STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator RISK MANAGEMENT GROUP, LLC, as Credit Risk Manager, and U.S. BANK NATIONAL ASSOCIATION, as Trustee

EXECUTION

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

XXXXX FARGO BANK, N.A., as

Master Servicer and Securities Administrator

RISK MANAGEMENT GROUP, LLC, as Credit Risk Manager,

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

TRUST AGREEMENT

Dated as of November 1, 2006

STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2006-BC5

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS

Section 1.01.	Definitions.		16
Section 1.02.	Calculations Respecting Mortgage Loans.		62
Section 1.03.	Calculations Respecting Accrued Interest.		62

ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

Section 2.01.	Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.		63
Section 2.02.	Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund.		67
Section 2.03.	Representations and Warranties of the Depositor.		69
Section 2.04.	Discovery of Breach.		71
Section 2.05.	Repurchase, Purchase or Substitution of Mortgage Loans.		71
Section 2.06.	Grant Clause.		72

ARTICLE III THE CERTIFICATES

Section 3.01.	The Certificates.		74
Section 3.02.	Registration.		75
Section 3.03.	Transfer and Exchange of Certificates.		76
Section 3.04.	Cancellation of Certificates.		82
Section 3.05.	Replacement of Certificates.		82
Section 3.06.	Persons Deemed Owners.		83
Section 3.07.	Temporary Certificates.		83
Section 3.08.	Appointment of Paying Agent.		83
Section 3.09.	Book-Entry Certificates.		84

ARTICLE IV ADMINISTRATION OF THE TRUST FUND

Section 4.01.	Certificate Account.		86
Section 4.02.	Application of Funds in the Certificate Account.		88
Section 4.03.	Reports to Certificateholders.		90

ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

Section 5.01.	Distributions Generally.		95
Section 5.02.	Distributions from the Certificate Account.		95
Section 5.03.	Allocation of Losses.		109
Section 5.04.	Advances by Master Servicer and Servicers .		109
Section 5.05.	Compensating Interest Payments.		110
Section 5.06.	Basis Risk Reserve Fund.		110
Section 5.07.	Supplemental Interest Trust.		110
Section 5.08.	Rights of Swap Counterparty.		113
Section 5.09.	Termination Receipts.		114
Section 5.10.	Final Maturity Reserve Trust.		115

ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

Section 6.01.	Duties of Trustee and Securities Administrator.	116
Section 6.02.	Certain Matters Affecting the Trustee and the Securities Administrator.	119
Section 6.03.	Trustee and Securities Administrator Not Liable for Certificates.	121
Section 6.04.	Trustee and the Securities Administrator May Own Certificates.	121
Section 6.05.	Eligibility Requirements for Trustee and Securities Administrator.	121
Section 6.06.	Resignation and Removal of Trustee and the Securities Administrator.	122
Section 6.07.	Successor Trustee and Successor Securities Administrator.	123
Section 6.08.	Merger or Consolidation of Trustee or the Securities Administrator.	124
Section 6.09.	Appointment of Co-Trustee, Separate Trustee or Custodian.	125
Section 6.10.	Authenticating Agents.	126
Section 6.11.	Indemnification of Trustee and Securities Administrator.	127
Section 6.12.	Fees and Expenses of Securities Administrator, Trustee and Custodians.	128
Section 6.13.	Collection of Monies.	129
Section 6.14.	Events of Default; Trustee To Act; Appointment of Successor.	129
Section 6.15.	Additional Remedies of Trustee Upon Event of Default.	133
Section 6.16.	Waiver of Defaults.	134
Section 6.17.	Notification to Holders.	134
Section 6.18.	Directions by Certificateholders and Duties of Trustee During Event of Default.	134
Section 6.19.	Action Upon Certain Failures of the Master Servicer and Upon Event of Default.	135
Section 6.20.	Preparation of Tax Returns and Other Reports.	135
Section 6.21.	Reporting Requirements of the Commission	142
Section 6.22.	No Merger.	143
Section 6.23.	Indemnification by the Securities Administrator.	143

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

Section 7.01.	Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated Regular Interests.	143
Section 7.02.	Procedure Upon Termination of Trust Fund or Purchase of Lower Tier REMIC 1 Uncertificated Regular Interests.	145
Section 7.03.	Additional Trust Fund Termination Event or Purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests.	147
Section 7.04.	Optional Repurchase Right.	148

ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS

Section 8.01.	Limitation on Rights of Holders.	148
Section 8.02.	Access to List of Holders.	149
Section 8.03.	Acts of Holders of Certificates.	150

ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS; CREDIT RISK MANAGER

Section 9.01.	Duties of the Master Servicer.	151
Section 9.02.	Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy.	151
Section 9.03.	Master Servicer’s Financial Statements and Related Information.	152
Section 9.04.	Power to Act; Procedures.	152
Section 9.05.	Enforcement of Servicer’s and Master Servicer’s Obligations.	154
Section 9.06.	Collection of Taxes, Assessments and Similar Items.	155
Section 9.07.	Termination of Servicing Agreements; Successor Servicers.	156
Section 9.08.	Master Servicer Liable for Enforcement.	157
Section 9.09.	No Contractual Relationship Between Any Servicer and Trustee or Depositor.	157
Section 9.10.	Assumption of Servicing Agreement by Securities Administrator.	157
Section 9.11.	Due-on-Sale Clauses; Assumption Agreements.	158
Section 9.12.	Release of Mortgage Files.	158
Section 9.13.	Documents, Records and Funds in Possession of Master Servicer to be Held for Trustee.	159
Section 9.14.	Representations and Warranties of the Master Servicer.	160
Section 9.15.	Opinion.	162
Section 9.16.	Standard Hazard and Flood Insurance Policies.	163
Section 9.17.	Presentment of Claims and Collection of Proceeds.	163
Section 9.18.	Maintenance of the Primary Mortgage Insurance Policies.	163
Section 9.19.	Trustee To Retain Possession of Certain Insurance Policies and Documents.	164
Section 9.20.	[Reserved]	164
Section 9.21.	Compensation to the Master Servicer.	164
Section 9.22.	REO Property.	165
Section 9.23.	Notices to the Depositor and the Securities Administrator	165
Section 9.24.	Reports to the Trustee and the Securities Administrator.	166
Section 9.25.	Assessment of Compliance and Attestation Reports.	167
Section 9.26.	Annual Statement of Compliance with Applicable Servicing Criteria .	168
Section 9.27.	Merger or Consolidation.	168
Section 9.28.	Resignation of Master Servicer.	169
Section 9.29.	Assignment or Delegation of Duties by the Master Servicer.	169
Section 9.30.	Limitation on Liability of the Master Servicer and Others.	170
Section 9.31.	Indemnification; Third-Party Claims.	171
Section 9.32.	Special Servicing of Delinquent Mortgage Loans.	171
Section 9.33.	Alternative Index.	171
Section 9.34.	Duties of the Credit Risk Manager.	172
Section 9.35.	Limitation Upon Liability of the Credit Risk Manager.	174
Section 9.36.	Indemnification by the Credit Risk Manager.	174
Section 9.37.	Removal of Credit Risk Manager.	174

ARTICLE X REMIC ADMINISTRATION

Section 10.01.	REMIC Administration.	175
Section 10.02.	Prohibited Transactions and Activities.	178

iii

Section 10.03.	Indemnification with Respect to Certain Taxes and Loss of REMIC Status.	178
Section 10.04.	REO Property.	179

ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.01.	Binding Nature of Agreement; Assignment.	179
Section 11.02.	Entire Agreement.	180
Section 11.03.	Amendment.	180
Section 11.04.	Voting Rights.	182
Section 11.05.	Provision of Information.	182
Section 11.06.	Governing Law.	183
Section 11.07.	Notices.	183
Section 11.08.	Severability of Provisions.	183
Section 11.09.	Indulgences; No Waivers.	184
Section 11.10.	Headings Not To Affect Interpretation.	184
Section 11.11.	Benefits of Agreement.	184
Section 11.12.	Special Notices to the Rating Agencies and any NIMS Insurer.	184
Section 11.13.	Conflicts.	185
Section 11.14.	Counterparts.	185
Section 11.15.	Transfer of Servicing.	186

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

List of Servicing Agreements

Exhibit F

Form of Rule 144A Transfer Certificate

Exhibit G

Form of Purchaser’s Letter for Institutional Accredited Investors

Exhibit H

Form of ERISA Transfer Affidavit

Exhibit I

Monthly Remittance Advice

Exhibit J

Monthly Electronic Data Transmission

Exhibit K

List of Custodial Agreements

Exhibit L

List of Credit Risk Management Agreements

Exhibit M-1

Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S Global Security

Exhibit M-2

Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted Global Security

Exhibit N

Interest Rate Cap Agreement

Exhibit O

Swap Agreement

Exhibit P-1

Additional Form 10-D Disclosure

Exhibit P-2

Additional Form 10-K Disclosure

Exhibit P-3

Additional Form 8-K Disclosure

Exhibit P-4

Additional Disclosure Notification

Exhibit Q-1

Form of Back-Up Xxxxxxxx-Xxxxx Certification

Exhibit Q-2

Form of Back-Up Xxxxxxxx-Xxxxx Certification to be Provided by the Securities Administrator

Exhibit R-1

Form of Forecasted Loss Report

Exhibit R-2

Form of Watch List Report

Exhibit R-3

Form of Redflag Dashboard Report

Exhibit R-4

Form of Gain/Loss Report

Exhibit R-5

Form of Mortgage Insurance Claims Report

Exhibit R-6

Form of Prepayment Premiums Report

Exhibit R-7

Form of Highlight Summary Report

Exhibit S

Form of Certification Regarding Servicing Criteria to be Addressed in Report on Assessment of Compliance

Exhibit T

[Reserved]

Exhibit U

Form of Certification to be Provided by the Credit Risk Manager

Exhibit V

Transaction Parties

Exhibit W

Form of Purchase Option Notice

Exhibit X

Form of NIM Residual Purchase Option Notice

Schedule A

Mortgage Loan Schedule (by Mortgage Pool)

Schedule B

Projected Aggregate Scheduled Principal Balance of Forty-Year Mortgage Loans

This TRUST AGREEMENT, dated as of November 1, 2006 (the “Agreement”), is by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), XXXXX FARGO BANK, N.A., a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”), and RISK MANAGEMENT GROUP, LLC, a New York limited liability company, as credit risk manager (the “Credit Risk Manager”).

PRELIMINARY STATEMENT

The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator 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 Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager 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, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any PPTL Premium, (ix) any FPD Premium, (x) the Final Maturity Reserve Trust, (xi) the Final Maturity Reserve Account, (xii) the obligation to pay Class I Shortfalls and (xiii) the Collateral Account (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections.

Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions.

The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets.

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 1:

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

On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement.

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

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

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

REMIC 2:

The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 2, each of which (other than the Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”):

Class Designation	Initial Principal Balance		Interest Rate
LT2-A	$	43,437,780.10		(1)
LT2-F1	$	11,492,000.00		(2)
LT2-V1	$	11,492,000.00		(3)
LT2-F2	$	11,152,000.00		(2)
LT2-V2	$	11,152,000.00		(3)
LT2-F3	$	10,822,000.00		(2)
LT2-V3	$	10,822,000.00		(3)
LT2-F4	$	10,502,500.00		(2)
LT2-V4	$	10,502,500.00		(3)
LT2-F5	$	10,191,000.00		(2)
LT2-V5	$	10,191,000.00		(3)
LT2-F6	$	9,890,000.00		(2)
LT2-V6	$	9,890,000.00		(3)
LT2-F7	$	9,597,500.00		(2)
LT2-V7	$	9,597,500.00		(3)
LT2-F8	$	9,313,500.00		(2)
LT2-V8	$	9,313,500.00		(3)
LT2-F9	$	9,037,500.00		(2)
LT2-V9	$	9,037,500.00		(3)
LT2-F10	$	9,698,500.00		(2)
LT2-V10	$	9,698,500.00		(3)
LT2-F11	$	9,439,000.00		(2)
LT2-V11	$	9,439,000.00		(3)
LT2-F12	$	9,187,000.00		(2)
LT2-V12	$	9,187,000.00		(3)
LT2-F13	$	8,942,500.00		(2)
LT2-V13	$	8,942,500.00		(3)
LT2-F14	$	8,705,500.00		(2)
LT2-V14	$	8,705,500.00		(3)
LT2-F15	$	10,117,000.00		(2)
LT2-V15	$	10,117,000.00		(3)
LT2-F16	$	9,990,500.00		(2)
LT2-V16	$	9,990,500.00		(3)
LT2-F17	$	9,843,500.00		(2)
LT2-V17	$	9,843,500.00		(3)
LT2-F18	$	9,755,000.00		(2)
LT2-V18	$	9,755,000.00		(3)
LT2-F19	$	9,607,500.00		(2)
LT2-V19	$	9,607,500.00		(3)

Class Designation		Initial Principal Balance	Interest Rate
LT2-F20	$	9,405,000.00	(2)
LT2-V20	$	9,405,000.00	(3)
LT2-F21	$	9,189,500.00	(2)
LT2-V21	$	9,189,500.00	(3)
LT2-F22	$	8,962,500.00	(2)
LT2-V22	$	8,962,500.00	(3)
LT2-F23	$	30,885,500.00	(2)
LT2-V23	$	30,885,500.00	(3)
LT2-F24	$	16,598,500.00	(2)
LT2-V24	$	16,598,500.00	(3)
LT2-F25	$	14,509,000.00	(2)
LT2-V25	$	14,509,000.00	(3)
LT2-F26	$	11,030,000.00	(2)
LT2-V26	$	11,030,000.00	(3)
LT2-F27	$	8,599,500.00	(2)
LT2-V27	$	8,599,500.00	(3)
LT2-F28	$	6,828,000.00	(2)
LT2-V28	$	6,828,000.00	(3)
LT2-F29	$	5,492,500.00	(2)
LT2-V29	$	5,492,500.00	(3)
LT2-F30	$	4,458,000.00	(2)
LT2-V30	$	4,458,000.00	(3)
LT2-F31	$	3,639,500.00	(2)
LT2-V31	$	3,639,500.00	(3)
LT2-F32	$	2,977,000.00	(2)
LT2-V32	$	2,977,000.00	(3)
LT2-F33	$	2,830,500.00	(2)
LT2-V33	$	2,830,500.00	(3)
LT2-F34	$	2,691,500.00	(2)
LT2-V34	$	2,691,500.00	(3)
LT2-F35	$	2,559,000.00	(2)
LT2-V35	$	2,559,000.00	(3)
LT2-F36	$	2,434,000.00	(2)
LT2-V36	$	2,434,000.00	(3)
LT2-F37	$	2,314,500.00	(2)
LT2-V37	$	2,314,500.00	(3)
LT2-F38	$	2,201,000.00	(2)
LT2-V38	$	2,201,000.00	(3)
LT2-F39	$	2,093,000.00	(2)
LT2-V39	$	2,093,000.00	(3)
LT2-F40	$	1,991,000.00	(2)
LT2-V40	$	1,991,000.00	(3)
LT2-F41	$	1,892,500.00	(2)
LT2-V41	$	1,892,500.00	(3)

Class Designation		Initial Principal Balance	Interest Rate
LT2-F42	$	1,800,500.00	(2)
LT2-V42	$	1,800,500.00	(3)
LT2-F43	$	1,712,000.00	(2)
LT2-V43	$	1,712,000.00	(3)
LT2-F44	$	1,628,000.00	(2)
LT2-V44	$	1,628,000.00	(3)
LT2-F45	$	1,548,000.00	(2)
LT2-V45	$	1,548,000.00	(3)
LT2-F46	$	1,472,000.00	(2)
LT2-V46	$	1,472,000.00	(3)
LT2-F47	$	1,400,000.00	(2)
LT2-V47	$	1,400,000.00	(3)
LT2-F48	$	1,332,000.00	(2)
LT2-V48	$	1,332,000.00	(3)
LT2-F49	$	1,266,000.00	(2)
LT2-V49	$	1,266,000.00	(3)
LT2-F50	$	1,203,500.00	(2)
LT2-V50	$	1,203,500.00	(3)
LT2-F51	$	1,145,500.00	(2)
LT2-V51	$	1,145,500.00	(3)
LT2-F52	$	1,088,500.00	(2)
LT2-V52	$	1,088,500.00	(3)
LT2-F53	$	1,035,000.00	(2)
LT2-V53	$	1,035,000.00	(3)
LT2-F54	$	984,500.00	(2)
LT2-V54	$	984,500.00	(3)
LT2-F55	$	936,000.00	(2)
LT2-V55	$	936,000.00	(3)
LT2-F56	$	891,000.00	(2)
LT2-V56	$	891,000.00	(3)
LT2-F57	$	847,000.00	(2)
LT2-V57	$	847,000.00	(3)
LT2-F58	$	808,500.00	(2)
LT2-V58	$	808,500.00	(3)
LT2-F59	$	769,000.00	(2)
LT2-V59	$	769,000.00	(3)
LT2-F60	$	730,500.00	(2)
LT2-V60	$	730,500.00	(3)
LT2-F61	$	695,000.00	(2)
LT2-V61	$	695,000.00	(3)
LT2-F62	$	660,000.00	(2)
LT2-V62	$	660,000.00	(3)
LT2-F63	$	628,000.00	(2)
LT2-V63	$	628,000.00	(3)

Class Designation		Initial Principal Balance		Interest Rate
LT2-F64	$	596,500.00		(2)
LT2-V64	$	596,500.00		(3)
LT2-F65	$	567,000.00		(2)
LT2-V65	$	567,000.00		(3)
LT2-F66	$	539,500.00		(2)
LT2-V66	$	539,500.00		(3)
LT2-F67	$	512,500.00		(2)
LT2-V67	$	512,500.00		(3)
LT2-F68	$	487,000.00		(2)
LT2-V68	$	487,000.00		(3)
LT2-F69	$	463,500.00		(2)
LT2-V69	$	463,500.00		(3)
LT2-F70	$	440,000.00		(2)
LT2-V70	$	440,000.00		(3)
LT2-F71	$	8,473,000.00		(2)
LT2-V71	$	8,473,000.00		(3)
LT2-R		(4	)	(4)

(1)

For any Distribution Date (and the related Accrual Period) the interest rate for the Class LT2-A Interest shall be the Net WAC Rate.

(2)

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

(3)

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

(4)

The Class LT2-R interest shall not have a principal amount and shall not bear interest. The Class LT2-R interest is hereby designated as the sole class of residual interest in REMIC 2.

On each Distribution Date, the Securities Administrator shall distribute the aggregate Interest Remittance Amount for the two Mortgage Pools (net of the expenses paid by REMIC 1) with respect to each of the Lower Tier Interests in REMIC 2 based on the above-described interest rates.

On each Distribution Date, the Securities Administrator shall distribute the aggregate Principal Remittance Amount with respect to the two Mortgage Pools with respect to the Lower Tier Interests in REMIC 2, first to the Class LT2-A Interest until its principal balance is reduced to zero, and then sequentially, to the other Lower Tier Interests in REMIC 2 in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 2 in the same manner that principal distributions are allocated.

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Premiums collected during the preceding Prepayment Period to the Class LT2-F71 Lower Tier Interest.

REMIC 3:

The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 3, each of which (other than the Class LT3-R interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3 Regular Interests”):

REMIC 3 Lower Tier Class Designation	REMIC 3 Lower Tier Interest Rate	Initial Class Principal Amount	Corresponding Class of Certificate(s)
Class LT3-A1	(1)	(3)	A1
Class LT3-A2	(1)	(3)	A2
Class LT3-A3	(1)	(3)	A3
Class LT3-A4	(1)	(3)	A4
Class LT3-A5	(1)	(3)	A5
Class LT3-M1	(1)	(3)	M1
Class LT3-M2	(1)	(3)	M2
Class LT3-M3	(1)	(3)	M3
Class LT3-M4	(1)	(3)	M4
Class LT3-M5	(1)	(3)	M5
Class LT3-M6	(1)	(3)	M6
Class LT3-M7	(1)	(3)	M7
Class LT3-M8	(1)	(3)	M8
Class LT3-M9	(1)	(3)	M9
Class LT3-B	(1)	(3)	B
Class LT3-Q	(1)	(4)	N/A
Class LT3-IO	(2)	(2)	N/A
Class LT3-R	(5)	(5)	R
Class LT3-Reserve-IO	(6)	(6)	N/A

(1)

For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests in REMIC 3 is a per annum rate equal to the weighted average of the interest rates on the Lower Tier Interests in REMIC 2 for such Distribution Date, provided, however, that (i) for any Distribution Date on which the Class LT3-IO Interest is entitled to a portion of the interest accruals on a Lower Tier Interest in REMIC 2 having an “F” in its class designation, as described in footnote two below, such weighted average shall be computed by first subjecting the rate on such Lower Tier Interest in REMIC 2 to a cap equal to Swap LIBOR for such Distribution Date and (ii) such weighted average shall be reduced by a per annum rate equal to a fraction (x) the numerator of which is equal to the product of (a) the Final Maturity Reserve Amount and (b) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the related Accrual Period and (y) the denominator of which is the aggregate Scheduled Principal Balance on the first day of the related Collection Period of the Mortgage Loans (not including for this purpose any such Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date).

(2)

The Class LT3-IO is an interest only class that does not have a principal balance. For only those Distribution Dates listed in the first column in the table below, the Class LT3-IO shall be entitled to interest accrued on the Lower Tier Interest in REMIC 2 listed in the second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such Lower Tier Interest in REMIC 2 for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.

Distribution Dates		REMIC 2 Class Designation
2		Class LT2-F1
2-3		Class LT2-F2
2-4		Class LT2-F3
2-5		Class LT2-F4
2-6		Class LT2-F5
2-7		Class LT2-F6
2-8		Class LT2-F7
2-9		Class LT2-F8
2-10		Class LT2-F9
2-11		Class LT2-F10
2-12		Class LT2-F11
2-13		Class LT2-F12
2-14		Class LT2-F13
2-15		Class LT2-F14
2-16		Class LT2-F15
2-17		Class LT2-F16
2-18		Class LT2-F17
2-19		Class LT2-F18
2-20		Class LT2-F19
2-21		Class LT2-F20
2-22		Class LT2-F21
2-23		Class LT2-F22
2-24		Class LT2-F23
2-25		Class LT2-F24
2-26		Class LT2-F25
2-27		Class LT2-F26
2-28		Class LT2-F27
2-29		Class LT2-F28
2-30		Class LT2-F29
2-31		Class LT2-F30
2-32		Class LT2-F31
2-33		Class LT2-F32
2-34		Class LT2-F33
2-35		Class LT2-F34
2-36		Class LT2-F35
2-37		Class LT2-F36
2-38		Class LT2-F37
2-39		Class LT2-F38
2-40		Class LT2-F39
2-41		Class LT2-F40
2-42		Class LT2-F41
2-43		Class LT2-F42
2-44		Class LT2-F43
2-45		Class LT2-F44
2-46		Class LT2-F45
2-47		Class LT2-F46
2-48		Class LT2-F47
2-49		Class LT2-F48
2-50		Class LT2-F49
2-51		Class LT2-F50
2-52		Class LT2-F51
2-53		Class LT2-F52
2-54		Class LT2-F53
2-55		Class LT2-F54
2-56		Class LT2-F55
2-57		Class LT2-F56
2-58		Class LT2-F57
2-59		Class LT2-F58
2-60		Class LT2-F59
2-61		Class LT2-F60
2-62		Class LT2-F61
2-63		Class LT2-F62
2-64		Class LT2-F63
2-65		Class LT2-F64
2-66		Class LT2-F65
2-67		Class LT2-F66
2-68		Class LT2-F67
2-69		Class LT2-F68
2-70		Class LT2-F69
2-71		Class LT2-F70
2-72		Class LT2-F71

(3)

This interest shall have an initial class principal amount equal to one-half of the initial Class Principal Amount of its Corresponding Class of Certificates.

(4)

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

(5)

The Class LT3-R interest is the sole class of residual interests in REMIC 3. It does not have an interest rate or a principal balance.

(6)

The Class LT3-Reserve-IO is an interest only class and does not have a principal balance. For each Distribution Date, this Lower Tier Interest shall be entitled to distributions equal to the Final Maturity Reserve Amount.

On each Distribution Date, interest shall be distributed on the Lower Tier Interests in REMIC 3 based on the above-described interest rates, provided, however, that interest that accrues on the Class LT3-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the Overcollateralization Amount for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the Class LT3-Q Interest. An amount equal to the interest so deferred shall be distributed as additional principal on the other Lower Tier Interests in REMIC 3 having a principal balance in the manner described under priority (a) below.

On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated, among the Lower Tier Interests in REMIC 3 in the following order of priority:

(a) First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9 and Class LT3-B Interests until the principal balance of each such Lower Tier Interest equals one-half of the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date; and

(b) Second, to the Class LT3-Q Interest, any remaining amounts.

On each Distribution Date, the Securities Administrator shall be deemed to have distributed the Prepayment Premiums passed through with respect to the Class LT2-F71 Lower Tier Interest in REMIC 2 on such Distribution Date to the Class LT3-Q Interest.

The Certificates:

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

Class Designation	Certificate Interest Rate		Initial Class Principal Amount			Minimum Denomination
Class A1		(1)	$	258,861,000.00		$	25,000
Class A2		(2)	$	212,550,000.00		$	25,000
Class A3		(3)	$	36,339,000.00		$	25,000
Class A4		(4)	$	71,948,000.00		$	25,000
Class A5		(5)	$	19,167,000.00		$	25,000
Class M1		(6)	$	71,465,000.00		$	100,000
Class M2		(7)	$	33,536,000.00		$	100,000
Class M3		(8)	$	11,179,000.00		$	100,000
Class M4		(9)	$	11,578,000.00		$	100,000
Class M5		(10)	$	9,582,000.00		$	100,000
Class M6		(11)	$	7,586,000.00		$	100,000
Class M7		(12)	$	9,183,000.00		$	100,000
Class M8		(13)	$	6,787,000.00		$	100,000
Class M9		(14)	$	7,985,000.00		$	100,000
Class B		(15)	$	11,178,000.00		$	100,000
Class X		(16)		(16	)		10	%
Class R		(17)		(17	)		100	%
Class P		(18)	$	100.00			10	%
Class LT-R		(19)		(19	)		100	%

(1)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.160% and (ii) with respect to any Distribution Date on which the Class Principal Amounts of the Group 2 Senior Certificates are outstanding, the Pool 1 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 2 Senior Certificates have been reduced to zero, 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 A1 Certificates will be LIBOR plus 0.320%. For purposes of the REMIC Provisions, each reference to a Net Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A1 Certificates is based on a Net Funds Cap, the amount of interest that would have accrued on the Class A1 Certificates if the REMIC 3 Net Funds Cap were substituted for the Net Funds Cap shall be treated as having been paid by the Class A1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(2)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.050% and (ii) with respect to any Distribution Date on which the Class Principal Amount of the Group 1 Senior Certificates is outstanding, the Pool 2 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates have been reduced to zero, 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 A2 Certificates will be LIBOR plus 0.100%. For purposes of the REMIC Provisions, each reference to a Net Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A2 Certificates is based on a Net Funds Cap, the amount of interest that would have accrued on the Class A2 Certificates if the REMIC 3 Net Funds Cap were substituted for the Net Funds Cap shall be treated as having been paid by the Class A2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(3)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.130% and (ii) with respect to any Distribution Date on which the Class Principal Amount of the Group 1 Senior Certificates is outstanding, the Pool 2 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates have been reduced to zero, 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 A3 Certificates will be LIBOR plus 0.260%. For purposes of the REMIC Provisions, each reference to a Net Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A3 Certificates is based on a Net Funds Cap, the amount of interest that would have accrued on the Class A3 Certificates if the REMIC 3 Net Funds Cap were substituted for the Net Funds Cap shall be treated as having been paid by the Class A3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(4)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.170% and (ii) with respect to any Distribution Date on which the Class Principal Amount of the Group 1 Senior Certificates is outstanding, the Pool 2 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amount of the Group 1 Senior Certificates has been reduced to zero, 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 A4 Certificates will be LIBOR plus 0.340%. For purposes of the REMIC Provisions, each reference to a Net Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A4 Certificates is based on a Net Funds Cap, the amount of interest that would have accrued on the Class A4 Certificates if the REMIC 3 Net Funds Cap were substituted for the Net Funds Cap shall be treated as having been paid by the Class A4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(5)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.220% and (ii) with respect to any Distribution Date on which the Class Principal Amount of the Group 1 Senior Certificates is outstanding, the Pool 2 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amount of the Group 1 Senior Certificates has been reduced to zero, 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 A5 Certificates will be LIBOR plus 0.440%. For purposes of the REMIC Provisions, each reference to a Net Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A5 Certificates is based on a Net Funds Cap, the amount of interest that would have accrued on the Class A5 Certificates if the REMIC 3 Net Funds Cap were substituted for the Net Funds Cap shall be treated as having been paid by the Class A5 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(6)

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 0.240% 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 0.360%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M1 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M1 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M1 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(7)

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 0.290% 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 0.435%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M2 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M2 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M2 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(8)

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 0.330% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M3 Certificates will be LIBOR plus 0.495%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M3 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M3 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M3 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(9)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.370% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M4 Certificates will be LIBOR plus 0.555%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M4 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M4 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M4 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(10)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.400% 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 0.600%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M5 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M5 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M5 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M5 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(11)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M6 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.460% 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 0.690%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M6 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M6 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M6 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M6 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(12)

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 0.850% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M7 Certificates will be LIBOR plus 1.275%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M7 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M7 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M7 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M7 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(13)

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 1.350% 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 2.025%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M8 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M8 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M8 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M8 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(14)

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 2.500% 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 3.750%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M9 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M9 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M9 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M9 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(15)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.500% 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 B Certificates will be LIBOR plus 3.750%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class B Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(16)

For purposes of the REMIC Provisions, Class X shall have an initial principal balance of $19,563,680.10 and the right to receive distributions of such amount represents a regular interest in the Upper Tier REMIC. The Class X Certificate shall also comprise three notional components, each of which represents a regular interest in the Upper Tier REMIC. The first such component has a notional balance that will at all times equal the aggregate of the Class Principal Amounts of the Lower Tier Interests in REMIC 3, and, for each Distribution Date (and the related Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) (a) the weighted average of the interest rates on the Lower Tier Interests in REMIC 3 (other than any interest-only regular interests) minus (b) the Credit Risk Manager’s Fee Rate, over (ii) the Adjusted Lower Tier WAC. The second notional component represents the right to receive all distributions in respect of the Class LT3-IO Interest in REMIC 3 (the “Class LT4-I” interest). The third notional component represents the right to receive all distributions in respect of the Class LT3-Reserve-IO Interest. In addition, for purposes of the REMIC Provisions, the Class X Certificate shall represent beneficial ownership of (i) the Basis Risk Reserve Fund; (ii) the Supplemental Interest Trust, including the Swap Agreement, the Swap Account, the Interest Rate Cap Agreement and the Interest Rate Cap Account, (iii) any PPTL Premiums, (iv) any FPD Premiums, (v) the Final Maturity Reserve Trust and (vi) an interest in the notional principal contracts described in Section 10.01(n) hereof.

(17)

The Class R Certificate will be issued without a Class Principal Amount and will not bear interest at a stated rate. The Class R Certificate represents ownership of the residual interest in the Upper Tier REMIC, as well as ownership of the Class LT2-R Interest and Class LT3-R Interest. The Class R Certificate will be issued as a single Certificate evidencing the entire Percentage Interest in such Class.

(18)

The Class P Certificates shall not bear interest at a stated rate. Prepayment Premiums paid with respect to the Mortgage Loans shall be paid to the Holders of the Class P Certificates as provided in Section 5.02(i). For purposes of the REMIC Provisions, Class P shall represent a regular interest in the Upper Tier REMIC.

(19)	The Class P Certificates will have an initial Class P Principal Amount of $100.

(20)

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

As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $798,487,780.10.

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

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

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

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

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

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

Accrual Period: With respect to each Class of LIBOR Certificates and any Distribution Date, the period beginning on the Distribution Date in the calendar month immediately preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, beginning on November 25, 2006) and ending on the day immediately preceding the related Distribution Date, as calculated in accordance with Section 1.03.

Act: As defined in Section 3.03(c).

Additional Collateral: None.

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

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

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

Additional Termination Event: As defined in the Swap Agreement.

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

Adjusted Lower Tier WAC: For any Distribution Date (and the related Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class LT3-B and Class LT3-Q Interests, weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period and computed by subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%, and by subjecting the rate on each of the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9 and Class LT3-B Interests to a cap that corresponds to the Certificate Interest Rate (determined by substituting the REMIC 3 Net Funds Cap for the applicable Net Funds Cap) for the Corresponding Class of Certificates; provided, however, that for each Class of LIBOR Certificates, the Certificate Interest Rate shall be multiplied by an amount equal to (a) the actual number of days in the Accrual Period, divided by (b) 30.

Advance: With respect to a Mortgage Loan other than a Simple Interest Mortgage Loan, an advance of the aggregate of payments (other than Balloon Payments) of principal and interest (net of the applicable Servicing Fee) on one or more Mortgage Loans that were due on a 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 or on behalf of the Master Servicer and any Servicer (or by the Trustee as successor to the Master Servicer) pursuant to Section 5.04, but only to the extent that such amount is expected, in the reasonable judgment of the Master Servicer or Servicer (or by the Trustee as successor to the Master Servicer), to be recoverable from collections or recoveries in respect of such Mortgage Loans. With respect to a Simple Interest Mortgage Loan, an advance of an amount equal to the interest accrual on such Simple Interest Mortgage Loan through the related Due Date but not received as of the close of business on the related Distribution Date (net of applicable Servicing Fee) required to be made by or on behalf of the Master Servicer or any Servicer (or by the Trustee as successor to the Master Servicer) pursuant to Section 5.04, but only to the extent that such amount is expected, in the reasonable judgment of the Master Servicer or Servicer (or by the Trustee as successor to the Master Servicer), to be recoverable from collections or recoveries in respect of such Simple Interest Mortgage Loans.

Adverse REMIC Event: Either (i) the 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) the imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund.

Affected Party: As defined in the Swap Agreement.

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

Aggregate Expense Rate: With respect to any Mortgage Loan, the sum of the related Servicing Fee Rate and the applicable Insurance Fee Rate, in the case of any Mortgage Loan covered by a Bulk PMI Policy or a LPMI Policy.

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

Aggregate Pool Balance: As of any date of determination, the aggregate of the Pool Balances of Pool 1 and Pool 2 on such 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.

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

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 after giving effect to 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 Pool Balance for such Distribution Date.

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

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

Aurora: Aurora Loan Services LLC.

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

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

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

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

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

Bankruptcy: 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, the sum of (i) any Basis Risk Shortfall for such Distribution Date, (ii) any Unpaid Basis Risk Shortfall from previous Distribution Dates and (iii) any Required Reserve Fund Deposit for such Distribution Date. The amount of the Basis Risk Payment for any Distribution Date cannot exceed the amount of Monthly Excess Cashflow otherwise available for distribution pursuant to Section 5.02(f)(iv) of this Agreement.

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, 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 Pool 1 Net Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable, for such date but subject to a cap equal to the applicable Maximum Interest Rate, exceeds the amount of interest calculated at the Pool 1 Net Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable.

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

Bid Due Date: As defined in Section 7.01(d).

Bid Holder: As defined in Section 7.01(d)

Bid Month: As defined in Section 7.01(d).

Bid Price: As defined in Section 7.01(d).

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

Bulk PMI Policy: Any of the (A)(i) the MGIC Mortgage Guaranty Select Master Policy for Multiple Loan Transactions No. 22-590-4-3687 and the MGIC Letter Agreement dated November 22, 2006 and (ii) Commitment Certificates covering $76,173,256.67 aggregate principal balance of insurable Mortgage Loans and (B) PMI Mortgage Master Policy No. 00000-0000-0, Bulk No. 2006-0996, subject to the terms and conditions of PMI Mortgage’s Bulk Primary First Lien Master Policy UW 2510.00 (09/00) and the PMI Letter Agreement dated November 30, 2006, covering $70,946,536.17 aggregate principal balance of insurable Mortgage Loans.

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

Call Option: The option of the Master Servicer or the LTURI-holder to cause the Trust Fund to adopt a plan of complete liquidation referred to in Section 7.01(b).

Cap Counterparty: The counterparty to the Supplemental Interest Trust under the Interest Rate Cap Agreement, and any successor in interest or assigns. Initially, the Cap Counterparty shall be IXIS Financial Products Inc.

Cap Replacement Receipts: As defined in Section 5.09(b).

Cap Replacement Receipts Account: As defined in Section 5.09(b).

Cap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Interest Rate Cap Agreement, the payment required to be made by the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms of the Interest Rate Cap Agreement, and any unpaid amounts due on previous Interest Rate Cap Payment Dates and accrued interest thereon as provided in the Interest Rate Cap Agreement, as calculated by the Cap Counterparty and furnished to the Securities Administrator.

Cap Termination Receipts: As defined in Section 5.09(b).

Cap Termination Receipts Account: As defined in Section 5.09(b).

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

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

Certificate Account: The account maintained by the Securities Administrator in accordance with the provisions of Section 4.01.

Certificate Interest Rate: With respect to each Class of Certificates and any Distribution Date, the applicable per annum rate set forth or described under the heading “The Certificates” 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 LIBOR Certificate, the initial Certificate Principal Amount thereof on the Closing Date, less the amount of all principal distributions previously distributed with respect to such Certificate and, in the case of the Subordinate Certificates, any Applied Loss Amount previously allocated to such Certificate; provided, however, that on each Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Class of Subordinate Certificates whose Certificate Principal Amount has previously been reduced by application of Applied Loss Amounts 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 Distribution Date and (2) the total amount of any Subsequent Recovery distributed on such Distribution Date to Certificateholders, after application for this purpose to any more senior Classes of Certificates. The Class X, Class R and Class LT-R Certificates are issued without Certificate Principal Amounts. The Class P Certificates are issued with an initial Class P Principal Amount of $100.

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

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

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

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

Civil Relief Act: The Servicemembers Civil Relief Act, as amended, or any similar state or local statute.

Class: All Certificates, in the case of REMIC 4, all interests bearing the same class designation, and, in the case of REMIC 1, REMIC 2 and REMIC 3, all Lower Tier Interests, bearing the same class designation.

Class B 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 of the Class Principal Amounts 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 (ii) the Class Principal Amount of the Class B Certificates immediately prior to such Distribution Date exceeds (y) the Class B Target Amount.

Class B Target Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 95.10% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Overcollateralization Floor.

Class I Shortfalls: As defined in Section 10.01(n) hereof. For purposes of clarity, the Class I Shortfall for any Distribution Date shall equal the amount payable to the Swap Counterparty on such Distribution Date in excess of the amount payable on the Class LT4-I interest in the Upper Tier REMIC on such Distribution Date, all as further provided in Section 10.01(n) hereof.

Class LT-R Certificate: Each Class LT-R Certificate executed by the Securities Administrator 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 REMIC 1.

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

Class M1 Enhancement Percentage: With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of (i) the aggregate Class Principal Amount of the Subordinate Certificates (other than the Class M1 Certificates) and (ii) the Overcollateralization Amount for such Distribution Date (which, for purposes of this definition only, will not be less than zero), in each case after giving effect to distributions on such Distribution Date, and the denominator of which is the Aggregate Pool Balance for such Distribution Date.

Class Notional Amount: Not applicable.

Class P Principal Amount: As of the Closing Date, $100.

Class Principal Amount: With respect to any Class of LIBOR Certificates and any date of determination, the aggregate of the Certificate Principal Amounts of all Certificates of such Class on such date. With respect to the Class X, Class P, Class LT-R and Class R Certificates, zero. With respect to any Lower Tier Interest, the initial Class Principal Amount as shown or described in the table set forth in the Preliminary Statement to this Agreement for the issuing REMIC, as reduced by principal distributed with respect to such Lower Tier Interest and Realized Losses allocated to such Lower Tier Interest.

Class R Certificate: Each Class R Certificate executed by the Securities Administrator, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the Class LT2-R Interest, Class LT3-R Interest and the residual interest in the Upper Tier REMIC.

Class X Distributable Amount: With respect to any Distribution Date, the amount of interest that has accrued on the Class X Notional Balance, as described in the Preliminary Statement, but that has not been distributed prior to such date. In addition, such amount shall include the initial Overcollateralization Amount of $19,563,680.10 ($19,563,780.10 less $100 of such amount allocated to the Class P Certificates) to the extent such amount has not been distributed on an earlier Distribution Date as part of the Aggregate Overcollateralization Release Amount.

Class X Notional Balance: With respect to any Distribution Date (and the related Accrual Period) the aggregate principal balance of the regular interests in REMIC 3 as specified in the Preliminary Statement hereto.

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: November 30, 2006.

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

Collateral Account: The account maintained by the Securities Administrator in accordance with the provisions of Section 5.07(c).

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

Commission: The United States Securities and Exchange Commission.

Compensating Interest Payment: With respect to any Distribution Date, an amount equal to the aggregate amount of any Prepayment Interest Shortfalls required to be paid by the Servicers with respect to such Distribution Date. The Master Servicer (solely in its capacity as master servicer) shall not be responsible for making any Compensating Interest Payment.

Controlling Person: With respect to any Person, any other Person who “controls” such Person within the meaning of the Securities Act.

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

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

Cooperative Loan: 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 fil

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STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator RISK MANAGEMENT GROUP, LLC, as Credit Risk Manager, and U.S. BANK NATIONAL ASSOCIATION, as Trustee