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Servicing Agreements and each related Transfer Agreement (other than first payment date default or early payment date default rights against the Transferor) but, in each case, only to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment and delegation, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit, delegation and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Sellers or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein.

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

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

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

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

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

(v) with respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage, in form and substance acceptable for recording. The related Mortgage shall be assigned either (A) in blank, without recourse or (B) to “U.S. Bank National Association, as Trustee of the Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-4N,” without recourse;

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

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

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

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

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

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

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

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

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

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

(f) The issuing entity is hereby named Xxxxxx XS Trust, Series 2007-4N.

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

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

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

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

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

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

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

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

Section 2.03 Representations and Warranties of the Depositor.

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

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

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

Section 2.04 Discovery of Breach.

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

Section 2.05 Repurchase, Purchase or Substitution of Mortgage Loans.

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

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

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

Section 2.06 Grant Clause.

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

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

ARTICLE III.

THE CERTIFICATES

Section 3.01 The Certificates.

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

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

(c) The Privately Offered Certificates offered and sold in reliance on the exemption from registration under Rule 144A under the Act shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A added to the forms of such Certificates (each, a “Restricted Global Security”), which shall be deposited on behalf of the subscribers for such Certificates represented thereby with the Trustee, as custodian for The Depository Trust Company (“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.

(d) 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 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.

(e) 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.

For purposes of this Section 3.01, “Certificates” shall not include Underlying Interests.

Section 3.02 Registration.

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

Section 3.03 Transfer and Exchange of Certificates.

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

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

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

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

(i) The Certificate Registrar shall register the transfer of a Restricted Certificate if the requested transfer is (x) to the Depositor, the Placement Agent or an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”)) of the Depositor or the Placement Agent or (y) being made to a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the Act by a transferor that has provided the Trustee with a certificate in the form of Exhibit F hereto; and

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

(d) No transfer of a Grantor Trust Certificate will be registered unless the Trustee, the Certificate Registrar and the Depositor receive (A) a representation as set forth in Exhibit H to the effect that such transferee is not, and is not acting for, on behalf of or with any assets of, an employee benefit plan or other arrangement subject to Title I of ERISA or plan subject to Section 4975 of the Code, or (ii) until the termination of the applicable Deferred Interest Cap Agreement, the acquisition and holding of the Grantor Trust Certificate will not constitute or result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code.

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

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

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

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

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

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

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

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

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

(i) Subject to clauses (ii) and (iii) of this Section 3.03(h), transfers of a Global Security representing any Privately Offered Certificate shall be limited to transfers of such Global Security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.

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

(iii) Regulation S Global Security to Restricted Global Security. If a holder of a beneficial interest in a Regulation S Global Security deposited with or on behalf of DTC wishes at any time to transfer its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of an interest in a Restricted Global Security, such holder may, subject to the rules and procedures of 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 V-2 hereto given by the holder of such beneficial interest and stating, among other things, that the Person transferring such interest in such Regulation S Global Security reasonably believes that the Person acquiring such interest in a Restricted Global Security is a QIB, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A under the Act and in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, then the 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.

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

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

Section 3.04 Cancellation of Certificates.

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

Section 3.05 Replacement of Certificates.

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

Section 3.06 Persons Deemed Owners.

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

Section 3.07 Temporary Certificates.

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

(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.

For purposes of this Section 3.07, “Certificates” shall not include Underlying Interests.

Section 3.08 Appointment of Paying Agent.

(a) The Trustee hereby appoints itself as Paying Agent. The Trustee may appoint a successor Paying Agent acceptable to the NIMS Insurer, 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 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.

(b) Any Paying Agent shall be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers. A Paying Agent shall comply with its reporting obligations under Regulation AB with respect to the Trust Fund in form and substance similar to those of the Trustee pursuant to Section 6.20(d)(iv) and Section 9.25, and the related assessment of compliance and attestation shall cover, at a minimum, the matters indicated as obligations with respect to the Paying Agent on Exhibit R attached hereto; provided that if the Trustee is the Paying Agent, any reporting obligations under Regulation AB specific to the Paying Agent shall be undertaken by the Trustee in the course of its own reporting and not separately, as further specified in Section 6.20(d)(iv) and Section 9.25. In addition, the Paying Agent (if other than the Trustee) shall notify the Sponsor, the Master Servicer and the Depositor within five (5) calendar days of knowledge thereof (i) of any legal proceedings pending against the Paying Agent of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any merger, consolidation or sale of substantially all of the assets of the Paying Agent and (iii) if the Paying Agent shall become (but only to the extent not previously disclosed) at any time an Affiliate of any of the parties listed on Exhibit S hereto or any of their Affiliates.

(c) Any Paying Agent 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), provided, however, that this sentence shall not apply if the Paying Agent is the Trustee. This indemnification shall survive the termination of this Agreement or the termination of such Paying Agent hereunder.

Section 3.09 Book Entry Certificates.

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

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

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

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

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

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

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

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 XS Trust Mortgage Pass-Through Certificates, Series 2007-4N” or its nominee. The Collection Account shall relate solely to the Certificates issued by the Trust Fund hereunder, and funds in such Collection Account shall not be commingled with any other monies.

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

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

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

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

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

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

(iv) all Insurance Proceeds;

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

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

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

(e) Funds in the Collection Account may be invested in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than one Business Day prior to the Deposit Date (except that if such Eligible Investment is an obligation of the Trustee, then such Eligible Investment shall mature not later than such applicable Deposit Date) and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Master Servicer in trust for the benefit of the Trustee and the Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-4N. All income and gain realized from any Eligible Investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time and shall not be part of the Trust Fund. The amount of any losses incurred in respect of any such investments shall be deposited in such Collection Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. The foregoing requirements for deposit in the Collection Account are exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments of interest on funds in the Collection Account and payments in the nature of late payment charges, assumption fees, prepayment penalties with respect to mortgages for which the Seller does not own the servicing rights, and other incidental fees and charges relating to the Mortgage Loans (other than Prepayment Premiums) need not be deposited by the Master Servicer in the Collection Account and may be retained by the Master Servicer or the applicable Servicer as additional servicing compensation. If the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Collection Account.

Section 4.02 Application of Funds in the Collection Account.

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

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

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

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

(iv) in the event the Master Servicer has elected not to retain the General Servicing Fee (including late collections of interest on such Mortgage Loan, or interest portions of Insurance Proceeds, condemnation Proceeds or Liquidation Proceeds), to pay to itself the General Servicing Fee from all such Mortgagor payments on account of interest or other such recovery for interest with respect to that Mortgage Loan;

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) The Trustee shall afford the NIMS Insurer upon reasonable notice, during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and access to officers of the Trustee responsible for performing such duties. The Trustee shall cooperate fully with the NIMS Insurer and shall make available to the NIMS Insurer for review and copying at the expense of the NIMS Insurer, such books, documents or records as may be requested with respect to the Trustee’s duties hereunder. The NIMS Insurer shall not have any responsibility or liab

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STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee