Common use of Certificate Account Clause in Contracts

Certificate Account. (a) The Securities Administrator shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (vi) any payments or collections in the nature of prepayment charges received by the Master Servicer in respect of the Mortgage Loans and the related Prepayment Period. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Trustee in writing of the amount so calculated. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Trustee in writing of the amount so calculated. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, and all other amounts constituting the Available Distribution Amounts for the immediately succeeding Distribution Date. (b) [reserved] (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may realized. The Trustee or its Affiliates are permitted to receive compensation that could be necessary deemed to ensure that be in the Certificateholders shall be entitled Trustee's economic self-interest for (i) serving as investment adviser (with respect to the priorities afforded investments made through its Affiliates), administrator, shareholder servicing agent, custodian or sub-custodian with respect to such a trust account (in addition to a claim against the estate certain of the TrusteePermitted Investments, (ii) as provided by 12 U.S.C. ss. 92a(e), using Affiliates to effect transactions in certain Permitted Investments and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations(iii) effecting transactions in certain Permitted Investments.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholdersone or more Eligible Accounts (collectively, the "Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be "), held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders Holders, subject to the security interest in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account all of the Trust Fund segregated on the books Property granted in favor of the Securities Administrator Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses. The Trustee, on behalf of the TrusteeHolders, shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Account and in all proceeds thereof, subject to the funds deposited therein shall not be subject to, and shall be protected from, security interest in all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver Trust Property granted in favor of the Trustee or Swap Counterparty pursuant to the Master Servicer)Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses. The Certificate Account shall be an Eligible Accountunder the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Certificate Account may be a sub-all amounts collected with respect to the Underlying Securities, Swap Agreement and the Swap Guarantee including: (i) all payments received by the Trustee on account of principal of the Underlying Securities; (ii) all payments received by the Trustee on account of interest (if any) on the Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on the Underlying Securities; (iv) all Swap Amounts and all other payments, if any, received by the Trustee on account of the Custodial Account Swap Agreement; (v) all payments under the Credit Support; (vi) any payments under any other assets deposited with the Trust; (vii) the Certificate Principal Balance, if applicable; (viii) all payments received by the Trustee on account of the Swap Guarantee; and (vii) it is understood and agreed that payments in such case any withdrawals from the Custodial Account and deposits into nature of prepayment or redemption penalties, late payment charges or assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Certificate Account and shall not be deemed to have been maderetained by the Trustee for its own account. The amount If, at any time credited to time, a formerly Eligible Account no longer fulfills the definition of Eligible Account, the Trustee shall within five Business Days or by the next Distribution Date, whichever comes earlier, establish a new Certificate Account shall be (i) held in meeting the conditions specified above and transfer any cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts investments on deposit in the Certificate Account or benefit to such new Certificate Account, and from funds uninvested therein from time to time the date such new Certificate Account is established, it shall be for the account Certificate Account. (b) The Trustee shall give notice to the Depositor and the Rating Agencies of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution location of any and all investment earnings from each Eligible Account constituting the Certificate Account on each Distribution Date. If there is prior to any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationschange thereof.

Certificate Account. (a) The Securities Administrator Master Servicer shall establish and maintain in the name on behalf of the Trustee, for the benefit of the Certificateholders, the Certificate Account in which the Master Servicer shall deposit or cause to be deposited, or as and when received and identified from the Servicer, the following: (i) Any amounts withdrawn from a segregated trust account Protected Account; (ii) Any Monthly Advance and any payments of Compensating Interest; (iii) Any Insurance Proceeds, Net Liquidation Proceeds or accounts and it may be a sub-account Subsequent Recoveries received by or on behalf of the Custodial Servicer or Master Servicer or which were not deposited in a Protected Account; (iv) Any proceeds of any Mortgage Loan or REO Property repurchased or purchased in accordance with Sections 2.02, 2.04 and 9.01, and all amounts required to be deposited in connection with the substitution of an Eligible Substitute Mortgage Loan pursuant to Section 2.04; (v) Any amounts required to be deposited with respect to losses on investments of deposits in an Account; and (vi) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges need not be credited by the Master Servicer or the Servicer to the Certificate Account, as applicable. In the event that the Master Servicer shall deposit or cause to be deposited to the Distribution Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of Funds in the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be invested in Permitted Investments. To the extent provided in this Agreement, amounts on deposit in a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall may be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held invested in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested Permitted Investments in the name of the TrusteeTrustee for the benefit of Certificateholders and, except as provided in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits preceding paragraph, not commingled with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentany other funds. All Such Permitted Investments shall mature mature, or shall be subject to redemption or withdrawal withdrawal, no later than the date on or beforewhich such funds are required to be withdrawn for deposit in the Distribution Account, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor until required for such deposit. The income earned from Permitted Investment is an affiliate Investments made pursuant to this Section 3.17 shall be paid to the Master Servicer, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities AdministratorMaster Servicer. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator Master Servicer shall deposit the amount of the any such loss to the Certificate Account. With respect to in the Certificate Account and within two Business Days of receipt of notification of such loss but not later than the funds deposited therein, second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Trustee. The Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled give notice to the priorities afforded to such a trust account (in addition to a claim against Trustee and the estate Depositor of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or location of the Certificate Account after any applicable comparable state statute applicable to state chartered banking corporationschange thereof.

Certificate Account. (a) The Securities Administrator On or before the Closing Date, the Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust collection account or accounts and it may be a sub-account of (the Custodial "Certificate Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee"), and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall which must be an Eligible Account. The Certificate Account may is to be a sub-account held by or for the benefit of the Custodial Trustee on behalf of the Certificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds in such account are held for the benefit of the Trustee. The Trustee may elect to use a single Certificate Account for more than one Series of Certificates PROVIDED, that in any such event, the Servicer shall cause separate accounting and records to be maintained within the Certificate Account with respect to each separate Series. (b) The Servicer shall deposit into the appropriate Certificate Account on a daily basis, and in such case any withdrawals from no event later than two Business Days following deposit thereof to the Custodial Servicing Account after the Servicer's collection thereof, all payments and deposits collections received by it on each Outstanding Asset on or after the effective date of the related Pooling and Servicing Agreement (including Net Liquidation Proceeds, Insurance Proceeds and Repurchase Prices in respect thereof), except amounts collected in respect of Monthly Payments due on or prior to the Cut-off Date. On or prior to the Closing Date, the Servicer shall deposit into the Certificate Account shall be deemed to have been made. The amount at any time credited all installments of principal and interest due on the Assets after the Cut-off Date and received by the Servicer prior to the Certificate Account shall be Closing Date, plus each Principal Prepayment of any Asset (iincluding any related payment of interest) held in cash and fully insured received by the FDIC Servicer on or after the Cut-off Date but prior to the maximum coverage provided thereby or Closing Date. (iic) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts Amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time may be invested at the direction of the Servicer in Eligible Investments, and earnings on amounts deposited in such account shall be for credited to the account of the Securities AdministratorServicer as servicing compensation in addition to the Servicing Fee and shall offset P&I Advances due from the Servicer in respect of the Distribution Date next succeeding the date on which such earnings were made or, in the alternative at the Servicer's option, may be released to the Servicer on such Distribution Date. The Securities Administrator amount of any losses incurred in respect of any such investments shall be permitted to withdraw or receive distribution of any and all investment earnings from deposited in the Certificate Account on each Distribution Date. If there is by the Servicer out of its own funds immediately upon realization of any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationslosses.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), Section 4.07 or Section 4.08 or deposited into the Insurance Account pursuant to Section 12.02(b), (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section 9.01, (vi) an amount equal to the Insurer Premium payable on such Distribution Date, (vii) any prepayment charges on the Mortgage Loans received during the related Prepayment Period and (viii) all other amounts constituting the Group I or Group II Available Distribution Amount for the immediately succeeding Distribution Date. (b) [reserved] (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts and it may be a sub-account accounts. The Certificate Account shall have five separate subaccounts, one each for all funds with respect to each Mortgage Loan Group. The Trustee will deposit in the appropriate subaccount as identified by each Master Servicer, of the Custodial Certificate Account as received the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b) or the Custody Account pursuant to Section 4.04; (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by each Master Servicer which were not deposited in a Protected Account or the Custody Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by BSMCC pursuant to Sections 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 10.01; (v) Any amounts required to be deposited with respect to losses on Permitted Investments pursuant to Section 4.04(d) below; and (vi) Any other amounts received by each Master Servicer or the Trustee and required to be deposited in such subaccount of the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(ii), (iii), (iv), (v), (vii), (viii), (x) and (xii) need not be credited by a Master Servicer or the related Sub-Servicer to the Certificate Account and may be retained by such Master Servicer or the related Sub-Servicer as servicing compensation. In the event that a Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, or shall deposit or cause to be deposited to a subaccount of the Certificate Account any amount which should appropriately be credited to another subaccount of the Certificate Account, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of such Master Servicer, shall promptly transfer such amount to such Master Servicer or to the appropriate other subaccount of the Certificate Account, as applicable, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of Trustee and held by the TrusteeTrustee in trust in its Corporate Trust Office , and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator Trustee or the a Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the such Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or thereby, (ii) invested invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in Permitted Investments described in clause (viii) of the definition of Permitted Investments to be held by the Trustee as the Trustee may select, or (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in such Permitted Investments selected amount as, in the judgment of the Trustee, cannot reasonably be invested in accordance with items (i) or (ii) of this sentence, held by the Securities Administrator or deposited Trustee uninvested in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentCertificate Account. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator On or before the Closing Date, the Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust collection account or accounts and it may be a sub-account of (the Custodial "Certificate Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee"), and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall which must be an Eligible Account. The Certificate Account may is to be a sub-account held by or for the benefit of the Custodial Account Trustee on behalf of the Certificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds in such case account are held for the benefit of the Trustee. The Trustee may elect to use a single Certificate Account for more than one Series of Certificates provided, that in any withdrawals from such event, the Custodial Master Servicer shall cause separate accounting and records to be maintained within the Certificate Account with respect to each separate Series. (b) The Master Servicer shall deposit into the appropriate Certificate Account no later than two Business Days following deposit thereof to the Collection Account after the Master Servicer's collection thereof, all payments and deposits collections received by it on each Outstanding Asset on or after the effective date of the related Pooling and Servicing Agreement (including Net Liquidation Proceeds, Insurance Proceeds and Repurchase Prices in respect thereof), except amounts collected in respect of Monthly Payments due on or prior to the Cut-off Date. On or prior to the Closing Date, the Master Servicer shall deposit into the Certificate Account shall be deemed to have been made. The amount at any time credited all installments of principal and interest due on the Assets after the Cut-off Date and received by the Master Servicer prior to the Certificate Account shall be Closing Date, plus each Principal Prepayment of any Asset (iincluding any related payment of interest) held in cash and fully insured received by the FDIC Master Servicer on or after the Cut-off Date but prior to the maximum coverage provided thereby or Closing Date. (iic) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts Amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time may be invested at the direction of the Master Servicer in Eligible Investments, and earnings on amounts deposited in such account shall be for credited to the account of the Securities AdministratorMaster Servicer as servicing compensation in addition to the Servicing Fee and shall offset P&I Advances due from the Master Servicer in respect of the Distribution Date next succeeding the date on which such earnings were made or, in the alternative at the Master Servicer's option, may be released to the Master Servicer on such Distribution Date. The Securities Administrator amount of any net losses incurred in respect of any such investments shall be permitted to withdraw or receive distribution of any and all investment earnings from deposited in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take out of its own funds immediately upon realization of any such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationslosses.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Supplemental Interest Trust Trustee in writing of the amount so calculated. On or prior to each Distribution Date, the Master Servicer shall withdraw from the Custodial Account an amount equal to the Credit Risk Manager Fee for such Distribution Date and shall pay or direct the Trustee to pay from the Certificate Account such amount to the Credit Risk Manager. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts and it may be a accounts. The Certificate Account shall have four separate sub-accounts, one each for all funds with respect to each Mortgage Loan Group. The Trustee will deposit in the appropriate sub-account of the Custodial Certificate Account, as identified by the Master Servicer, as received the following amounts: (i) Any amounts withdrawn from the Master Servicer Collection Account pursuant to Section 4.01(d) or the Custody Account pursuant to Section 4.04; (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by or on behalf of the Master Servicer which were not deposited in a Protected Account or the Custody Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by BSMCC pursuant to Sections 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a Repurchase Price and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 10.01; (v) Any amounts required to be deposited with respect to losses on Permitted Investments pursuant to Section 4.04(d) below; and (vi) Any other amounts received by or on behalf of the Master Servicer, a Sub-Servicer or the Trustee and required to be deposited in such sub-account of the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be deposited by 12:00 P.M. New York time in immediately available funds on the Business Day prior to each Distribution Day and shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(ii), (iii), (iv), (v), (vii), (viii), (x) and (xii) need not be credited by the related Sub-Servicer to the Master Servicer Collection Account and may be retained by the related Sub-Servicer as servicing compensation. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, or shall deposit or cause to be deposited to a sub-account of the Certificate Account any amount which should appropriately be credited to another sub-account of the Certificate Account, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer or to the appropriate other sub-account of the Certificate Account, as applicable, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of Trustee and held by the TrusteeTrustee in trust in its Corporate Trust Office , and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator Trustee or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or or, (ii) invested provided such amounts are received pursuant to Section 4.02(b), invested, at the written direction of the Master Servicer, in Permitted Investments. In the absence of written direction by the Master Servicer, all funds in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentCertificate Account shall remain uninvested. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All The Master Servicer shall be entitled to all investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. ' 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator shall establish and maintain in a Certificate Account for the name deposit of funds received by the Securities Administrator with respect to the Mortgage Certificates. Such account shall be maintained as an Eligible Account. The Securities Administrator shall give notice to the Depositor of the Trustee, for the benefit location of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of any change in the Custodial Accountlocation thereof. (b) All amounts deposited to The Securities Administrator shall deposit into the Certificate Account on the day of receipt thereof all amounts received by it with respect to the Mortgage Certificates and shall, in addition, deposit into the Certificate Account, in the case of any Mortgage Certificate that is repurchased by the Depositor pursuant to Section 2.02 or 9.01, the purchase price therefor, not later than the Business Day next following the day of receipt and posting by the Securities Administrator. If the Securities Administrator shall not have received a distribution with respect to any Mortgage Certificates by the Business Day after the date on which such distribution was due and payable pursuant to the terms of such Mortgage Certificates, the Securities Administrator shall notify the Certificateholders, request such payment as promptly as possible in accordance with law and shall, except as otherwise set forth in this paragraph, take such legal action as directed by the Holders of Certificates entitled to a majority of the aggregate Voting Rights. The reasonable legal fees and expenses incurred by the Securities Administrator in connection with the prosecution of any such legal action shall be held reimbursable to the Securities Administrator out of the proceeds of any such action and shall be retained by the Trustee Securities Administrator prior to the deposit of any remaining proceeds in the name of the Trustee in trust for the benefit of Certificate Account pending distribution thereof to the Certificateholders in accordance with Section 4.01. In the terms event that the Securities Administrator has reason to believe that the proceeds of any such legal action may be insufficient to reimburse it for its projected legal fees and provisions expenses, the Securities Administrator shall notify the Certificateholders that it is not obligated to pursue any such available remedies unless adequate indemnity for its legal fees and expenses is provided by the Certificateholders. In the event any such indemnity is provided to the Securities Administrator, the Securities Administrator shall take such action as shall be directed by the Holders of this AgreementCertificates entitled to a majority of the Voting Rights. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and may cause the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account to be invested in Eligible Investments. No such Eligible Investments will be sold or benefit from funds uninvested therein from time disposed of at a gain prior to time shall maturity unless the Securities Administrator has received an Opinion of Counsel or other evidence satisfactory to it that such sale or disposition will not cause the Trust Estate to be subject to Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause the Trust Estate to fail to qualify as a REMIC while any Certificates are outstanding. Any amounts deposited in the Certificate Account prior to the Distribution Date may be invested for the account of the Securities AdministratorAdministrator and any investment income thereon shall be additional compensation to the Securities Administrator for services rendered under this Agreement. The Securities Administrator amount of any losses incurred in respect of any such investments shall be permitted to withdraw or receive distribution of any and all investment earnings from deposited in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, by the Securities Administrator shall deposit out of its own funds immediately as realized, without any right of reimbursement therefor from the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsTrust Estate.

Certificate Account. (a) The Securities Administrator shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.each

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts accounts. The Trustee will deposit in the Certificate Account as identified by the Master Servicer and it may be as received, the following amounts: (i) Any amounts withdrawn from a sub-account Protected Account; (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by or on behalf of the Custodial Trustee which were not deposited in a Protected Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by EMC pursuant to Sections 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a Repurchase Price, and all proceeds of any Mortgage Loans or property acquired in connection with a purchase pursuant to any Servicing Agreements or the optional termination of the Trust; (v) Any amounts required to be deposited with respect to losses on investments of deposits in an Account; and (vi) Any other amounts received by or on behalf of the Master Servicer or the Trustee and required to be deposited in the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of Trustee and held by the TrusteeTrustee in trust in its Corporate Trust Office, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator Trustee or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator Trustee or deposited in demand deposits with such depository institutions as selected by the Securities AdministratorTrustee, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities AdministratorTrustee. The Securities Administrator Trustee shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Dateat any time. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator Trustee shall deposit the amount of the loss to in the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Supplemental Interest Trust Trustee in writing of the amount so calculated. On or prior to each Distribution Date, the Master Servicer shall withdraw from the Custodial Account an amount equal to the Credit Risk Manager Fee for such Distribution Date and shall pay such amount to the Credit Risk Manager. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2004-S2” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Securities Administrator to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the Pool Insurers); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee shall invest, or cause to be invested funds held in the Certificate Account in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments shall be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution its own funds, without any right of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositreimbursement therefor, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts: (1) owed by the Swap Counterparty under the Swap Agreement, (2) owed by the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement and (3) any amounts owed by the Corridor Contracts Provider under the Corridor Agreements and inform the Supplemental Interest Trust Trustee in writing of the amounts so calculated. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any P&I Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (vi) any payments or collections in the nature of prepayment charges received by the Master Servicer in respect of the Mortgage Loans and the related Prepayment Period. (b) [Reserved]. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trusteeestablish, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited prior to the Certificate Account Delivery Date, and shall be held by the Trustee maintain, in the name of the Trustee on behalf of the Holders of interests in trust the Trust Fund, the Certificate Account, which shall be an Eligible Account, into which the Trustee upon receipt from the Servicer shall deposit all payments remitted by the Servicer and any amounts required to be remitted by the Depositor pursuant to the terms hereof. All distributions to be made from time to time to Holders of interests in the Trust Fund out of funds in the Certificate Account shall be made by or on behalf of the Trustee. The Trustee will give notice to the Servicer, the Rating Agencies, the Insurer and the Depositor of the location of the Certificate Account and of any change thereof, prior to the use thereof. Funds held in the Certificate Account and delivered to the Trustee earlier than one Business Day prior to the next Distribution Date shall be invested by the Trustee in Eligible Investments as directed by the Servicer or shall remain uninvested. All income and gain net of any losses realized from any such investment shall be for the benefit of the Certificateholders Servicer and shall be subject to withdrawal at the Servicer's direction from time to time. The amount of any losses net of any gains not paid to the Servicer incurred in accordance with respect of any such investments shall be deposited in the terms Certificate Account out of the Servicer's own funds immediately as realized. In addition, the Trustee shall withdraw from the Insurance Account and provisions of this Agreement.deposit into the Certificate Account the amount necessary to make the Insured Payment on each Distribution Date to the extent received from the Insurer. The Trustee shall make, to the extent required or authorized hereunder, withdrawals from the Certificate Account for the following purposes: (ci) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and to withdraw any amount deposited in the Certificate Account and the funds not required to be deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or therein; (ii) invested in to reimburse the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject Servicer for any unreimbursed Nonrecoverable Advance; (iii) to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time make required distributions pursuant to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted Section 4.02; and (iv) to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss pay to the Certificate Account. With respect Depositor any amount to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary which it is entitled pursuant to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsSection 7.03.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the name Master Servicer shall cause to be deposited on behalf of the Trustee, Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the benefit of the Certificateholdersimmediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), Section 4.07 or Section 4.08, (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section 9.01, (vi) any prepayment charges on the Mortgage Loans received during the related Prepayment Period, (vii) an amount equal to the Certificate Insurer Premium payable on such Distribution Date and (viii) all other amounts constituting the Group I or Group II Available Distribution Amount for the immediately succeeding Distribution Date. In addition, as a segregated trust account or accounts and it may be a sub-account of to the Custodial Accountextent required pursuant to Section 4.10(b), the Trustee shall withdraw from the Insurance Account and deposit into the Certificate Account the amount necessary to pay the Insured Amount on each Distribution Date to the extent received from the Insurer. (b) All amounts deposited On each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the Insurer, by wire transfer of immediately available funds to the Insurer Account, the Certificate Insurer Premium for such Distribution Date. The Trustee shall deposit any amounts received from the Insurer pursuant to the Policy into the Insurance Account. The amount necessary to pay any Insured Amount shall be held by distributed on the immediately following Distribution Date as part of the Group I or Group II Available Distribution Amount, as applicable. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee in trust for the benefit of the Certificateholders and the Insurer, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in accordance the institution with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and which the Certificate Account is maintained may mature on such Distribution Date and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of (ii) any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of other investment may mature on such Distribution Date if the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in advance funds on such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be (i) held in cash and fully insured by for the FDIC to the maximum coverage provided thereby or (ii) invested in the name benefit of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments Master Servicer and shall mature or be subject to redemption its withdrawal or withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit deposited in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee Securities Administrator in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-10H” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders and the Certificate Insurer, subject to the rights of the Trustee set forth herein. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and to the Pooling REMIC I Regular Interests or Pooling REMIC II Regular Interests, as applicable, issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts so remitted. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Sections 6.11, 6.14 and 7.01 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to pay itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth below and to make payments to itself and others pursuant to any provision of this Agreement; (iv) to make distributions to Certificateholders and the Certificate Insurer pursuant to Article V; (v) to pay the Balance Guaranteed Cap Fee to the Balance Guaranteed Cap Counterparty pursuant to Section 5.02(c)(i); and (vi) to clear and terminate the Certificate Account pursuant to Section 7.02. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested by the Trustee in Eligible Investments (which may be obligations of the Trustee or its affiliates). If invested, all such investments must be payable on demand or mature no later than the next Distribution Date (except with respect to such investments in an amount equal to the aggregate of any Net Swap Payments and any Swap Termination Payments payable to the Group 1 Swap Counterparty, such amount to mature no later than the next Swap Payment Date), and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment for each Distribution Date shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administratorits own funds, without any right of reimbursement therefor, immediately as realized. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from Funds held in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may also be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsheld uninvested.

Certificate Account. (a) The Securities Administrator On or before the Closing Date, the Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust collection account or accounts and it may be a sub-account of (the Custodial "Certificate Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee"), and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall which must be an Eligible Account. The Certificate Account may is to be a sub-account held by or for the benefit of the Custodial Trustee on behalf of the Certificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds in such account are held for the benefit of the Trustee. The Trustee may elect to use a single Certificate Account for more than one Series of Certificates provided, that in any such event, the Servicer shall cause separate accounting and records to be maintained within the Certificate Account with respect to each separate Series. (b) The Servicer shall deposit into the appropriate Certificate Account on a daily basis, and in such case any withdrawals from no event later than two Business Days following deposit thereof to the Custodial Servicing Account after the Servicer's collection thereof, all payments and deposits collections received by it on each Outstanding Asset on or after the effective date of the related Pooling and Servicing Agreement (including Net Liquidation Proceeds, Insurance Proceeds and Repurchase Prices in respect thereof), except amounts collected in respect of Monthly Payments due on or prior to the Cut-off Date. On or prior to the Closing Date, the Servicer shall deposit into the Certificate Account shall be deemed to have been made. The amount at any time credited all installments of principal and interest due on the Assets after the Cut-off Date and received by the Servicer prior to the Certificate Account shall be Closing Date, plus each Principal Prepayment of any Asset (iincluding any related payment of interest) held in cash and fully insured received by the FDIC Servicer on or after the Cut-off Date but prior to the maximum coverage provided thereby or Closing Date. (iic) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts Amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time may be invested at the direction of the Servicer in Eligible Investments, and earnings on amounts deposited in such account shall be for credited to the account of the Securities AdministratorServicer as servicing compensation in addition to the Servicing Fee and shall offset P&I Advances due from the Servicer in respect of the Distribution Date next succeeding the date on which such earnings were made or, in the alternative at the Servicer's option, may be released to the Servicer on such Distribution Date. The Securities Administrator amount of any losses incurred in respect of any such investments shall be permitted to withdraw or receive distribution of any and all investment earnings from deposited in the Certificate Account on each Distribution Date. If there is by the Servicer out of its own funds immediately upon realization of any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationslosses.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), Section 4.07 or Section 4.08, (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section 9.01, (vi) any prepayment charges on the Mortgage Loans received during the related Prepayment Period and (vii) all other amounts constituting the Group I or Group II Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Yield Maintenance Agreement Provider under the Yield Maintenance Agreements and inform the Trustee of the amount so calculated. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or 4.07, (iv) any amount required to be paid pursuant to Section 9.01, (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (vi) any payments or collections in the nature of prepayment charges received by the Master Servicer in respect of the Mortgage Loans and the related Prepayment Period. (b) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Servicer shall establish and maintain the Certificate Account in the name of the TrusteeTrustee for the benefit of the Certificateholders. The Certificate Account shall be a segregated trust account initially established with the Trustee and maintained (i) with the Trustee so long as the deposits of the Trustee have the Required Deposit Rating, or (ii) in a non-interest bearing segregated trust account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, located in the Certificate Account as corporate trust department of a segregated depository institution or trust account or accounts company having corporate trust powers under applicable federal and it state laws (which may be a sub-account include the Trustee) organized under the laws of the Custodial AccountUnited States or any State and, if required by any Rating Agency, having the Required Long Term Debt Rating. (b) All amounts deposited to For so long as the bank or trust company then maintaining the Certificate Account shall has the Required Deposit Rating, all amounts held in the Certificate Account shall, to the extent permitted by applicable laws, rules and regulations, be held invested, as directed by the Trustee Servicer, in Permitted Investments. In the name event that the short-term unsecured debt obligations of the Trustee no longer have the Required Deposit Rating, then the Servicer shall, with the Trustee's assistance as necessary, cause the Certificate Account to be moved within 15 days of such occurrence (i) to a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to a non-interest bearing segregated trust account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders Certificateholders, located in accordance with the terms corporate trust department of a depository institution or trust company having corporate trust powers under applicable federal and provisions of this Agreement. state laws (cwhich may include the Trustee) The Certificate Account shall constitute a trust account organized under the laws of the Trust Fund segregated United States or any State and, if required by any Rating Agency, having the Required Long Term Debt Rating. Earnings on the books investment of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited paid to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsServicer.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, the Certificate Account as a segregated trust account Rating Agency Eligible Account or accounts and it may be a sub-account Accounts. The Certificate Account shall have two separate subaccounts, one for each Mortgage Loan Group. The Trustee will deposit in the appropriate subaccount of the Custodial Certificate Account as received the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b); (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account; (iv) The Repurchase Price, with respect to any Mortgage Loans purchased pursuant to Sections 2.02, 2.03A, 3.19 or 3.20, any amounts which are to be treated pursuant to Section 2.04 as the payment of such Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 10.01; (v) Any amounts required to be deposited with respect to losses on Permitted Investments pursuant to Subsection 4.02(d) below; and (vi) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in the Certificate Account pursuant to this Agreement. (b) All amounts (other than income earned on Permitted Investments) deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders and the Certificate Insurer and in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(ii), (iii), (iv), (v), (vii), (viii), (x) and (xii) need not be credited by the Master Servicer or the related Sub-Servicer to the Certificate Account and may be retained by the Master Servicer or the related Sub-Servicer as servicing compensation. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute at all times be a Rating Agency Eligible Account held by the Trustee in trust account for the benefit of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, Certificateholders and the Certificate Insurer. The Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, liens and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer Trustee (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master ServicerTrustee). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account In the sole discretion of the Custodial Account and in such case any withdrawals from Trustee, the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured Account, other than amounts advanced by the FDIC Certificate Insurer pursuant to the maximum coverage provided thereby Certificate Insurance Policy, may be held uninvested or (ii) invested may be invested, in the name of the TrusteeTrustee or its nominee, for the benefit of the Certificateholders and the Certificate Insurer, in such Permitted Investments selected to be held by the Securities Administrator or deposited in demand deposits with such depository institutions Trustee as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentit. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is the Trustee or in the case of money market funds for which the Trustee or an affiliate of Affiliate is the Securities Administrator advisor or manager or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on Any amounts advanced by the Certificate Insurer shall be held uninvested. (d) If funds on deposit in the Certificate Account or benefit are invested, any income earned from funds uninvested therein from time Permitted Investments made pursuant to time this Section 4.02 shall be paid to the Trustee, as compensation for its obligations under this Agreement, and the account risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Securities AdministratorTrustee. The Securities Administrator amount of any such loss shall be permitted to withdraw or receive distribution of any and all investment earnings from deposited by the Trustee into the Certificate Account within two Business Days of receipt of notification of such loss but not later than the Distribution Date on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, which the Securities Administrator shall deposit the amount of the loss moneys so invested are required to be distributed to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsCertificateholders.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Aames Mortgage Trust 2003-1” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself for any expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement; (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee may invest, or cause to be invested, funds held in the Certificate Account at the direction of the Depositor, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited Trustee for deposit in demand deposits with such depository institutions the Certificate Account out of its own funds, without any right of reimbursement therefore, immediately as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentrealized. All Permitted Investments income and gain realized from any such investment shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or beforeorder from time to time. In the event the Depositor does not provide written direction to the Trustee pursuant to this Section, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts all funds on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account invested in a money market or common trust fund as described in paragraph (viii) of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution definition of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (“Eligible Investment” set forth in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.Article I.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07 or deposited into the Certificate Insurance Account pursuant to Section 12.02(b), (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.08, (v) any amount required to be paid pursuant to Section 9.01, (vi) an amount equal to the Certificate Insurer Premium payable on such Distribution Date and (vii) all other amounts constituting the Group I or Group II Available Distribution Amount for the immediately succeeding Distribution Date. (b) [reserved] (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in the institution with which the Certificate Account as a segregated trust account or accounts is maintained may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts accounts. The Trustee will deposit in the Certificate Account as received the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 3.04(b) or the Custody Account pursuant to Section 3.08; (ii) Any Monthly Advance and it may any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account or the Custody Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to Section 2.02 or 2.03, any Substitution Adjustment Amounts, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Master Servicer or its designee pursuant to Section 10.01 which were not deposited in a Protected Account or the Custody Account; (v) Any amounts to be a sub-account deposited with respect to losses on Permitted Investments pursuant to Section 3.06(c) or Section 3.08(d); and (vi) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in the Certificate Account pursuant to this Agreement. On the Closing Date, the Seller shall deposit $41,274.67 to the Certificate Account from the proceeds of the Custodial Accountsale of the Mortgage Loans to the Sponsor, such amounts to constitute a component of Available Funds on the first Distribution Date. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges need not be credited by the Master Servicer or the related Sub-Servicer to the Certificate Account and may be retained by the Master Servicer or the related Sub-Servicer as servicing compensation. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefore signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by at the FDIC to written direction of the maximum coverage provided thereby or (ii) invested Master Servicer invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in such Permitted Investments selected to be held by the Securities Administrator or deposited Trustee as the Master Servicer may direct (such direction to be confirmed in demand deposits with such depository institutions as selected by writing) and in the Securities Administrator, provided that time deposits absence of such depository institutions would be a direction, the Trustee shall invest funds in the Certificate Account in Permitted InvestmentInvestments described in clause (xi) of the definition thereof. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings The income earned from Permitted Investments made pursuant to this Section 3.06(c) shall be paid to the Master Servicer, as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be remitted by the Master Servicer to the Trustee for deposit in the Certificate Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders. (d) The Trustee will, from time to time on demand of the Master Servicer, make or cause to be made such withdrawals or transfers from the Certificate Account as the Master Servicer has designated for such transfer or withdrawal as specified in a certificate signed by a Servicing Officer (upon which the Trustee may conclusively rely) for the following purposes: (i) to reimburse the Master Servicer or any Sub-Servicer for any Monthly Advance of its own funds or any advance of such Sub-Servicer’s own funds, the right of the Master Servicer or a Sub-Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage Loan respecting which such Monthly Advance or advance was made; (ii) to reimburse the Master Servicer or any Sub-Servicer from Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer or such Sub-Servicer pursuant to Section 3.10 in good faith in connection with the restoration of the related Mortgaged Property which was damaged by an Uninsured Cause or in connection with the liquidation of such Mortgage Loan; (iii) to reimburse the Master Servicer or any Sub-Servicer from Insurance Proceeds relating to a particular Mortgage Loan for Insured Expenses incurred with respect to such Mortgage Loan and to reimburse the Master Servicer or such Sub-Servicer from Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan; (iv) to pay the Master Servicer or any Sub-Servicer (payment to any Sub-Servicer to be subject to prior payment to the Master Servicer of an amount equal to the Master Servicing Fee), as appropriate, from Liquidation Proceeds or Insurance Proceeds received in connection with the liquidation of any Mortgage Loan, the amount which it or such Sub-Servicer would have been entitled to receive under subclause (ix) of this Section 3.06(d) as servicing compensation on account of each defaulted scheduled payment on such Mortgage Loan if paid in a timely manner by the related Mortgagor, but only to the extent that the aggregate of Liquidation Proceeds and Insurance Proceeds with respect to such Mortgage Loan after any reimbursement to the Master Servicer or any Sub-Servicer, pursuant to subclauses (i), (ii), (iii) and (vi) of this Section 3.06(d), exceeds the Outstanding Principal Balance of such Mortgage Loan plus accrued and unpaid interest thereon at the related Mortgage Interest Rate less the Master Servicing Fee Rate to but not including the date of payment; (v) to pay the Master Servicer or any Sub-Servicer (payment to any Sub-Servicer to be subject to prior payment to the Master Servicer of the portion of the Master Servicing Fee which the Master Servicer is entitled to retain as evidenced in writing to the Trustee by the Master Servicer), as appropriate, from the Repurchase Price for any Mortgage Loan, the amount which it or such Sub-Servicer would have been entitled to receive under subclause (ix) of this Section 3.06(d) as servicing compensation, but only to the extent that the Repurchase Price with respect to such Mortgage Loan after any reimbursement to the related Master Servicer and Sub-Servicer pursuant to subclauses (i) and (vi) of this Section 3.06(d) exceeds the Outstanding Principal Balance of such Mortgage Loan plus accrued and unpaid interest thereon at the related Mortgage Interest Rate less the Master Servicing Fee Rate through the last day of the month of repurchase; (vi) to reimburse the Master Servicer or any Sub-Servicer for advances of funds pursuant to Section 3.05, 3.07 and 3.17, the right to reimbursement pursuant to this subclause being limited to amounts received on the related Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of the payments for which such advances were made; (vii) to pay the Master Servicer or any Sub-Servicer, as the case may be, with respect to each Mortgage Loan that has been purchased pursuant to Section 2.02, 2.03 or 10.01, all amounts received thereon, representing recoveries of principal that reduce the Outstanding Principal Balance of the related Mortgage Loan below the Outstanding Principal Balance used in calculating the Repurchase Price or representing interest included in the calculation of the Repurchase Price or accrued after the end of the month during which such repurchase occurs; (viii) to reimburse the Master Servicer or any Sub-Servicer for any Nonrecoverable Advance previously made; (ix) to pay the Master Servicer and any Sub-Servicer servicing compensation as set forth in Section 3.12; (x) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it pursuant to Subsection 7.03; (xi) to clear and terminate the Certificate Account pursuant to Section 10.01; and (xii) to remove amounts deposited in error. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any reimbursement from the Certificate Account pursuant to subclauses (i) through (vi), inclusive, and (viii). (e) On each Distribution Date, the Trustee shall make the following payments in the priority set forth from the funds in the Certificate Account: (i) First, the Trustee’s Fees shall be paid to the Trustee; and (ii) Second, the amount distributable to the Holders of the Certificates shall be payable in accordance with Section 5.02. (f) Notwithstanding the provisions of this Section 3.06, the Master Servicer may, but is not required to, allow the Sub-Servicers to deduct from amounts received by them or from the related Protected Account, prior to deposit in the Certificate Account or benefit from funds uninvested therein from time the Custody Account, any portion to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw which such Sub-Servicers are entitled as servicing compensation (including income on Permitted Investments) or receive distribution reimbursement of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take reimbursable advances made by such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsSub-Servicers.

Certificate Account. (a) The Securities Administrator Servicer shall establish and maintain in with the name of Trustee the TrusteeCertificate Account as a single, separate account for the benefit of the CertificateholdersHolders of Certificates. The Servicer shall remit to the Trustee by wire transfer of immediately available funds for deposit into the Certificate Account, not later than 1:00 p.m. New York City time on the Business Day prior to each Distribution Date, an amount equal to the aggregate of the amounts specified in clauses (i) - (v), inclusive, of the Servicing Certificate furnished to the Trustee pursuant to Section 4.01. The Servicer shall include with such deposit any Monthly Advance for such Distribution Date as specified in the Servicing Certificate. On each Distribution Date upon which there is a Monthly Advance Reimbursement Amount, upon the request of the Servicer, the Trustee shall withdraw from the Certificate Account as a segregated trust account or accounts and it may be a sub-for the account of the Custodial Account. Servicer an amount equal to the Monthly Advance Reimbursement Amount, but not in excess of (bi) All amounts deposited the Available Distribution Amount (without taking into account any portion thereof representing payments of Trust Interest Collections and Trust Principal Collections allocable to the Transferor and payments of any Insured Amounts) minus (ii) the sum of the Investor Certificate Distribution Amount, the Premium Amount and the Reimbursement Amount. At the direction of the Servicer signed by a Servicing Officer, the Trustee shall invest any funds in the Certificate Account shall be held by the Trustee in the name Permitted Investments specified in such direction (including (but not limited to) obligations of the Trustee or any of its affiliates, if such obligations otherwise qualify as Permitted Investments). Such direction shall be in trust writing, shall designate specific investments and shall certify that the specified investments constitute Permitted Investments. Each investment shall mature not later than the Business Day next preceding the Distribution Date following the date of such investment (unless the obligor in respect of such investment is the Trustee, in which case such investment may mature on such Distribution Date) and shall not be sold or disposed of prior to its maturity. All income and gain realized from any such investment shall be for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account Trustee shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account remit all such income and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited gain to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account Servicer on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the The amount of the loss to the Certificate Account. With any losses incurred in respect to of any such investments shall be deposited in the Certificate Account and by the Servicer out of its own funds deposited therein, immediately as realized. The Trustee shall not be liable for any loss incurred in connection with any such investment except with respect to any investment where the Master Servicer shall take such action as may be necessary to ensure that Trustee is the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsobligor thereon.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts accounts. The Certificate Account shall have three separate sub-accounts, one each for all funds with respect to each Mortgage Loan Group. The Trustee will deposit in the appropriate sub-account as identified by each Master Servicer, of the Certificate Account as received the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b); (ii) Any Monthly Advance and it may any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by each Master Servicer which were not deposited in a Protected Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by BSMCC pursuant to Sections 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.05 as the payment of such a Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 10.01; and (v) Any other amounts received by each Master Servicer or the Trustee and required to be deposited in such sub-account of the Custodial AccountCertificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi), (vii), (ix) and (xi) need not be credited by a Master Servicer or the related Sub-Servicer to the Certificate Account and may be retained by such Master Servicer or the related Sub-Servicer as servicing compensation. In the event that a Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, or shall deposit or cause to be deposited to a sub-account of the Certificate Account any amount which should appropriately be credited to another sub-account of the Certificate Account, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of such Master Servicer, shall promptly transfer such amount to such Master Servicer or to the appropriate other sub-account of the Certificate Account, as applicable, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of Trustee and held by the Trustee, Trustee in trust in its Corporate Trust Office and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator Trustee or the a Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the such Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or thereby, (ii) invested invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in Permitted Investments described in clause (viii) of the definition of Permitted Investments to be held by the Trustee as the Trustee may select, or (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in such Permitted Investments selected amount as, in the judgment of the Trustee, cannot reasonably be invested in accordance with items (i) or (ii) of this sentence, held by the Securities Administrator or deposited Trustee uninvested in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentCertificate Account. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All The Trustee shall be entitled to all investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, Wxxxx Fargo Bank, N.A., as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC1 Mortgage Pass-Through Certificates, Series 2007-BC1” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders, subject to the rights of the Trustee set forth herein. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within ten Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and the Lower Tier REMIC 1 Uncertificated Regular Interests issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b)(v); (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments of any investment income or earnings on the Certificate Account to (A) Deutsche Bank National Trust Company and Wxxxx Fargo, in their respective capacities as Custodians, in payment of their respective Custodial Compensation, if due and (B) then any remaining amounts of investment income or earnings to itself; (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) Funds in the Certificate Account may be invested by the Trustee in Eligible Investments (which may be obligations of the Trustee or its affiliates). If invested, all such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment for each Distribution Date shall be compensation (1) to Wxxxx Fargo and Deutsche Bank National Trust Company in their respective capacities as Custodians, in payment of their respective Custodial Compensation, if due, and (2) to the Trustee, in any income and gain remaining. Subject to the preceding sentence, all income and gain realized from any such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments investment for each Distribution Date shall mature or be subject to redemption or withdrawal on or before, and by the Trustee from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution its own funds, without any right of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositreimbursement therefor, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish establish, prior to the Closing Date, and maintain shall maintain, in the name of the Trustee, for the benefit Trustee on behalf of the CertificateholdersHolders of interests in the Trust Fund, the Certificate Account, which shall be an Eligible Account, into which the Trustee upon receipt from the Master Servicer shall deposit all payments remitted by the Master Servicer and any amounts required to be remitted by the Seller pursuant to the terms hereof. All distributions to be made from time to time to Holders of interests in the Trust Fund out of funds in the Certificate Account as a segregated trust account shall be made by or accounts and it may be a sub-account on behalf of the Custodial Account. (b) All amounts deposited Trustee. The Certificate Account shall relate solely to the Certificates issued hereunder and funds in the Certificate Account shall be held separate and apart from and shall not be commingled with any monies including, without limitation, other monies of the Trustee held under this Agreement. Funds held in the Certificate Account and may be invested by the Trustee in the name of Eligible Investments selected by the Trustee in trust for the benefit of the Certificateholders Trustee or shall remain uninvested. All income and gain net of any losses realized from any such investment shall be for the benefit of the Trustee and shall be subject to withdrawal at the Trustee's direction from time to time. The amount of any losses net of any gains incurred by the Trustee in accordance with respect of any such investments shall be deposited in the terms and provisions Certificate Account out of this Agreementthe Trustee's own funds immediately as realized. (cb) The Trustee shall make, to the extent required or authorized hereunder, withdrawals from the Certificate Account shall constitute a trust account of for the Trust Fund segregated on following purposes: (i) as directed by the books of the Securities Administrator on behalf of the TrusteeMaster Servicer, and to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ii) to reimburse the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of Master Servicer for any creditors or depositors of unreimbursed Nonrecoverable Advance; (iii) to pay itself the Trustee, Trustee Fee; (iv) to make required distributions pursuant to Section 5.02; and (v) to pay to the Securities Administrator Seller or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed amount to have been made. The amount at any time credited which it is entitled pursuant to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsSection 7.03.

Certificate Account. (a) The Securities Administrator On or before the Closing Date, the Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust collection account or accounts and it may be a sub-account of (the Custodial "Certificate Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee"), and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall which must be an Eligible Account. The Certificate Account may is to be a sub-account held by or for the benefit of the Custodial Trustee on behalf of the Certificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds in such account are held for the benefit of the Trustee. The Trustee shall -47- 74 use a segregated Certificate Account for each Series of Certificates, and the Servicer shall cause separate accounting and records to be maintained with respect to each separate Series. (b) The Servicer shall deposit into the appropriate Certificate Account on a daily basis, and in such case any withdrawals from no event later than two Business Days following deposit thereof to the Custodial Servicing Account after the Servicer's collection thereof, all payments and deposits collections received by it on each Outstanding Asset on or after the effective date of the related Pooling and Servicing Agreement (including Net Liquidation Proceeds, Insurance Proceeds and Repurchase Prices in respect thereof), except amounts collected in respect of Monthly Payments due on or prior to the Cut-off Date. On or prior to the Closing Date, the Servicer shall deposit into the Certificate Account shall be deemed to have been made. The amount at any time credited all installments of principal and interest due on the Assets after the Cut-off Date and received by the Servicer prior to the Certificate Account shall be Closing Date, plus each Principal Prepayment of any Asset (iincluding any related payment of interest) held in cash and fully insured received by the FDIC Servicer on or after the Cut-off Date but prior to the maximum coverage provided thereby or Closing Date. (iic) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts Amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time may be invested at the direction of the Servicer in Eligible Investments, and earnings on amounts deposited in such account shall be for credited to the account of the Securities AdministratorServicer as servicing compensation in addition to the Servicing Fee and shall offset P&I Advances due from the Servicer in respect of the Distribution Date next succeeding the date on which such earnings were made or, in the alternative at the Servicer's option, may be released to the Servicer on such Distribution Date. The Securities Administrator amount of any losses incurred in respect of any such investments shall be permitted to withdraw or receive distribution of any and all investment earnings from deposited in the Certificate Account on each Distribution Date. If there is by the Servicer out of its own funds immediately upon realization of any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationslosses.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-5H” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders, subject to the rights of the Trustee set forth herein. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and to the Pooling REMIC 1 Regular Interests or the Pooling REMIC 2 Regular Interests issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts so remitted. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Sections 6.11, 6.14 and 7.01 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5A.02(e)(i)(C) and Section 5B.02(d)(i)(C) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to pay itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth below and to make payments to itself and others pursuant to any provision of this Agreement; (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested by the Trustee in Eligible Investments (which may be obligations of the Trustee or its affiliates). If invested, all such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment for each Distribution Date shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administratorits own funds, without any right of reimbursement therefor, immediately as realized. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from Funds held in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may also be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsheld uninvested.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a special segregated deposit trust account (the name of the "Certificate Account") entitled "Certificate Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Amortizing Residential Collateral Trust Mortgage Pass-Through Certificates, Series 2001-BC4" until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 15 Business Days and transfer all funds on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, no later than the Business Day following the Closing Date, any amounts representing Scheduled Payments on the Mortgage Loans due after the Cut-off Date and received by the Trustee on or before the Closing Date. The amount at any time credited Thereafter, the Trustee shall deposit or cause to be deposited in the Certificate Account shall be on the applicable Remittance Date 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) held in cash all payments on account of principal, including Principal Prepayments and fully insured by late collections, on the FDIC to the maximum coverage provided thereby or Mortgage Loans; (ii) all payments on account of interest on the Mortgage Loans (other than payments due prior to the Cut-off Date), including Prepayment Premiums or penalties, net of the Servicing Fee and the MGIC Insurance Premiums, if any, with respect to each such Mortgage Loan; (iii) any unscheduled payment or other recovery with respect to a Mortgage Loan not otherwise specified in this paragraph, including all 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 with respect to such Mortgage Loans and (y) any amounts reimbursable to the Servicer under the Servicing Agreement and retained by the Servicer; (iv) all Insurance Proceeds; (v) all Advances made by the Servicer pursuant to the Servicing Agreement and all amounts paid by the Servicer pursuant to Section 3.03(xi) of the Servicing Agreement; and (vi) all proceeds of any Mortgage Loan repurchased by the Depositor, the Seller or any other Person. (c) The Trustee may, from time to time, make, or cause to be made, withdrawals from the Certificate Account for the following purposes: (i) to reimburse itself or the Servicer for Advances made by it or by the Servicer pursuant to Section 4.03 or the Servicing Agreement; the Trustee's or the Servicer's right to reimburse itself pursuant to this subclause (i) is limited to amounts received on or in respect of particular Mortgage Loans (including, for this purpose, Liquidation Proceeds and amounts representing Insurance Proceeds with respect to the property subject to the related Mortgage) which represent late recoveries (net of the 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 Trustee's or Servicer's right thereto shall be prior to the rights of the Certificateholders; (ii) to reimburse itself or the Servicer, following a final liquidation of a Mortgage Loan, for any amounts advanced by it or by the Servicer that it 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 was made or from Liquidation Proceeds or Insurance Proceeds with respect to such Mortgage Loan, it being understood, in the case of any such reimbursement, that the Servicer's right thereto shall be prior to the rights of the Certificateholders; (iii) to reimburse the Servicer from Liquidation Proceeds for Liquidation Expenses and for amounts expended by the Servicer pursuant to the 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 Servicing Fee for such Mortgage Loan to the Due Date next succeeding the date of its receipt of such Liquidation Proceed; (iv) to reimburse itself or any Servicer for expenses incurred by and recoverable by or reimbursable to it or any Servicer pursuant to the Servicing Agreement, or to reimburse itself for any expenses reimbursable to it pursuant to Section 4.04(c); provided, however, that the Trustee's reimbursement for any amounts in excess of the annual cap described in clause (b) of the definition of "Interest Remittance Amount" in any Anniversary Year shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (v) 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 to the extent specified in the definition of Purchase Price; (vi) to make distributions to Certificateholders pursuant to Article V; (vii) to make payment or reimbursement to itself and others pursuant to any provision of this Agreement; (viii) to withdraw funds deposited in error in the Certificate Account; (ix) to clear and terminate the Certificate Account pursuant to Section 7.02; and (x) to reimburse the Servicer for such amounts as are due thereto under the Servicing Agreement and have not been retained by or paid to the Servicer, to the extent provided in the Servicing Agreement. In connection with withdrawals pursuant to subclauses (i), (ii), (iii), and (v) above, the Trustee's, the Servicer's or such other specified Person's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan. The Trustee shall therefore keep and maintain a separate accounting for each Mortgage Loan for the purpose of justifying any withdrawal from the Certificate Account it maintains pursuant to such subclause (i), (ii), (iii), and (v). (d) The Trustee may invest, or cause to be invested, funds held in the Certificate Account at the direction of the Depositor (acceptable to the Guarantor), which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts The amount of any losses incurred in respect of any such investments shall be paid by the Trustee for deposit in the Certificate Account out of its own funds, without any right of reimbursement therefor, immediately as realized. In the event that the Depositor does not provide written direction to the Trustee pursuant to this Section, all funds on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account invested in a money market or common trust fund as described in paragraph (ix) of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution definition of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account ("Eligible Investment" set forth in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.Article I.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trusteeestablish, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited prior to the Certificate Account Delivery Date, and shall be held by the Trustee maintain, in the name of the Trustee on behalf of the Holders of interests in trust the Trust Fund, the Certificate Account, which shall be an Eligible Account, into which the Trustee upon receipt from the Servicer shall deposit all payments remitted by the Servicer and any amounts required to be remitted by the Depositor pursuant to the terms hereof. All distributions to be made from time to time to Holders of interests in the Trust Fund out of funds in the Certificate Account shall be made by or on behalf of the Trustee. The Trustee will give notice to the Servicer, the Depositor and, so long as any Class I-A, Class 1-A, Class 2-A, Class S4 A, Class X, Class P, Class S4 B, Class B or Class C-B Certificate is outstanding, the applicable Rating Agencies, of the location of the Certificate Account and of any change thereof, prior to the use thereof. Funds held in the Certificate Account and delivered to the Trustee earlier than one Business Day prior to the next Distribution Date shall be invested by the Trustee in Eligible Investments as directed by the Servicer or shall remain uninvested. The Trustee shall cause each such Eligible Investment to be Delivered to it or its nominee (including a securities intermediary). All income and gain net of any losses realized from any such investment shall be for the benefit of the Certificateholders Servicer and shall be subject to withdrawal at the Servicer’s direction from time to time. The amount of any losses net of any gains incurred by the Servicer in accordance with the terms and provisions respect of this Agreement. (c) The Certificate Account any such investments shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and be deposited in the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors out of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer)’s own funds immediately as realized. The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts Funds on deposit in the Certificate Account or benefit from funds uninvested therein from time on the Business Day prior to time the next Distribution Date shall be for the account of the Securities Administratoruninvested. The Securities Administrator Trustee shall be permitted make, to withdraw the extent required or receive distribution of any and all investment earnings authorized hereunder, withdrawals from the Certificate Account on each Distribution Date. If there is for the following purposes: (i) to withdraw any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to deposited in the Certificate Account and the funds not required to be deposited therein; (ii) to reimburse the Servicer for any unreimbursed Nonrecoverable Advance, provided, however, that reimbursements in respect of Group U-1 Mortgage Loans may only reimbursed from amounts collected on the Master Servicer shall take such action as Group U-1 Mortgage Loans, reimbursements in respect of Group U-2 Mortgage Loans may be necessary only reimbursed from amounts collected on the Group U-2 Mortgage Loans, reimbursements in respect of the Class V Mortgage Loans may only reimbursed from amounts collected on the Class V Mortgage Loans, reimbursements in respect of the Class W Mortgage Loans may only reimbursed from amounts collected on the Class W Mortgage Loans, reimbursements in respect of the Class Y Mortgage Loans may only reimbursed from amounts collected on the Class Y Mortgage Loans and reimbursements in respect of Class AR5 Mortgage Loans may only reimbursed from amounts collected on the Class AR5 Mortgage Loans; (iii) to ensure that the Certificateholders shall be entitled make required distributions pursuant to Section 4.02; and (iv) to pay to the priorities afforded Depositor or the Servicer any amount to such a trust account (in addition which it is entitled pursuant to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsSection 7.03.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-9” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders, subject to the rights of the Trustee set forth herein. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and to the Pooling REMIC I Regular Interests or Pooling REMIC II Regular Interests, as applicable, issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts so remitted. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Sections 6.11, 6.14 and 7.01 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to pay itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth below and to make payments to itself and others pursuant to any provision of this Agreement; (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested by the Trustee in Eligible Investments (which may be obligations of the Trustee or its affiliates). If invested, all such investments must be payable on demand or mature no later than the next Distribution Date (except with respect to such investments in an amount equal to the aggregate of any Net Swap Payments and any Swap Termination Payments payable to the Swap Counterparty, such amount to mature no later than the next Swap Payment Date), and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment for each Distribution Date shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administratorits own funds, without any right of reimbursement therefor, immediately as realized. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from Funds held in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may also be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsheld uninvested.

Certificate Account. (a) The Securities Administrator On or before the Closing Date, the Trustee shall establish the Certificate Account on behalf of the Trust with an Eligible Institution. The Certificate Account shall be entitled "_________________________ as trustee for the benefit of Holders of Home Equity Loan Asset Backed Certificates, Series _____ (The CIT Group/Consumer Finance, Inc., Master Servicer)." The Master Servicer shall, subject to the second following sentence, deposit in the Certificate Account, no later than two Business Days after the Closing Date, any amounts representing (i) scheduled payments of principal and interest due on Precomputed Mortgage Loans on or after the Cut-off Date (but not including payments received after the Cut-off Date but due before the Cut-off Date) regardless of when the Master Servicer received such payments and (ii) payments received on the simple interest Mortgage Loans on or after the Cut-off Date, regardless of when due. The Master Servicer shall, subject to the following sentence, pay into the Certificate Account as promptly as practicable (not later than the second Business Day) following the receipt thereof by the Master Servicer, all amounts received in respect of the Mortgage Loans (other than in respect of principal of and interest on the Precomputed Mortgage Loans due before the Cut-off Date), including all loan payments from Mortgagors, Liquidation Proceeds (net of Liquidation Expenses) and any Repurchase Price (or cash deposit) paid pursuant to Section 3.05. Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, CIT Consumer Finance shall remain the Master Servicer hereunder, if (i) The CIT Group Holdings, Inc. shall have and maintain a short-term debt rating of at least __ by [Rating Agency] and (ii) the Trustee shall have received an Opinion of Counsel that any action taken pursuant to this sentence shall not adversely affect the status of the Trust as a REMIC or result in the imposition of a tax upon the Trust, the Master Servicer may make the deposits to the Certificate Account specified in the two preceding sentences on a monthly basis, but not later than the Business Day immediately preceding the Distribution Date following the last day of the Due Period within which such payments were processed by the Master Servicer, in an amount equal to the net amount of such deposits and payments which would have been made to the Certificate Account during such Due Period but for the provisions of this paragraph. All amounts paid into the Certificate Account under this Agreement shall be held in trust for the Certificateholders until payment of any such amounts is authorized under this Agreement. (b) The Eligible Institution maintaining the Certificate Account shall, in the name of the Trustee, for as trustee, invest the benefit of the Certificateholders, amounts in the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited solely in Eligible Investments that mature not later than one Business Day prior to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligorDate, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss accordance with instructions provided to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, Trustee by the Master Servicer in writing. Once such funds are invested, such Eligible Institution shall take not change the investment of such action as may be necessary to ensure that the Certificateholders funds. All net income and gain from such investments shall be entitled to deposited in the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.Certificate

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates, Series 2003-BC13” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Securities Administrator to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the PMI Insurer); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee may invest, or cause to be invested funds held in the Certificate Account in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit out of its own funds, without any right of reimbursement therefor, immediately as realized. All income and gain realized from funds uninvested therein any such investment shall be compensation to the Trustee and shall be subject to its withdrawal on order from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationstime.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts accounts. The Trustee will deposit in the Certificate Account as received the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b); (ii) Any Monthly Advance and it may be any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a sub-account Protected Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by BankUnited pursuant to Sections 2.02 or 2.03, by Holder of the Custodial AccountClass R Certificate or the Master Servicer pursuant to Section 3.19 or by the Master Servicer pursuant to Section 3.20, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Master Servicer or its designee pursuant to Section 10.01; (v) Any amounts required to be deposited with respect to losses on Permitted Investments pursuant to Subsection 4.02(d) below; and (vi) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in the Certificate Account pursuant to this Agreement. (b) All amounts (other than income earned on Permitted Investments) deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders and in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(ii), (iii), (iv), (v), (vii), (viii), (ix), (x) and (xii) need not be credited by the Master Servicer or the related Sub- Servicer to the Certificate Account and may be retained by the Master Servicer or the related Sub-Servicer as servicing compensation. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account segregated Rating Agency Eligible Account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, Trustee and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of held by the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been madetrust. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC or the Bank Insurance Fund to the maximum coverage provided thereby or thereby, (ii) invested invested, in the name of the Trustee, or its nominee, for the benefit of the Trustee, in such Permitted Investments selected as the Trustee shall determine, or (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in such amount as, in the judgment of the Master Servicer, cannot reasonably be invested in accordance with items (i) or (ii) of this sentence, held by the Securities Administrator or deposited Trustee in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentCertificate Account. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. (d) The income earned from Permitted Investments made pursuant to this Section 4.02 shall be paid to the Trustee as its fee for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Trustee. All investment earnings on amounts on deposit The amount of any such loss shall be deposited by the Trustee in the Certificate Account or benefit from funds uninvested therein from time to time shall be for within two Business Days of receipt of notification of such loss but not later than the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss second Business Day prior to the Certificate Account. With respect Distribution Date on which the moneys so invested are required to be distributed to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsCertificateholders.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the name Master Servicer shall cause to be deposited on behalf of the Trustee, Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the benefit of the Certificateholdersimmediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section 9.01, (vi) an amount equal to the Certificate Insurer Premium payable on such Distribution Date and (vii) all other amounts constituting the Group I or Group II Available Distribution Amount for the immediately succeeding Distribution Date. In addition, as a segregated trust account or accounts and it may be a sub-account of to the Custodial Accountextent required pursuant to Section 4.08(b), the Trustee shall withdraw from the Insurance Account and deposit into the Certificate Account the amount necessary to pay the Insured Amount on each Distribution Date to the extent received from the Insurer. (b) All amounts deposited On each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the Insurer, by wire transfer of immediately available funds to the Insurer Account, the Certificate Insurer Premium for such Distribution Date. The Trustee shall deposit any amounts received pursuant to the Policy into the Certificate Account. Any such amounts shall be held by distributed on the immediately following Distribution Date as part of the Group I or Group II Available Distribution Amount, as applicable. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee in trust for the benefit of the Certificateholders and the Insurer, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in accordance the institution with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and which the Certificate Account is maintained may mature on such Distribution Date and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of (ii) any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of other investment may mature on such Distribution Date if the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in advance funds on such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be (i) held in cash and fully insured by for the FDIC to the maximum coverage provided thereby or (ii) invested in the name benefit of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments Master Servicer and shall mature or be subject to redemption its withdrawal or withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit deposited in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, for the benefit of the Certificateholdersas trustee, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of (the Custodial “Certificate Account. (b) All amounts deposited ”), to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall cause to be deposited into the Certificate Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. In addition, the Trustee shall deposit any distributions on the Underlying Certificates with respect to the Underlying Distribution Date upon its receipt thereof. If the Trustee shall not have been madereceived a distribution with respect to the Underlying Certificates by the date on which such distribution was due and payable pursuant to the terms of the Underlying Certificates, the Trustee shall request the Underlying Trustee to make such payment as promptly as possible and legally permitted and may, and at the direction of Holders of at least a majority in Class Principal Amount (or Class Notional Amount) of each Class of Group 6 Certificates shall, subject to the penultimate sentence of this paragraph, take any available legal action, including, without limitation, the prosecution of any claims in connection therewith. The reasonable legal fees and expenses incurred by the Trustee in connection with the prosecution of any such legal action shall be reimbursable to the Trustee out of the proceeds of any such action and shall be retained by the Trustee prior to the deposit of any remaining proceeds in the Certificate Account pending payment thereof to Holders of the Group 6 Certificates in accordance with Section 5.02. The amount at distributable to Holders of the Group 6 Certificates on the Distribution Date immediately succeeding the receipt of such proceeds shall be reduced by the amount so reimbursed. In the event that the Trustee has reason to believe that the proceeds of any time credited such legal action may be insufficient to reimburse it for its projected legal fees and expenses, the Trustee shall notify the Holders of the Group 6 Certificates that it is not obligated to pursue any such available remedies unless adequate indemnity for its legal fees and expenses is provided by the Holders of the Group 6 Certificates. In the event that any such indemnity is provided to the Trustee, the Trustee shall take such action as directed. (c) The Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to withdraw amounts deposited in cash and fully insured by the FDIC to the maximum coverage provided thereby or Certificate Account in error; (ii) to pay itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth in subsection (c) below, and to make payments to itself (prior to making distributions pursuant to Section 5.02) for any expenses or other indemnification owing to the Trustee and others pursuant to any provision of this Agreement or the Custodial Agreements; (iii) to make payments of the Master Servicing Fee (to the extent not already withheld or withdrawn from the Collection Account by the Master Servicer) to the Master Servicer; (iv) to make distributions to the Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (d) The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee described in paragraph (viii) of the definition thereof). All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment shall mature or be compensation for the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administratorits own funds, without any right of reimbursement therefor, immediately as realized. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from Funds held in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders are not invested shall be entitled to the priorities afforded to such a trust account (held in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationscash.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of SASCO Mortgage Pass-Through Certificates, Series 2003-39EX” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself for any expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement; (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. The Trustee may invest, or cause to be invested, funds held in the Certificate Account at the direction of the Depositor, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment, shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held untilpaid by the Trustee for deposit in the Certificate Account out of its own funds, without any right of reimbursement therefor, immediately as realized. In the next succeeding Distribution Date if event the obligorDepositor does not provide written direction to the Trustee pursuant to this Section, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts all funds on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account invested in a money market or common trust fund as described in paragraph (viii) of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution definition of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (“Eligible Investment” set forth in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.Article I.

Certificate Account. (a) The Securities Administrator On or before the Closing Date, the Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust collection account or accounts and it may be a sub-account of (the Custodial "Certificate Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee"), and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall which must be an Eligible Account. The Certificate Account may is to be a sub-account held by or for the benefit of the Custodial Trustee on behalf of the Certificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds in such account are held for the benefit of the Trustee. The Trustee may elect to use a single Certificate Account for more than one Series of Certificates provided, that in any such event, the Master Servicer shall cause separate accounting and records to be maintained within the Certificate Account with respect to each separate Series. (b) The Master Servicer shall deposit into the appropriate Certificate Account on a daily basis, and in such case any withdrawals from no event later than two Business Days following deposit thereof to the Custodial Servicing Account after the Master Servicer's collection thereof, all payments and deposits collections received by it on each Outstanding Asset on or after the effective date of the related Pooling and Servicing Agreement (including Net Liquidation Proceeds, Insurance Proceeds and Repurchase Prices in respect thereof), except amounts collected in respect of Monthly Payments due on or prior to the Cut-off Date. On or prior to the Closing Date, the Master Servicer shall deposit into the Certificate Account shall be deemed to have been made. The amount at any time credited all installments of principal and interest due on the Assets after the Cut-off Date and received by the Master Servicer prior to the Certificate Account shall be Closing Date, plus each Principal Prepayment of any Asset (iincluding any related payment of interest) held in cash and fully insured received by the FDIC Master Servicer on or after the Cut-off Date but prior to the maximum coverage provided thereby or Closing Date. (iic) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts Amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time may be invested at the direction of the Master Servicer in Eligible Investments, and earnings on amounts deposited in such account shall be for credited to the account of the Securities AdministratorMaster Servicer as servicing compensation in addition to the Servicing Fee and shall offset P&I Advances due from the Master Servicer in respect of the Distribution Date next succeeding the date on which such earnings were made or, in the alternative at the Master Servicer's option, may be released to the Master Servicer on such Distribution Date. The Securities Administrator amount of any losses incurred in respect of any such investments shall be permitted to withdraw or receive distribution of any and all investment earnings from deposited in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take out of its own funds immediately upon realization of any such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationslosses.

Certificate Account. (a) The Securities Administrator On or before the Closing Date, the Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust collection account or accounts and it may be a sub-account of (the Custodial "Certificate Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee"), and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall which must be an Eligible Account. The Certificate Account may is to be a sub-account held by or for the benefit of the Custodial Trustee on behalf of the Certificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds in such account are held for the benefit of the Trustee. The Trustee shall use a segregated Certificate Account for each Series of Certificates, and the Servicer shall cause separate accounting and records to be maintained with respect to each separate Series. (b) The Servicer shall deposit into the appropriate Certificate Account on a daily basis, and in such case any withdrawals from no event later than two Business Days following deposit thereof to the Custodial Servicing Account after the Servicer's collection thereof, all payments and deposits collections received by it on each Outstanding Asset on or after the effective date of the related Pooling and Servicing Agreement (including Net Liquidation Proceeds, Insurance Proceeds and Repurchase Prices in respect thereof), except amounts collected in respect of Monthly Payments due on or prior to the Cut-off Date. On or prior to the Closing Date, the Servicer shall deposit into the Certificate Account shall be deemed to have been made. The amount at any time credited all installments of principal and interest due on the Assets after the Cut-off Date and received by the Servicer prior to the Certificate Account shall be Closing Date, plus each Principal Prepayment of any Asset (iincluding any related payment of interest) held in cash and fully insured received by the FDIC Servicer on or after the Cut-off Date but prior to the maximum coverage provided thereby or Closing Date. (iic) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts Amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time may be invested at the direction of the Servicer in Eligible Investments, and earnings on amounts deposited in such account shall be for credited to the account of the Securities AdministratorServicer as servicing compensation in addition to the Servicing Fee and shall offset P&I Advances due from the Servicer in respect of the Distribution Date next succeeding the date on which such earnings were made or, in the alternative at the Servicer's option, may be released to the Servicer on such Distribution Date. The Securities Administrator amount of any losses incurred in respect of any such investments shall be permitted to withdraw or receive distribution of any and all investment earnings from deposited in the Certificate Account on each Distribution Date. If there is by the Servicer out of its own funds immediately upon realization of any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationslosses.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Supplemental Interest Trust Trustee in writing of the amount so calculated. On or prior to each Distribution Date, the Master Servicer shall withdraw from the Custodial Account an amount equal to the Credit Risk Manager Fee for such Distribution Date and shall pay such amount to the Credit Risk Manager. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated by the Master Servicer, in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee advances funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates, Series 2003-BC11” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Securities Administrator to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the PMI Insurer); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee may invest, or cause to be invested funds held in the Certificate Account in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit out of its own funds, without any right of reimbursement therefor, immediately as realized. All income and gain realized from funds uninvested therein any such investment shall be compensation to the Trustee and shall be subject to its withdrawal on order from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationstime.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Xxxxx Fargo Home Equity Trust Mortgage Pass-Through Certificates, Series 2004-1” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the applicable LPMI Insurer); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee shall invest, or cause to be invested, funds held in the Certificate Account at the written direction of the Master Servicer, which funds shall be invested in Eligible Investments. All such investments must be payable on demand or mature no later than the related Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment for each Distribution Date shall be compensation (1) to the Trustee, in such Permitted Investments selected by payment of 1/12th of its Trustee Fee and (2) income and gain remaining to the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentMaster Servicer. All Permitted Investments income and gain realized from any such investments shall mature or be subject to redemption or withdrawal by the Trustee on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Master Servicer for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution its own funds, without any right of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositreimbursement therefor, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2006-14N” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been madeheld separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. The amount Trustee shall give to the Depositor, Master Servicer and any NIMS Insurer prior written notice of the name and address of the depository institution at any time credited to which the Certificate Account is maintained and the account number of such Certificate Account. (b) The Trustee shall deposit or cause to be deposited into the Certificate Account, on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The Trustee shall make withdrawals from the Certificate Account only for the following purposes: (i) held to pay itself any investment income earned with respect to funds in cash the Certificate Account invested in Eligible Investments as set forth in subsection (c) below, and fully insured by to make payments to itself and others prior to making distributions pursuant to Section 5.02 for any expenses or other indemnification owing to itself and others pursuant to any provision of this Agreement or any Custodial Agreement; provided that such payments are for “unanticipated expenses” within the FDIC to the maximum coverage provided thereby or meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii); (ii) to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided that such payments are for “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii); (iii) to withdraw amounts deposited in the Certificate Account in error; (iv) to make payments to itself and others pursuant to any provision of this Agreement; (v) to make distributions to Certificateholders pursuant to Article V; and (vi) to clear and terminate the Certificate Account pursuant to Section 7.02. Any withdrawals described in the preceding sentence shall be allocated and limited to collections or other recoveries on the related Mortgage Pool and shall be accounted for in such manner. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account out of its own funds, without any right of reimbursement therefor, immediately as realized. Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment, or benefit from funds uninvested therein from time if a default occurs in any other performance required under any Eligible Investment, the Trustee may and, subject to time shall be for Section 6.01 and Section 6.02(a)(iv), upon the account request of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositNIMS Insurer, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary appropriate to ensure that enforce such payment or performance, including the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate institution and prosecution of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsappropriate proceedings.

Certificate Account. (a) The Securities Administrator Certificate Trustee shall establish and maintain in the name of the Certificate Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts accounts. The Certificate Trustee shall maintain detailed transaction entries with respect to each Series (therein called "subaccounts") reflecting the funds held for each such Series in the Certificate Account. The Certificate Trustee will deposit in the Certificate Account, as identified by the applicable Master Servicer, as received, the following amounts and it may be shall account for such amounts by way of subaccounts with respect to each Series: (i) Any amounts withdrawn from the Protected Accounts pursuant to Section 4.01(b) or from a sub-account Servicing Account pursuant to Section 3.04(b); (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by or on behalf of the Custodial Accountapplicable Master Servicer which were not deposited in a Protected Account less any amounts to be withdrawn later by the applicable Master Servicer from the applicable Buydown Fund Accounts; (iv) The Repurchase Price with respect to any Mortgage Loans or REO Property purchased by BSMCC pursuant to Sections 2.02 or 2.04, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by BSMCC or its designee or the Depositor pursuant to Section 10.01; (v) Any amounts required to be deposited with respect to losses on Permitted Investments; and (vi) Any other amounts received by or on behalf of a Master Servicer or the Certificate Trustee and required to be deposited in the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Certificate Trustee in the name of the Certificate Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of each Master Servicer to require the Certificate Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Section 4.03(a)(i) through (xi) need not be credited by the related Master Servicer to the Certificate Account and may be retained by such Master Servicer as servicing compensation. In the event that a Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Certificate Trustee, upon receipt of a written request therefor signed by a Servicing Officer of such Master Servicer, shall promptly transfer such amount to such Master Servicer, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund Trusts segregated on the books of the Securities Administrator on behalf of Certificate Trustee and held by the TrusteeCertificate Trustee in trust in its Corporate Trust Office , and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Certificate Trustee and each Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Certificate Trustee or the any Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby thereby, or (ii) invested in the name of the Trustee, in such Permitted Investments selected by as the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentCertificate Trustee may select. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Certificate Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Certificate Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Certificate Trustee) as provided by 12 U.S.C. ss. Section 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Supplemental Interest Trust Trustee in writing of the amount so calculated. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee advances funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the name Master Servicer shall cause to be deposited on behalf of the Trustee, Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the benefit of the Certificateholdersimmediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01, (v) an amount equal to the Certificate Insurer Premium payable on such Distribution Date and (vi) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. In addition, as a segregated trust account or accounts and it may to the extent required pursuant to Section 4.08(b), the Trustee shall withdraw from the Insurance Account and deposit into the Certificate Account the amount necessary to pay the Insured Amount on each Distribution Date to the extent received from the Insurer. In addition, as and to the extent required pursuant to Section 4.09, the Trustee shall withdraw from the Reserve Fund and deposit into the Certificate Account any amounts required to be a sub-account of distributed to the Custodial AccountCertificateholders on the immediately succeeding Distribution Date. (b) All amounts deposited On each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the Insurer, by wire transfer of immediately available funds to the Insurer Account, the Certificate Insurer Premium for such Distribution Date. The Trustee shall deposit any amounts received pursuant to the Policy into the Certificate Account. Any such amounts shall be held by distributed on the immediately following Distribution Date as part of the Available Distribution Amount. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee in trust for the benefit of the Certificateholders and the Insurer, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in accordance the institution with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and which the Certificate Account is maintained may mature on such Distribution Date and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of (ii) any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of other investment may mature on such Distribution Date if the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in advance funds on such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be (i) held in cash and fully insured by for the FDIC to the maximum coverage provided thereby or (ii) invested in the name benefit of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments Master Servicer and shall mature or be subject to redemption its withdrawal or withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit deposited in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the a Certificate Account. The Trustee, for the benefit on behalf of the Certificateholders, shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited in all proceeds thereof, subject to the payment of Trust Expenses as specified herein. The Certificate Account shall be held under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Certificate Account all amounts collected with respect to the Underlying Notes, including: (i) all payments received by the Trustee on account of principal of the Underlying Notes; (ii) all payments received by the Trustee on account of premium (if any) on the Underlying Notes; (iii) all payments received by the Trustee on account of interest on the Underlying Notes; and (iv) payments in the nature of penalties, late payment charges or assumption fees received by the Trustee in respect of any Underlying Notes. The Trustee shall also deposit or cause to be deposited in the name Certificate Account all payments received in respect of any Eligible Investments. If, at any time, the Certificate Account is not an Eligible Account, the Trustee shall, within five Business Days (or such longer period, not to exceed 30 calendar days, so long as the Rating Agency Condition is met), establish a new Certificate Account meeting the conditions specified above and the Trustee shall, within five Business Days after establishing a new Certificate Account, transfer any cash and any investments on deposit in trust the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established it shall be the Certificate Account for the benefit of the Certificateholders in accordance with the terms and provisions purposes of this Agreement. (cb) The Trustee shall give notice to the Depositor of the location of each Eligible Account constituting the Certificate Account prior to any change thereof. (i) The Trustee hereby confirms the following with respect to the Certificate Account: (A) the Certificate Account shall constitute be a trust account “securities account” within the meaning of Section 8-501 of the UCC to which financial assets are or may be credited, (B) the Trustee shall act in the capacity of a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC (in such capacity, the “Securities Intermediary”) with respect to the Certificate Account, (C) the Securities Intermediary shall treat the Trustee as the sole “entitlement holder” within the meaning of Section 8-102(a)(7) of the UCC of the Certificate Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Certificate Account, and (D) all securities, securities entitlements, financial assets a nd other investment property shall be credited by the Securities Intermediary to the Certificate Account as provided herein. (ii) The Securities Intermediary hereby agrees that each item of property (whether investment property, financial assets, securities, or instruments) credited to the Certificate Account (other than cash) shall be treated as a “financial asset” within the meaning of Article 8-102(a)(9) of the UCC. On the day on which any funds are deposited in the Certificate Account, the Securities Intermediary shall either distribute such funds in accordance with Section 4.01 hereof or, as applicable, invest such funds in Eligible Investments, in accordance with Section 3.06 hereof. (iii) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notification or entitlement order from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Certificate Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. (iv) The Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (v) The Trust Fund segregated Property and any other property to be deposited in, or credited to, the Certificate Account shall be delivered as follows (terms used in the following provisions that are not otherwise defined are used as defined in Article 8 of the UCC): (1) in the case of each certificated security (other than a clearing corporation security (as defined below)) or instrument, by: (A) the delivery of such certificated security or instrument to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank, (B) the Securities Intermediary continuously indicating by book-entry that such certificated security or instrument is credited to the Certificate Account, and (C) the Securities Intermediary maintaining continuous possession of such certificated security or instrument in the State of New York; (2) in the case of each uncertificated security (other than a clearing corporation security (as defined below) ), by causing: (A) such uncertificated security to be continuously registered on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, issuer thereof to the Securities Administrator or Intermediary, and (B) the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a subSecurities Intermediary continuously indicating by book-account of the Custodial Account and in entry that such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time uncertificated security is credited to the Certificate Account shall be Account; (i3) held in cash and fully insured the case of each security in the custody of or maintained on the books of a clearing corporation or its nominee (a “clearing corporation security”), by causing: (A) the FDIC relevant clearing corporation to credit such clearing corporation security to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the securities account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositIntermediary, and (B) the Securities Administrator shall deposit the amount of the loss Intermediary continuously indicating by book-entry that such clearing corporation security is credited to the Certificate Account. With respect ; (4) in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of the FRBNY (a “government security”), by causing: (A) the creation of a security entitlement to such government security by the credit of such government security to the securities account of the Securities Intermediary at the FRBNY, and (B) the Securities Intermediary continuously indicating by book-entry that such government security is credited to the Certificate Account and Account; and (5) in the funds deposited thereincase of each security entitlement not governed by clauses (1) through (4) above, the Master Servicer shall take such action as may be necessary by: (A) causing a securities intermediary (x) to ensure indicate by book-entry that the Certificateholders shall underlying “financial asset” (as defined in Section 8-102(a)(9) of the UCC) has been credited to be entitled the Securities Intermediary's securities account, (y) to receive a financial asset from the Securities Intermediary or acquiring the underlying financial asset for the Securities Intermediary, and, in either case, accepting it for credit to the priorities afforded Securities Intermediary's securities account or (z) to become obligated under other law, regulation or rule to credit the underlying financial asset to the Security Intermediary's securities account, (B) the making by such a trust account securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Securities Intermediary and continuously indicating by book-entry that such securities entitlement is credited to the Securities Intermediary's securities account, and (in addition to a claim against C) the estate Securities Intermediary continuously indicating by book-entry that such security entitlement (or all rights and property of the TrusteeSecurities Intermediary representing such securities entitlement) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable is credited to state chartered banking corporationsthe Certificate Account.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, for the benefit of the Certificateholdersas trustee, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of (the Custodial "Certificate Account. (b) All amounts deposited "), to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall cause to have been made. The amount at any time credited to be deposited into the Certificate Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Servicer to the Trustee all such amounts. The Trustee shall deposit or cause to be deposited into the Certificate Account, no later than the Business Day following the Closing Date, any amounts representing payments on the Assistance Loans received by the Trustee on or before the Closing Date. Thereafter, the Trustee shall deposit or cause to be deposited in the Certificate Account on the applicable Remittance Date the following amounts received or payments made by it: (i) held in cash all payments on account of principal, including Principal Prepayments and fully insured by late collections, on the FDIC to the maximum coverage provided thereby or Assistance Loans; (ii) all payments on account of interest on the Assistance Loans, net of the Servicing Fee with respect to each such Assistance Loan; (iii) any payment or other recovery with respect to an Assistance Loan not otherwise specified in this paragraph, including all Liquidation Proceeds with respect to the Assistance Loans and REO Property, and all amounts received in connection with the operation of any REO Property, net of (x) any unpaid Servicing Fees with respect to such Assistance Loans and (y) any amounts reimbursable to the Servicer under the Servicing Agreement and retained by the Servicer; (iv) all Insurance Proceeds; (v) all Advances made by the Servicer pursuant to the Servicing Agreement; and (vi) all proceeds of any Assistance Loan repurchased by the Depositor, the Servicer or any other Person. (c) The Trustee shall make withdrawals from the Certificate Account only for the following purposes: (i) to withdraw amounts deposited in the Certificate Account in error; (ii) to pay to itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth in subsection (d) below, and to make payments to itself prior to making distributions pursuant to Section 5.02 for any expenses or other indemnification owing to the Trustee and others pursuant to any provision of this Agreement; (iii) to make payments of the Servicing Fee (to the extent not already withheld or withdrawn by the Servicer) to the Servicer; (iv) to make distributions to the Certificateholders pursuant to Article V; (v) to deposit into the Simple Interest Reserve Fund any Net Simple Interest Excess; and (vi) to clear and terminate the Certificate Account pursuant to Section 7.02. (d) The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested in Eligible Investments (which may be investments managed or advised by the Trustee described in paragraph (viii) of the definition thereof agreed upon by the Depositor and the Trustee). All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. All income and gain realized from any such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits investment (except for two days of such depository institutions would gain, which shall be a Permitted Investment. All Permitted Investments paid to the Trustee) shall mature or be paid to the Depositor and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if Trustee (in an amount equal to its pro rata share of such losses based upon the obligor, manager or advisor percentage represented by the two days for which the Trustee is receiving gain on such Permitted Investment is an affiliate investments of the Securities Administrator or, if total number of days such obligor is any other Person, funds were invested) and the Business Day preceding Depositor (in an amount equal to the remaining amount of such Distribution Date. All investment earnings on amounts on losses) for deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administratorits own funds, without any right of reimbursement therefor, immediately as realized. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from Funds held in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders are not invested shall be entitled to the priorities afforded to such a trust account (held in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationscash.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts accounts. The Trustee will deposit in the Certificate Account, as received, the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b); (ii) Any Monthly Advance and it may any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by BSMCC, Impac, Amresco or Provident pursuant to Sections 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.05 as the payment of such a sub-account Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Custodial AccountDepositor or its designee pursuant to Section 10.01; and (v) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi), (vii), (ix) and (xiv) need not be credited by the Master Servicer or the related Servicer to the Certificate Account and may be retained by the Master Servicer or the related Servicer as servicing compensation. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of Trustee and held by the Trustee, Trustee in trust in its Corporate Trust Office and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator Trustee or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC FDIC, BIF or SAIF to the maximum coverage provided thereby or thereby, (ii) invested invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in Permitted Investments described in clause (viii) of the definition of Permitted Investments to be held by the Trustee as the Master Servicer may select, or (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in such Permitted Investments selected amount as, in the judgment of the Trustee, cannot reasonably be invested in accordance with items (i) or (ii) of this sentence, held by the Securities Administrator or deposited Trustee uninvested in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentCertificate Account. All Permitted Investments shall be payable on demand or mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date (except that any investment in the institution with which the Certificate Account is maintained may mature on such Distribution Date). All The Master Servicer shall be entitled to all investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator On or before the Closing Date, the Trustee shall establish and maintain in the name Certificate Account on behalf of the TrusteeTrust as an Eligible Account. If, for the benefit of the Certificateholdersat any time, the Certificate Account ceases to be maintained as a segregated trust account or accounts and it may be a sub-account of the Custodial an Eligible Account. (b) All amounts deposited to the Certificate Account shall be held by , the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer on its behalf) shall, within five (whether made directly5) Business Days (or such longer period, or indirectly through not to exceed thirty (30) calendar days, as to which the Rating Agencies may consent) establish a liquidator or receiver of new Certificate Account meeting the Trustee or condition specified above, transfer any cash and/or any investments to such new Certificate Account and from the Master Servicer)date such new Certificate Account is established, it shall be the "Certificate Account". The Certificate Account shall be an Eligible entitled "JPMorgan Chase Bank not in its individual capacity but solely as trustee for the benefit of Holders of Home Equity Loan Asset Backed Certificates, Series 2002-2 (The CIT Group/Consumer Finance, Inc., Master Servicer) Certificate Account." The Master Servicer shall, subject to the second following sentence, deposit in the Certificate Account, no later than two Business Days after the Closing Date, any amounts representing payments received on the Mortgage Loans on and after the Cut-off Date, regardless of when due. The Certificate Account may be a sub-account of Master Servicer shall, subject to the Custodial Account and in such case any withdrawals from the Custodial Account and deposits following sentence, pay into the Certificate Account as promptly as practicable (not later than the second Business Day) following the receipt thereof by the Master Servicer, all amounts received in respect of the Mortgage Loans, including all payments from Mortgagors, Liquidation Proceeds, Insurance Proceeds, Monthly Advances and any Purchase Price (or Substitution Adjustment) paid pursuant to Section 3.05, Section 5.14 or Section 4.03. Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, CIT Consumer Finance shall remain the Master Servicer hereunder and CIT Consumer Finance remains a wholly-owned direct or indirect subsidiary of CIT, if CIT shall have and maintain a short-term debt rating of at least A-1 by Standard & Poor's and either a short-term debt rating of at least P-1 by Xxxxx'x or a long-term debt rating of at least A2 by Xxxxx'x (notice of the failure to maintain such rating shall be deemed given to have been made. The amount at any time credited the Trustee by the Master Servicer within ten (10) days of the occurrence thereof), the Master Servicer may make the deposits to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested specified in the name of the Trusteetwo preceding sentences on a monthly basis, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, but not later than the Business Day immediately preceding such the applicable Distribution Date, in an amount equal to the net amount of such deposits and payments which would have been made to the Certificate Account during such Due Period but for the provisions of this sentence. All investment earnings on amounts on The Master Servicer shall not be required to deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be amounts that are otherwise permitted to withdraw be withdrawn therefrom pursuant to clauses (c), (d), (e) and (f) of Section 8.02 or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss amounts that are payable to the Certificate Account. With respect Master Servicer pursuant to the Certificate Account and the funds deposited thereinSection 8.04; provided, however, the Master Servicer shall take such action be required to so deposit the Master Servicing Fee referred to in Section 8.02(g) unless CIT Consumer Finance is the Master Servicer (in which case CIT Consumer Finance, as may Master Servicer, shall not be necessary required to ensure that so deposit the Master Servicing Fee referred to in Section 8.02(g)). All amounts paid into the Certificate Account under this Agreement shall be held in trust for the Certificateholders shall be (or the Master Servicer, to the extent the Master Servicer is entitled to the priorities afforded receive any such amounts pursuant to this Agreement) until payment of any such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsamounts is authorized under this Agreement.

Certificate Account. (a) The Securities On or prior to the Closing Date, the Trust Administrator shall establish and maintain in the name of the Trusteemaintain, for the benefit on behalf of the Certificateholders, the Certificate Account. The Trust Administrator shall, promptly upon receipt, deposit in the Certificate Account and retain therein the following: (i) the aggregate amount remitted by the Servicer to the Master Servicer or Trust Administrator pursuant to the Servicing Agreement; (ii) all Compensating Interest Payments remitted by the Master Servicer to the Trust Administrator; (iii) all Advances remitted by the Master Servicer to the Trust Administrator; and (iv) any other amounts deposited hereunder that are required to be deposited in the Certificate Account. In the event that the Master Servicer or the Servicer shall remit to the Trust Administrator any amount not required to be remitted, the Master Servicer or the Servicer, as a segregated trust account or accounts and it applicable, may at any time direct the Trust Administrator to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. Such direction may be a sub-account of accomplished by delivering an Officer’s Certificate to the Custodial Account. (b) All Trust Administrator that describes the amounts deposited to in error in the Certificate Account. All funds deposited in the Certificate Account shall be held by the Trustee in the name of the Trustee Trust Administrator in trust for the benefit of Certificateholders and the Certificateholders Certificate Insurer until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.06. In no event shall the terms and provisions Trust Administrator incur liability for withdrawals from the Certificate Account at the direction of this Agreementthe Master Servicer or the Servicer. (cb) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and Each institution at which the Certificate Account and is maintained shall either hold such funds on deposit uninvested or shall invest the funds deposited therein as directed in writing by the Trust Administrator in Eligible Investments, which shall mature not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of later than the Trustee, Business Day immediately preceding the Securities Administrator or the Master Servicer (whether made directlyDistribution Date, or indirectly through a liquidator or receiver of on the Trustee or the Master Servicer). The Certificate Account shall be an Distribution Date, with respect to Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) Investments invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator orTrust Administrator, if such obligor is any other Personand, the Business Day preceding such Distribution Datein each case, shall not be sold or disposed of prior to its maturity. All income and gain net of any losses realized from any such investment earnings on amounts of funds on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account benefit of the Securities AdministratorTrust Administrator as compensation and shall be remitted to it monthly as provided herein. The Securities Administrator shall be permitted to withdraw or receive distribution amount of any and all investment earnings from realized losses in the Certificate Account on each Distribution Date. If there is incurred in any loss on a Permitted Investment or demand deposit, such account in respect of any such investments shall promptly be deposited by the Securities Trust Administrator shall deposit the amount of the loss to in the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the name of Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the TrusteeCertificate Account pursuant to Section 3.16(e), 4.07 or 4.08, (iv) any amount required to be paid pursuant to Section 9.01, (v) an amount equal to the Certificate Insurer Premium payable on such Distribution Date, (vi) an amount equal to the Mortgage Insurance Premium payable on such Distribution Date and (vii) other amounts constituting the Group I Available Distribution Amount or Group II Available Distribution Amount, as applicable, for the benefit of immediately succeeding Distribution Date. In addition, as and to the Certificateholdersextent required pursuant to Section 4.12(b), the Trustee shall withdraw from the Insurance Account any Insured Payment then on deposit in the Insurance Account and deposit such amount into the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited On each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the Certificate Account shall be held Insurer, by wire transfer of immediately available funds to the Certificate Insurer Account, the Certificate Insurer Premium for such Distribution Date. In addition, on each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the MI Policy Provider, by wire transfer of immediately available funds, the Mortgage Insurance Premium for such Distribution Date. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and Insurer, which shall mature not later than the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances Business Day next preceding the Distribution Date next following the date of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer such investment (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be except that (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate obligation of the Securities Administrator orinstitution that maintains such account or fund for which such institution serves as custodian, if then such obligor is Permitted Investment may mature on such Distribution Date and (ii) any other Person, investment may mature on such Distribution Date if the Business Day preceding Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment earnings on amounts on deposit shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the name Master Servicer shall cause to be deposited on behalf of the Trustee, Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the benefit of the Certificateholdersimmediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.08, (v) any amount required to be paid pursuant to Section 9.01, (vi) any prepayment charges on the Mortgage Loans received during the related Prepayment Period, (vii) an amount equal to the Certificate Insurer Premium payable on such Distribution Date and (viii) all other amounts constituting the Group I or Group II Available Distribution Amount for the immediately succeeding Distribution Date. In addition, as a segregated trust account or accounts and it may be a sub-account of to the Custodial Accountextent required pursuant to Section 4.09(b), the Trustee shall withdraw from the Insurance Account and deposit into the Certificate Account the amount necessary to pay the Insured Amount on each Distribution Date to the extent received from the Insurer. (b) All amounts deposited On each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the Insurer, by wire transfer of immediately available funds to the Insurer Account, the Certificate Insurer Premium for such Distribution Date. The Trustee shall deposit any amounts received pursuant to the Policy into the Certificate Account. Any such amounts shall be held by distributed on the immediately following Distribution Date as part of the Group I or Group II Available Distribution Amount, as applicable. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee in trust for the benefit of the Certificateholders and the Insurer, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in accordance the institution with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and which the Certificate Account is maintained may mature on such Distribution Date and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of (ii) any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of other investment may mature on such Distribution Date if the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in advance funds on such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be (i) held in cash and fully insured by for the FDIC to the maximum coverage provided thereby or (ii) invested in the name benefit of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments Master Servicer and shall mature or be subject to redemption its withdrawal or withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit deposited in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates, Series 2004-3” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Securities Administrator to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the PMI Insurer); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee may invest, or cause to be invested funds held in the Certificate Account in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit out of its own funds, without any right of reimbursement therefor, immediately as realized. All income and gain realized from funds uninvested therein any such investment shall be compensation to the Trustee and shall be subject to its withdrawal on order from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationstime.

Certificate Account. (a) The Securities On or prior to the Closing Date, the Trust Administrator shall establish and maintain in the name of the Trusteemaintain, for the benefit on behalf of the Certificateholders, the Certificate Account. The Trust Administrator shall, promptly upon receipt, deposit in the Certificate Account and retain therein the following: the aggregate amount remitted by the Servicer to the Master Servicer or Trust Administrator pursuant to the Servicing Agreement; all Compensating Interest Payments remitted by the Master Servicer to the Trust Administrator; all Advances remitted by the Master Servicer to the Trust Administrator; and any other amounts deposited hereunder that are required to be deposited in the Certificate Account. In the event that the Master Servicer or the Servicer shall remit to the Trust Administrator any amount not required to be remitted, the Master Servicer or the Servicer, as a segregated trust account or accounts and it applicable, may at any time direct the Trust Administrator to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. Such direction may be a sub-account of accomplished by delivering an Officer’s Certificate to the Custodial Account. (b) All Trust Administrator that describes the amounts deposited to in error in the Certificate Account. All funds deposited in the Certificate Account shall be held by the Trustee in the name of the Trustee Trust Administrator in trust for the benefit of the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.06. In no event shall the terms and provisions Trust Administrator incur liability for withdrawals from the Certificate Account at the direction of this Agreementthe Master Servicer or the Servicer. (cb) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and Each institution at which the Certificate Account and is maintained shall either hold such funds on deposit uninvested or shall invest the funds deposited therein as directed in writing by the Trust Administrator in Eligible Investments, which shall mature not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of later than the Trustee, Business Day immediately preceding the Securities Administrator or the Master Servicer (whether made directlyDistribution Date, or indirectly through a liquidator or receiver of on the Trustee or the Master Servicer). The Certificate Account shall be an Distribution Date, with respect to Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) Investments invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator orTrust Administrator, if such obligor is any other Personand, the Business Day preceding such Distribution Datein each case, shall not be sold or disposed of prior to its maturity. All income and gain net of any losses realized from any such investment earnings on amounts of funds on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account benefit of the Securities AdministratorTrust Administrator as compensation and shall be remitted to it monthly as provided herein. The Securities Administrator shall be permitted to withdraw or receive distribution amount of any and all investment earnings from realized losses in the Certificate Account on each Distribution Date. If there is incurred in any loss on a Permitted Investment or demand deposit, such account in respect of any such investments shall promptly be deposited by the Securities Trust Administrator shall deposit the amount of the loss to in the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The On the Closing Date, the Securities Administrator shall establish open and shall thereafter maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated account held in trust account or accounts and it may be a sub-account of (the Custodial “Certificate Account. (b) All amounts deposited to the ”), entitled “Certificate Account shall be held by the Trustee in the name of the Trustee Account, Wxxxx Fargo Bank, N.A., as Securities Administrator, in trust for the benefit of the Certificateholders in accordance with the terms and provisions Holders of this AgreementStructured Asset Securities Corporation Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2006-BC2. (c) ” The Certificate Account shall constitute a trust account of relate solely to the Certificates and to the Lower Tier REMIC 1 Uncertificated Regular Interests issued by the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trusteehereunder, and the funds in such Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of commingled with any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer other monies. (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). b) The Certificate Account shall be an Eligible Account. The If an existing Certificate Account may ceases to be an Eligible Account, the Securities Administrator shall establish a sub-account new Certificate Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. (c) The Securities Administrator shall give to the Trustee prior written notice of the Custodial Account name and in such case any withdrawals from address of the Custodial Account and deposits into depository institution at which the Certificate Account shall be deemed to have been madeis maintained and the account number of such Certificate Account. The amount at any time credited Securities Administrator shall take such actions as are necessary to cause the depository institution holding the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested hold such account in the name of the TrusteeSecurities Administrator under this Agreement. (d) The Master Servicer shall deposit or cause to be deposited into the Certificate Account, no later than the second Business Day following the Closing Date, any amounts received with respect to the Mortgage Loans representing Scheduled Payments (or in the case of Simple Interest Mortgage Loans, representing scheduled interest payments, but actual principal 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 Certificate Account on the earlier of the applicable Servicer Remittance Date and two Business Days following receipt thereof, the following amounts received or payments made by it (other than in respect of principal of and interest on the Mortgage Loans due on or before the Cut-off Date): (i) all payments on account of principal, including Principal Prepayments, any Subsequent Recovery and any Scheduled Payment attributable to principal received after its related Due Date, on the Mortgage Loans; (ii) all payments on account of interest on the Mortgage Loans, including Prepayment Premiums, in all cases, net of the Servicing Fee and the PMI Insurance Premiums, if any, with respect to each such Permitted Mortgage Loan, but only to the extent of the amount permitted to be withdrawn or withheld from the Certificate 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 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 with respect to such Mortgage Loans (but only to the extent of the amount permitted to be withdrawn or withheld from the Certificate Account in accordance with Sections 5.04 and 9.21) and (y) any amounts reimbursable to a Servicer with respect to such Mortgage Loan under the applicable Servicing Agreement and retained by such Servicer; (iv) all Insurance Proceeds; (v) all Advances made by the Master Servicer or any Servicer pursuant to Section 5.04 or the applicable Servicing Agreement; (vi) any Seller Remittance Amounts remitted by a Servicer; (vii) all amounts paid by any Servicer with respect to Net Simple Interest Shortfalls and Prepayment Interest Shortfalls; and (viii) the Purchase Price, FPD Purchase Price or PPTL 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. The Master Servicer shall also deposit from its own funds into the Certificate Account (to the extent not already received from the related Servicer), without right of reimbursement, except from Net Simple Interest Excess, an amount equal to any Net Simple Interest Shortfall (to the extent not offset by Net Simple Interest Excess) for the related Collection Period. (e) Funds in the Certificate Account for the period from each Servicer Remittance Date to and including four Business Days immediately preceding the related Distribution Date shall be invested in Eligible Investments selected by and at the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administratorwritten direction of LBH, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments which shall mature or be subject not later than one Business Day prior to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if and any such Eligible Investment shall not be sold or disposed of prior to its maturity. In the obligor, manager or advisor for absence of written instructions from LBH regarding the investment of any such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts funds on deposit in the Certificate Account, such funds shall be invested in the Wxxxx Fargo Advantage Prime Money Market Fund. All such Eligible Investments shall be made in the name of the Master Servicer in trust for the benefit of the Trustee and Holders of the Structured Asset Securities Corporation Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2006-BC2. Funds in the Certificate Account or benefit for the period from funds uninvested therein four Business Days immediately preceding the related Distribution Date through and including the related Distribution Date (the “Master Servicer Investment Period”) may be invested in Eligible Investments selected by the Master Servicer (which shall mature not later than such applicable Distribution Date). All income and gain realized from time any Eligible Investment (i) during the Master Servicer Investment Period shall be compensation (1) to time the Trustee, in payment of its Trustee Fee, to the extent not paid in accordance with Section 6.12, (2) to Deutsche Bank National Trust Company and Wxxxx Fargo Bank, N.A., in their respective capacities as Custodians, in payment of their Custodial Compensation, to the extent not paid when due in accordance with Section 6.12 and (3) to the Master Servicer and Securities Administrator, any income and gain remaining and (ii) other than during the Master Servicer Investment Period shall be shall be for the account benefit of LBH, in either case subject to its withdrawal or order from time to time, and shall not be part of the Securities AdministratorTrust Fund. The Securities Administrator amount of any losses incurred in respect of any such investments during the Master Servicer Investment Period shall be permitted to withdraw or receive distribution deposited in such Certificate Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. The amount of any and all investment earnings from losses incurred in respect of any such investments for any period other than during the Master Servicer Investment Period shall be deposited in such Certificate Account by LBH out of its own funds, without any right of reimbursement therefor, immediately as realized. The foregoing requirements for deposit in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositare exclusive, it being understood and agreed that, without limiting the Securities Administrator shall deposit the amount generality of the loss to foregoing, (i) payments of interest on funds in the Certificate Account. With respect to Account need not be deposited by the Master Servicer in the Certificate Account and may be retained by the funds Master Servicer or remitted directly to LBH, as applicable, and (ii) payments in the nature of late payment charges, assumption fees 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 Certificate Account and may be retained by the Master Servicer or the applicable Servicer as additional servicing compensation. If the Master Servicer deposits in the Certificate Account any amount not required to be deposited therein, the Master Servicer shall take it may at any time withdraw such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to amount from such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsCertificate Account.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC2 Mortgage Pass-Through Certificates, Series 2007-BC2” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders, subject to the rights of the Trustee set forth herein. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within ten Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and the Lower Tier REMIC 1 Uncertificated Regular Interests issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b)(v); (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments of any investment income or earnings on the Certificate Account to (A) U.S. Bank National Association, LaSalle Bank National Association and Xxxxx Fargo, in their respective capacities as Custodians, in payment of their respective Custodial Compensation, if due and (B) then any remaining amounts of investment income or earnings to itself; (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) Funds in the Certificate Account may be invested by the Trustee in Eligible Investments (which may be obligations of the Trustee or its affiliates). If invested, all such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date (unless such investments are obligations of the Trustee, in which case such investments may mature on the related Distribution Date), and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment for each Distribution Date shall be compensation (1) to Xxxxx Fargo, U.S. Bank National Assocation and LaSalle Bank National Association in their respective capacities as Custodians, in payment of their respective Custodial Compensation, if due, and (2) to the Trustee, in any income and gain remaining. Subject to the preceding sentence, all income and gain realized from any such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments investment for each Distribution Date shall mature or be subject to redemption or withdrawal on or before, and by the Trustee from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution its own funds, without any right of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositreimbursement therefor, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-6” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders and the Certificate Insurer, subject to the rights of the Trustee set forth herein. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and to the Pooling REMIC I Regular Interests or the Pooling REMIC II Regular Interests issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts so remitted. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Sections 6.11, 6.14 and 7.01 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5A.02(e)(i)(C), Section 5B.02(d)(i)(C), Section 5C.02(e)(i)(C) and Section 5D.02(e)(i)(C) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to pay itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth below and to make payments to itself and others pursuant to any provision of this Agreement; (iv) to make distributions to Certificateholders and the Certificate Insurer pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested by the Trustee in Eligible Investments (which may be obligations of the Trustee or its affiliates). If invested, all such investments must be payable on demand or mature no later than the next Distribution Date (except with respect to such investments in an amount equal to the aggregate of any Net Swap Payments and any Swap Termination Payments payable to the Swap Counterparty, such amount to mature no later than the next Swap Payment Date), and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment for each Distribution Date shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administratorits own funds, without any right of reimbursement therefor, immediately as realized. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from Funds held in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may also be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsheld uninvested.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the a Certificate Account. The Trustee, for the benefit on behalf of the Certificateholders, shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited in all proceeds thereof, subject to the payment of Trust Expenses as specified herein. The Certificate Account shall be held under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Certificate Account all amounts collected with respect to the Underlying Notes, including: (i) all payments received by the Trustee on account of principal of the Underlying Notes; (ii) all payments received by the Trustee on account of premium (if any) on the Underlying Notes; (iii) all payments received by the Trustee on account of interest on the Underlying Notes; and (iv) payments in the nature of penalties, late payment charges or assumption fees received by the Trustee in respect of any Underlying Notes. The Trustee shall also deposit or cause to be deposited in the name Certificate Account all payments received in respect of any Eligible Investments. If, at any time, the Certificate Account is not an Eligible Account, the Trustee shall, within five Business Days (or such longer period, not to exceed 30 calendar days), establish a new Certificate Account meeting the conditions specified above and the Trustee shall, within five Business Days after establishing a new Certificate Account, transfer any cash and any investments on deposit in trust the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established it shall be the Certificate Account for the benefit of the Certificateholders in accordance with the terms and provisions purposes of this Agreement. (cb) The Trustee shall give notice to the Depositor of the location of each Eligible Account constituting the Certificate Account prior to any change thereof. (i) The Trustee hereby confirms the following with respect to the Certificate Account: (A) it shall treat the Certificate Account as a "securities account" within the meaning of Section 8-501 of the UCC to which financial assets are or may be credited, (B) the Trustee shall act in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Certificate Account, (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the UCC of the Certificate Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Certificate Account, and (D) all securities, securities entitlements, financial assets and other investment property shall be credited by the Securities Intermediary to the Certificate Account as provided herein. (ii) The Securities Intermediary hereby agrees that each item of property (whether investment property, financial assets, securities, or instruments) credited to the Certificate Account (other than cash) shall be treated as a "financial asset" within the meaning of Article 8-102(a)(9) of the UCC. On the day on which any funds are deposited in the Certificate Account, the Securities Intermediary shall either distribute such funds in accordance with Section 4.01 hereof or, as applicable, invest such funds in Eligible Investments, (to the extent funds are received in time to be invested), in accordance with Section 3.06 hereof. (iii) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notification or entitlement order from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Certificate Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. (iv) The Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (v) The Trust Property and any other property to be deposited in, or credited to, the Certificate Account shall constitute a trust account be delivered as follows (terms used in the following provisions that are not otherwise defined are used as defined in Article 8 of the Trust Fund segregated UCC): (1) in the case of each certificated security (other than a clearing corporation security (as defined below)) or instrument, by: (A) the delivery of such certificated security or instrument to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank, (B) the Securities Intermediary continuously indicating by book-entry that such certificated security or instrument is credited to the Certificate Account, and (C) the Securities Intermediary maintaining continuous possession of such certificated security or instrument in the State of New York; (2) in the case of each uncertificated security (other than a clearing corporation security (as defined below) ), by causing: (A) such uncertificated security to be continuously registered on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, issuer thereof to the Securities Administrator or Intermediary, and (B) the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a subSecurities Intermediary continuously indicating by book-account of the Custodial Account and in entry that such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time uncertificated security is credited to the Certificate Account shall be Account; (i3) held in cash and fully insured the case of each security in the custody of or maintained on the books of a clearing corporation or its nominee (a "clearing corporation security"), by causing: (A) the FDIC relevant clearing corporation to credit such clearing corporation security to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the securities account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositIntermediary, and (B) the Securities Administrator shall deposit the amount of the loss Intermediary continuously indicating by book-entry that such clearing corporation security is credited to the Certificate Account. With respect ; (4) in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of the FRBNY (a "government security"), by causing: (A) the creation of a security entitlement to such government security by the credit of such government security to the securities account of the Securities Intermediary at the FRBNY, and (B) the Securities Intermediary continuously indicating by book-entry that such government security is credited to the Certificate Account and Account; and (5) in the funds deposited thereincase of each security entitlement not governed by clauses (1) through (4) above, the Master Servicer shall take such action as may be necessary by: (A) causing a securities intermediary (x) to ensure indicate by book-entry that the Certificateholders shall underlying "financial asset" (as defined in Section 8-102(a)(9) of the UCC) has been credited to be entitled the Securities Intermediary's securities account, (y) to receive a financial asset from the Securities Intermediary or acquiring the underlying financial asset for the Securities Intermediary, and, in either case, accepting it for credit to the priorities afforded Securities Intermediary's securities account or (z) to become obligated under other law, regulation or rule to credit the underlying financial asset to the Security Intermediary's securities account, (B) the making by such a trust account securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Securities Intermediary and continuously indicating by book-entry that such securities entitlement is credited to the Securities Intermediary's securities account, and (in addition to a claim against C) the estate Securities Intermediary continuously indicating by book-entry that such security entitlement (or all rights and property of the TrusteeSecurities Intermediary representing such securities entitlement) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable is credited to state chartered banking corporationsthe Certificate Account.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates, Series 2004-6” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Securities Administrator to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the PMI Insurer); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee may invest, or cause to be invested funds held in the Certificate Account in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit out of its own funds, without any right of reimbursement therefor, immediately as realized. All income and gain realized from funds uninvested therein any such investment shall be compensation to the Trustee and shall be subject to its withdrawal on order from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationstime.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Securities Corporation Mortgage Loan Trust 2006-BC6 Mortgage Pass-Through Certificates, Series 2006-BC6” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders, subject to the rights of the Trustee set forth herein. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within ten Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and the Lower Tier REMIC 1 Uncertificated Regular Interests issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Securities Administrator to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b)(v); (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement; (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) Funds in the Certificate Account may be invested by the Trustee at the direction of the Master Servicer in Eligible Investments (which may be obligations of the Trustee or its affiliates). If invested, all such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment for each Distribution Date shall be compensation (1) to the Trustee, in such Permitted Investments selected payment of its Trustee Fee to the extent not paid by the Securities Administrator or deposited when due, (2) to the Custodian in demand deposits with such depository institutions as selected payment of its Custodial Compensation to the extent not paid by the Securities AdministratorAdministrator when due and (3) to the Master Servicer, provided that time deposits of any income and gain remaining. Subject to the preceding sentence, all income and gain realized from any such depository institutions would be a Permitted Investment. All Permitted Investments investment for each Distribution Date shall mature or be subject to redemption or withdrawal on or before, and by the Master Servicer from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Master Servicer for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit out of its own funds, without any right of reimbursement therefor, immediately as realized. Absent receipt of written investment instructions from the Master Servicer by the Trustee, funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsremain uninvested.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Lxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2006-4N” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been madeheld separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. The amount Trustee shall give to the Depositor, Master Servicer and any NIMS Insurer prior written notice of the name and address of the depository institution at any time credited to which the Certificate Account is maintained and the account number of such Certificate Account. (b) The Trustee shall deposit or cause to be deposited into the Certificate Account, on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The Trustee shall make withdrawals from the Certificate Account only for the following purposes: (i) held to pay itself any investment income earned with respect to funds in cash the Certificate Account invested in Eligible Investments as set forth in subsection (c) below, and fully insured by to make payments to itself and others prior to making distributions pursuant to Section 5.02 for any expenses or other indemnification owing to itself and others pursuant to any provision of this Agreement or any Custodial Agreement; provided that such payments are for “unanticipated expenses” within the FDIC to the maximum coverage provided thereby or meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii); (ii) to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided that such payments are for “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii); (iii) to withdraw amounts deposited in the Certificate Account in error; (iv) to make payments to itself and others pursuant to any provision of this Agreement; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. Any withdrawals described in the preceding sentence shall be allocated and limited to collections or other recoveries and shall be accounted for in such manner. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account out of its own funds, without any right of reimbursement therefor, immediately as realized. Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment, or benefit from funds uninvested therein from time if a default occurs in any other performance required under any Eligible Investment, the Trustee may and, subject to time shall be for Section 6.01 and Section 6.02(iv), upon the account request of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositNIMS Insurer, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary appropriate to ensure that enforce such payment or performance, including the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate institution and prosecution of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsappropriate proceedings.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Lxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2006-GP2” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been madeheld separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. The amount Trustee shall give to the Depositor, Master Servicer and any NIMS Insurer prior written notice of the name and address of the depository institution at any time credited to which the Certificate Account is maintained and the account number of such Certificate Account. (b) The Trustee shall deposit or cause to be deposited into the Certificate Account, on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The Trustee shall make withdrawals from the Certificate Account only for the following purposes: (i) held to pay itself any investment income earned with respect to funds in cash the Certificate Account invested in Eligible Investments as set forth in subsection (c) below, and fully insured by to make payments to itself and others prior to making distributions pursuant to Section 5.02 for any expenses or other indemnification owing to itself and others pursuant to any provision of this Agreement or any Custodial Agreement; provided that such payments are for “unanticipated expenses” within the FDIC to the maximum coverage provided thereby or meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii); (ii) to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided that such payments are for “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii); (iii) to withdraw amounts deposited in the Certificate Account in error; (iv) to make payments to itself and others pursuant to any provision of this Agreement; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. Any withdrawals described in the preceding sentence shall be allocated and limited to collections or other recoveries on the related Mortgage Pool and shall be accounted for in such manner. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account out of its own funds, without any right of reimbursement therefor, immediately as realized. Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment, or benefit from funds uninvested therein from time if a default occurs in any other performance required under any Eligible Investment, the Trustee may and, subject to time shall be for Section 6.01 and Section 6.02(iv), upon the account request of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositNIMS Insurer, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary appropriate to ensure that enforce such payment or performance, including the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate institution and prosecution of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsappropriate proceedings.

Certificate Account. (a) The Securities Administrator Trustee shall establish establish, prior to the Closing Date, and maintain shall maintain, in the name of the Trustee, for the benefit Trustee on behalf of the CertificateholdersHolders of interests in the Trust Fund, the Certificate Account, which shall be an Eligible Account, into which the Trustee upon receipt from the Master Servicer shall deposit all payments remitted by the Master Servicer and any amounts required to be remitted by the Seller pursuant to the terms hereof. All distributions to be made from time to time to Holders of interests in the Trust Fund out of funds in the Certificate Account as a segregated trust account shall be made by or accounts and it may be a sub-account on behalf of the Custodial Account. (b) All amounts deposited Trustee. The Certificate Account shall relate solely to the Certificates issued hereunder and funds in the Certificate Account shall be held separate and apart from and shall not be commingled with any monies including, without limitation, other monies of the Trustee held under this Agreement. The Trustee will give notice to the Master Servicer and the Seller of the location of the Certificate Account and of any change thereof, prior to the use thereof. Funds held in the Certificate Account and delivered to the Trustee earlier than one Business Day prior to the next Distribution Date (or delivered on such Distribution Date within time frames to be agreed upon between the Master Servicer and the Trustee) shall be invested by the Trustee in Eligible Investments as directed by the name of the Trustee in trust Master Servicer for the benefit of the Certificateholders Master Servicer or shall remain uninvested. The Trustee shall cause each such Eligible Investment to be Delivered to it or its nominee (including a securities intermediary). All income and gain net of any losses realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to withdrawal at the Master Servicer's direction from time to time. The amount of any losses net of any gains incurred by the Master Servicer in accordance with respect of any such investments shall be deposited in the terms and provisions Certificate Account out of this Agreementthe Master Servicer's own funds immediately as realized. (cb) The Trustee shall make, to the extent required or authorized hereunder, withdrawals from the Certificate Account shall constitute a trust account of for the Trust Fund segregated on following purposes: (i) as directed by the books of the Securities Administrator on behalf of the TrusteeMaster Servicer, and to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ii) to reimburse the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of Master Servicer for any creditors or depositors of unreimbursed Nonrecoverable Advance; (iii) to make required distributions pursuant to Section 5.02; and (iv) to pay to the Trustee, the Securities Administrator Seller or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed amount to have been made. The amount at any time credited which it is entitled pursuant to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsSection 7.03.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), 4.07 or 4.08, (iv) any amount required to be paid pursuant to Section 9.01, (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (vi) any payments or collections in the nature of prepayment charges received by the Master Servicer in respect of the Mortgage Loans and the related Prepayment Period. (b) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Certificate Account as a segregated trust Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or accounts a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts accounts. The Trustee will deposit in the Certificate Account as received the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b) or the Custody Account pursuant to Section 4.04; (ii) Any Monthly Advance and it may any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account or the Custody Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by Headlands pursuant to Sections 2.02 or 2.03 or by the Master Servicer pursuant to Section 3.19, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a sub-account Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Custodial Master Servicer or its designee pursuant to Section 10.01 which were not deposited in a Protected Account or the Custody Account; (v) Any amounts required to be deposited with respect to losses on Permitted Investments pursuant to Subsection 4.02(d) or Section 4.04(d) below; and (vi) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges need not be credited by the Master Servicer or the related Sub- Servicer to the Certificate Account and may be retained by the Master Servicer or the related Sub-Servicer as servicing compensation. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of Trustee and held by the TrusteeTrustee in trust, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator Trustee or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or thereby, (ii) invested at the written direction of the Master Servicer invested, in the name of the Trustee, or its nominee, for the benefit of the Certificate-holders, in such Permitted Investments selected to be held by the Securities Administrator Trustee as the Master Servicer may direct (such direction to be confirmed in writing) and in the absence of such direction, the Trustee shall invest funds in the Certificate Account in Permitted Investments described in clause (viii) of the definition thereof, or deposited (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in demand deposits such amount as, in the judgment of the Master Servicer, cannot reasonably be invested in accordance with such depository institutions as selected items (i) or (ii) of this sentence, held by the Securities Administrator, provided that time deposits of Trustee in such depository institutions would be a Permitted InvestmentCertificate Account. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations. (d) The income earned from Permitted Investments made pursuant to this Section 4.02 shall be paid to the Master Servicer, as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be remitted by the Master Servicer to the Trustee for deposit in the Certificate Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts accounts. The Trustee will deposit in the Certificate Account, as received, the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b); (ii) Any Monthly Advance and it may any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by BSMCC pursuant to Sections 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.05 as the payment of such a sub-account Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Custodial AccountDepositor or its designee pursuant to Section 10.01; (v) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in the Certificate Account pursuant to this Agreement; and (vi) Any amounts received from First Union. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi), (vii), (ix) and (xi) need not be credited by the Master Servicer or the related Servicer to the Certificate Account and may be retained by the Master Servicer or the related Servicer as servicing compensation. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of Trustee and held by the Trustee, Trustee in trust in its Corporate Trust Office and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator Trustee or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or thereby, (ii) invested invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in Permitted Investments described in clause (viii) of the definition of Permitted Investments to be held by the Trustee as the Master Servicer may select, or (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in such Permitted Investments selected amount as, in the judgment of the Trustee, cannot reasonably be invested in accordance with items (i) or (ii) of this sentence, held by the Securities Administrator or deposited Trustee uninvested in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentCertificate Account. All Permitted Investments shall be payable on demand or mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date (except that (i) any investment in the institution with which the Certificate Account is maintained may mature on such Distribution Date and (ii) any other investment may mature on such Distribution Date if the Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates). All The Master Servicer shall be entitled to all investment earnings on amounts on deposit in the Certificate Account or benefit from other than on funds uninvested held therein from time with respect to time the First Union Loans, which investment earnings shall be for remitted by the account of the Securities Administrator. The Securities Administrator shall be permitted Trustee to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate AccountFirst Union. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the name Master Servicer shall cause to be deposited on behalf of the Trustee, Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the benefit of the Certificateholdersimmediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), Section 4.07 or Section 4.08, (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section 9.01, (vi) any prepayment charges on the Mortgage Loans received during the related Prepayment Period, (vii) an amount equal to the Certificate Insurer Premium payable on such Distribution Date and (viii) all other amounts constituting the Group I or Group II Available Distribution Amount for the immediately succeeding Distribution Date. In addition, as a segregated trust account or accounts and it may be a sub-account of to the Custodial Accountextent required pursuant to Section 4.10(b), the Trustee shall withdraw from the Insurance Account and deposit into the Certificate Account the amount necessary to pay the Insured Amount on each Distribution Date to the extent received from the Insurer. (b) All amounts deposited On each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the Insurer, by wire transfer of immediately available funds to the Insurer Account, the Certificate Insurer Premium for such Distribution Date. The Trustee shall deposit any amounts received from the Insurer pursuant to the Policy into the Insurance Account. The amount necessary to pay any Insured Amount shall be held by distributed on the immediately following Distribution Date as part of the Group II Available Distribution Amount. (c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee in trust for the benefit of the Certificateholders and the Insurer, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in accordance the institution with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and which the Certificate Account is maintained may mature on such Distribution Date and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of (ii) any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of other investment may mature on such Distribution Date if the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in advance funds on such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be (i) held in cash and fully insured by for the FDIC to the maximum coverage provided thereby or (ii) invested in the name benefit of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments Master Servicer and shall mature or be subject to redemption its withdrawal or withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit deposited in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and ------------------- maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated non-interest bearing trust account or accounts and it may be a sub-account accounts. The Certificate Account shall have two separate subaccounts, one each for all funds with respect to each Mortgage Loan Group. The Trustee will deposit in the appropriate subaccount of the Custodial Certificate Account (as designated by the Master Servicer), as received, the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b) or the Custody Account pursuant to Section 4.04; (ii) Any Monthly Advance and any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account or the Custody Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by ICI Funding pursuant to Sections 2.02 or 2.03 or by the Master Servicer pursuant to Section 3.19, any amounts which are to be treated pursuant to Section 2.04 as the payment of such a Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Master Servicer or its designee pursuant to Section 10.01; (v) Any amounts required to be deposited with respect to losses on Permitted Investments pursuant to Subsection 4.02(d) or Section 4.04(d) below; and (vi) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in such subaccount of the Certificate Account pursuant to this Agreement. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges need not be credited by the Master Servicer or the related Sub- Servicer to the Certificate Account and may be retained by the Master Servicer or the related Sub-Servicer as servicing compensation. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, or shall deposit or cause to be deposited to a subaccount of the Certificate Account any amount which should appropriately be credited to the other subaccount of the Certificate Account, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer or to the other subaccount of the Certificate Account, as applicable, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of Trustee and held by the TrusteeTrustee in trust, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator Trustee or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or thereby, (ii) invested at the written direction of the Master Servicer invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in such Permitted Investments selected to be held by the Securities Administrator Trustee as the Master Servicer may direct (such direction to be confirmed in writing) and in the absence of such direction, the Trustee shall invest funds in the Certificate Account in Permitted Investments described in clause (viii) of the definition thereof, or deposited (iii) from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in demand deposits such amount as, in the judgment of the Master Servicer, cannot reasonably be invested in accordance with such depository institutions as selected items (i) or (ii) of this sentence, held by the Securities Administrator, provided that time deposits of Trustee in such depository institutions would be a Permitted InvestmentCertificate Account. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. Section 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations. (d) The income earned from Permitted Investments made pursuant to this Section 4.02 shall be paid to the Master Servicer, as additional compensation for its obligations under this Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Master Servicer. The amount of any such loss shall be remitted by the Master Servicer to the Trustee for deposit in the Certificate Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-3” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders, subject to the rights of the Trustee set forth herein. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and to the Pooling REMIC 1 Regular Interests, the Pooling REMIC 2 Regular Interests, the Pooling REMIC 3 Regular Interests or the Pooling REMIC 4 Regular Interests issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts so remitted. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Sections 6.11, 6.14 and 7.01 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5A.02(e)(i)(C), Section 5B.02(d)(i)(C), Section 5C.02(e)(i)(C) and Section 5D.02(e)(i)(C) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to pay itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth below and to make payments to itself and others pursuant to any provision of this Agreement; (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested by the Trustee in Eligible Investments (which may be obligations of the Trustee or its affiliates). If invested, all such investments must be payable on demand or mature no later than the next Distribution Date (except with respect to such investments in an amount equal to the aggregate of any Net Swap Payments and any Swap Termination Payments payable to the Swap Counterparty, such amount to mature no later than the next Swap Payment Date), and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment for each Distribution Date shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administratorits own funds, without any right of reimbursement therefor, immediately as realized. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from Funds held in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may also be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsheld uninvested.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts accounts. The Trustee will deposit in the Certificate Account, as received, the following amounts: (i) Any amounts withdrawn from a Protected Account pursuant to Subsection 4.01(b); (ii) Any Monthly Advance and it may any Compensating Interest Payments; (iii) Any Insurance Proceeds or Liquidation Proceeds received by the Master Servicer which were not deposited in a Protected Account; (iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Mortgage Loan Seller pursuant to Sections 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.05 as the payment of such a sub-account Repurchase Price, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Custodial AccountSeller or its designee pursuant to Section 10.01; (v) Any other amounts received by the Master Servicer or the Trustee and required to be deposited in the Certificate Account pursuant to this Agreement; (vi) Any amounts realized by the related Servicer and received by the Trustee or the Master Servicer in respect of any Additional Collateral; and (vii) Any amounts received from EMC and First Union. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement, subject to the right of the Master Servicer to require the Trustee to make withdrawals therefrom as provided herein. The foregoing requirements for crediting the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi), (vii), (ix) and (xi) need not be credited by the Master Servicer or the related Servicer to the Certificate Account. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested invested, in the name of the Trustee, or its nominee, for the benefit of the Certificateholders, in Permitted Investments as directed by Master Servicer, or from the maturity of any Permitted Investment on the Business Day prior to a Distribution Date through the distribution of such funds on such Distribution Date or at such other time and in such Permitted Investments selected amount as, in the judgment of the Trustee, cannot reasonably be invested in accordance with this sentence, held by the Securities Administrator or deposited Trustee uninvested in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted InvestmentCertificate Account. All Permitted Investments shall be payable on demand or mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor obligor for such Permitted Investment is an affiliate of the Securities Administrator Trustee or, if such obligor is any other Person, the Business Day preceding such Distribution Date (except that (i) any investment in the institution with which the Certificate Account is maintained may mature on such Distribution Date and (ii) any other investment may mature on such Distribution Date if the Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates). All The Master Servicer shall be entitled to all investment earnings on amounts on deposit in the Certificate Account or benefit from other than on funds uninvested held therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With with respect to the Certificate Account and the funds deposited thereinMortgage Loans serviced by First Union, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders which investment earnings shall be entitled remitted by the Trustee to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsFirst Union.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2004-S3” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Securities Administrator to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the Pool Insurers); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee shall invest, or cause to be invested funds held in the Certificate Account in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments shall be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution its own funds, without any right of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositreimbursement therefor, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trusteeestablish, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited prior to the Certificate Account Delivery Date, and shall be held by the Trustee maintain, in the name of the Trustee on behalf of the Holders of interests in trust the Trust Fund, the Certificate Account, which shall be an Eligible Account, into which the Trustee upon receipt from the Servicer shall deposit all payments remitted by the Servicer and any amounts required to be remitted by the Depositor pursuant to the terms hereof. All distributions to be made from time to time to Holders of interests in the Trust Fund out of funds in the Certificate Account shall be made by or on behalf of the Trustee. The Trustee will give notice to the Servicer, the Depositor and, so long as any Class I-A or Class B Certificate is outstanding, the Rating Agencies, of the location of the Certificate Account and of any change thereof, prior to the use thereof. Funds held in the Certificate Account and delivered to the Trustee earlier than one Business Day prior to the next Distribution Date shall be invested by the Trustee in Eligible Investments as directed by the Servicer or shall remain uninvested. The Trustee shall cause each such Eligible Investment to be Delivered to it or its nominee (including a securities intermediary). All income and gain net of any losses realized from any such investment shall be for the benefit of the Certificateholders Servicer and shall be subject to withdrawal at the Servicer's direction from time to time. The amount of any losses net of any gains incurred by the Servicer in accordance with the terms and provisions respect of this Agreement. (c) The Certificate Account any such investments shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and be deposited in the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors out of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer)'s own funds immediately as realized. The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts Funds on deposit in the Certificate Account or benefit from funds uninvested therein from time on the Business Day prior to time the next Distribution Date shall be for the account of the Securities Administratoruninvested. The Securities Administrator Trustee shall be permitted make, to withdraw the extent required or receive distribution of any and all investment earnings authorized hereunder, withdrawals from the Certificate Account on each Distribution Date. If there is for the following purposes: (i) to withdraw any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to deposited in the Certificate Account and the funds not required to be deposited therein; (ii) to reimburse the Servicer for any unreimbursed Nonrecoverable Advance, PROVIDED, HOWEVER, that reimbursements in respect of Mortgage Loans in Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8 and Loan Group 9 as a group and the Master Servicer shall take Class Y Mortgage Loans may only reimbursed from aggregate amounts collected with respect to Mortgage Loans in such action as may be necessary to ensure that the Certificateholders shall be entitled Loan Groups or with respect to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e)Class Y Mortgage Loans, respectively, and applicable regulations reimbursements in respect of Class AR5 Mortgage Loans may only reimbursed from amounts collected on the Class AR5 Mortgage Loans; (iii) to make required distributions pursuant thereto, if applicable, to Section 4.02; and (iv) to pay to the Depositor or the Servicer any applicable comparable state statute applicable amount to state chartered banking corporationswhich it is entitled pursuant to Section 7.03.

Certificate Account. (a) The On behalf of the Trust Fund, the Securities Administrator shall establish and maintain one or more accounts (such account or accounts, the “Certificate Account”), held in the name of the Trustee, trust for the benefit of the Trustee and the Certificateholders, . The Certificate Account shall be an Eligible Account. The Master Servicer will deposit in the Certificate Account as a segregated trust account identified by the Master Servicer and as received by the Master Servicer, the following amounts: (1) Any amounts remitted to the Master Servicer by the Servicer or accounts and it may be a sub-account of any Subservicer from the Custodial Account.; (b2) Any Advances received from the Servicer or any Subservicer or made by the Master Servicer or (if the Master Servicer is the Servicer) the Trustee (in its capacity as successor master servicer), and any payments of Compensating Interest received from the Servicer or any Subservicer or made by the Master Servicer (unless, in the case of the Master Servicer, such amounts are deposited by the Master Servicer directly into the Certificate Account); (3) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Master Servicer or which were not deposited in the Custodial Account; (4) Any amounts required to be deposited with respect to losses on investments of deposits in the Certificate Account; and (5) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in the Certificate Account pursuant to this Agreement. All amounts deposited to the Certificate Account shall be held by the Trustee Securities Administrator in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into requirements for crediting the Certificate Account shall be deemed exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (A) the Master Servicing Fee, (B) late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (C) the items enumerated in Section 3A.12(a) (with respect the clearing and termination of the Certificate Account and with respect to have been madeamounts deposited in error), in Section 3A.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of Section 3A.12(c), need not be credited by the Master Servicer to the Certificate Account. In the event that the Master Servicer shall deposit or cause to be deposited to the Certificate Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. The amount Master Servicer may direct any depository institution maintaining the Certificate Account to invest the funds on deposit in such account or to hold such funds uninvested. All investments pursuant to this Section 3A.11 shall be in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Securities Administrator is the obligor thereon or if such investment is managed or advised by a Person other than the Securities Administrator or an Affiliate of the Securities Administrator, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Securities Administrator is the obligor thereon or if such investment is managed or advised by the Securities Administrator or any time credited Affiliate thereof. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested made in the name of the Trustee, or in the name of a nominee of the Master Servicer. The Master Servicer shall be entitled to sole possession over each such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or beforeinvestment, and any certificate or other instrument evidencing any such investment shall be held untildelivered directly to the Master Servicer or its agent, together with any document of transfer necessary to transfer title to such investment to the next succeeding Distribution Date if Master Servicer or its nominee. In the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on event amounts on deposit in the Certificate Account or benefit from funds uninvested therein from are at any time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on invested in a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited thereinpayable on demand, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.shall:

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Finance America Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2004-1” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14 in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to any PMI Insurer); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee may invest, or cause to be invested funds held in the Certificate Account in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit out of its own funds, without any right of reimbursement therefor, immediately as realized. All income and gain realized from funds uninvested therein any such investment shall be compensation to the Trustee and shall be subject to its withdrawal on order from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationstime.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Trusteeits name, for the benefit of the Certificateholdersas trustee, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of (the Custodial “Certificate Account. (b) All amounts deposited ”), to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates and to the Lower Tier REMIC I Uncertificated Regular Interests issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall cause to be deposited into the Certificate Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. In addition, the Trustee shall deposit any distributions on the Underlying Certificates with respect to the Underlying Distribution Date upon its receipt thereof. If the Trustee shall not have been madereceived a distribution with respect to the Underlying Certificates by the date on which such distribution was due and payable pursuant to the terms of the Underlying Certificates, the Trustee shall request the Underlying Trustee to make such payment as promptly as possible and legally permitted and may, and at the direction of Holders of at least a majority in Class Principal Amount (or Class Notional Amount) of each Class of Group 4 Certificates shall, subject to the penultimate sentence of this paragraph, take any available legal action, including, without limitation, the prosecution of any claims in connection therewith. The reasonable legal fees and expenses incurred by the Trustee in connection with the prosecution of any such legal action shall be reimbursable to the Trustee out of the proceeds of any such action and shall be retained by the Trustee prior to the deposit of any remaining proceeds in the Certificate Account pending payment thereof to Holders of the Group 4 Certificates in accordance with Section 5.02. The amount at distributable to Holders of the Group 4 Certificates on the Distribution Date immediately succeeding the receipt of such proceeds shall be reduced by the amount so reimbursed. In the event that the Trustee has reason to believe that the proceeds of any time credited such legal action may be insufficient to reimburse it for its projected legal fees and expenses, the Trustee shall notify the Holders of the Group 4 Certificates that it is not obligated to pursue any such available remedies unless adequate indemnity for its legal fees and expenses is provided by the Holders of the Group 4 Certificates. In the event that any such indemnity is provided to the Trustee, the Trustee shall take such action as directed. (c) The Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to withdraw amounts deposited in cash and fully insured by the FDIC to the maximum coverage provided thereby or Certificate Account in error; (ii) to pay itself any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth in subsection (c) below, and to make payments to itself (prior to making distributions pursuant to Section 5.02) for any expenses or other indemnification owing to the Trustee and others pursuant to any provision of this Agreement or the Custodial Agreements; (iii) to make payments of the Master Servicing Fee (to the extent not already withheld or withdrawn from the Collection Account by the Master Servicer) to the Master Servicer; (iv) to make distributions to the Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (d) The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee described in paragraph (viii) of the definition thereof). All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment shall mature or be compensation for the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account out of the Securities Administratorits own funds, without any right of reimbursement therefor, immediately as realized. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from Funds held in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders are not invested shall be entitled to the priorities afforded to such a trust account (held in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationscash.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the name Master Servicer shall cause to be deposited on behalf of the Trustee, for Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the benefit sum of the Certificateholders, (i) any amount required to be deposited in the Certificate Account as a segregated trust account pursuant to Section 3.11(a), (ii) any amount required to be deposited in the Certificate Account pursuant to Section 4.07, (iii) any amount required to be paid pursuant to Section 9.01, (iv) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (v) without duplication, an amount equal to the Premium for the Policy payable for such Distribution Date, and (vi) any payments or accounts and it may be a sub-account collections in the nature of prepayment charges received on the Mortgage Loans by the Master Servicer in respect of the Custodial related Collection Period. In addition, as and to the extent required pursuant to Section 4.10(b), the Trustee shall withdraw from the Insurance Account any Insured Payment then on deposit in the Insurance Account and deposit such amount into the Certificate Account. (b) All amounts deposited to On each Distribution Date, after making any distributions in respect of the Class A Interest Distribution Amount and the Principal Collection Distribution Amount, the Trustee shall withdraw from the Certificate Account shall be held and pay to the Credit Enhancer, by wire transfer of immediately available funds to the Credit Enhancer, the Premium for the Policy for such Distribution Date. (c) Upon written request from the Master Servicer, the Trustee shall invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and Credit Enhancer, which shall mature not later than the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances Business Day next preceding the Distribution Date next following the date of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer such investment (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be except that (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate obligation of the Securities Administrator orinstitution that maintains such account or fund for which such institution serves as custodian, if then such obligor is Permitted Investment may mature on such Distribution Date and (ii) any other Person, investment may mature on such Distribution Date if the Business Day preceding Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment earnings on amounts on deposit shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate realized without any right of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsreimbursement.

Certificate Account. (a) The Securities Administrator Trustee shall establish establish, prior to the Closing Date, and maintain shall maintain, in the name of the Trustee, for the benefit Trustee on behalf of the CertificateholdersHolders of interests in the Trust Fund, the Certificate Account, which shall be an Eligible Account, into which the Trustee upon receipt from the Master Servicer shall deposit all payments remitted by the Master Servicer and any amounts required to be remitted by the Seller pursuant to the terms hereof. All distributions to be made from time to time to Holders of interests in the Trust Fund out of funds in the Certificate Account as a segregated trust account shall be made by or accounts and it may be a sub-account on behalf of the Custodial Account. (b) All amounts deposited Trustee. The Certificate Account shall relate solely to the Certificates issued hereunder and funds in the Certificate Account shall be held separate and apart from and shall not be commingled with any monies including, without limitation, other monies of the Trustee held under this Agreement. Funds held in the Certificate Account and may be invested by the Trustee in the name of Eligible Investments selected by the Trustee in trust for the benefit of the Certificateholders Trustee or shall remain uninvested. All income and gain net of any losses realized from any such investment shall be for the benefit of the Trustee and shall be subject to withdrawal at the Trustee's direction from time to time. The amount of any losses net of any gains incurred by the Trustee in accordance with respect of any such investments shall be deposited in the terms and provisions Certificate Account out of this Agreementthe Trustee's own funds immediately as realized. (cb) The Trustee shall make, to the extent required or authorized hereunder, withdrawals from the Certificate Account shall constitute a trust account of for the Trust Fund segregated on following purposes: (i) as directed by the books of the Securities Administrator on behalf of the TrusteeMaster Servicer, and to withdraw any amount deposited in the Certificate Account and not required to be deposited therein; (ii) to reimburse the funds deposited therein shall Master Servicer for any unreimbursed Nonrecoverable Advance; (iii) on the 26th of each month, or if such 26th day is not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trusteea Business Day, the Securities Administrator immediately following Business Day, to pay to the PMI Insurer the PMI Insurance Premium for such date; (iv) to make required distributions pursuant to Section 5.02; and (v) to pay to the Seller or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed amount to have been made. The amount at any time credited which it is entitled pursuant to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsSection 7.03.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of FIRST FRANKLIN MORTGAGE LOAN TRUST Mortgage Pass-Through Certificates, Series 2003-FF3” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself for any expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the PMI Insurer); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee may invest, or cause to be invested, funds held in the Certificate Account at the direction of the Depositor, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited Trustee for deposit in demand deposits with such depository institutions the Certificate Account out of its own funds, without any right of reimbursement therefore, immediately as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentrealized. All Permitted Investments income and gain realized from any such investment shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or beforeorder from time to time. In the event the Depositor does not provide written direction to the Trustee pursuant to this Section, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts all funds on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account invested in a money market or common trust fund as described in paragraph (viii) of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution definition of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (“Eligible Investment” set forth in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.Article I.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the a Certificate Account. The Trustee, for the benefit on behalf of the Certificateholders, shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited in all proceeds thereof, subject to the payment of Trust Expenses as specified herein. The Certificate Account shall be held under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Certificate Account all amounts collected with respect to the Underlying Notes, including: (i) all payments received by the Trustee on account of principal of the Underlying Notes; (ii) all payments received by the Trustee on account of premium (if any) on the Underlying Notes; (iii) all payments received by the Trustee on account of interest on the Underlying Notes; and (iv) payments in the nature of penalties, late payment charges or assumption fees received by the Trustee in respect of any Underlying Notes. The Trustee shall also deposit or cause to be deposited in the name Certificate Account all payments received in respect of any Eligible Investments. If, at any time, the Certificate Account is not an Eligible Account, the Trustee shall, within five Business Days (or such longer period, not to exceed 30 calendar days, so long as the Rating Agency Condition is met), establish a new Certificate Account meeting the conditions specified above and the Trustee shall, within five Business Days after establishing a new Certificate Account, transfer any cash and any investments on deposit in trust the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established it shall be the Certificate Account for the benefit of the Certificateholders in accordance with the terms and provisions purposes of this Agreement. (cb) The Trustee shall give notice to the Depositor of the location of each Eligible Account constituting the Certificate Account prior to any change thereof. (i) The Trustee hereby confirms the following with respect to the Certificate Account: (A) the Certificate Account shall constitute be a trust account "securities account" within the meaning of Section 8-501 of the UCC to which financial assets are or may be credited, (B) the Trustee shall act in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Certificate Account, (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the UCC of the Certificate Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Certificate Account, and (D) all securities, securities entitlements, financial assets and other investment property shall be credited by the Securities Intermediary to the Certificate Account as provided herein. (ii) The Securities Intermediary hereby agrees that each item of property (whether investment property, financial assets, securities, or instruments) credited to the Certificate Account (other than cash) shall be treated as a "financial asset" within the meaning of Article 8-102(a)(9) of the UCC. On the day on which any funds are deposited in the Certificate Account, the Securities Intermediary shall either distribute such funds in accordance with Section 4.01 hereof or, as applicable, invest such funds in Eligible Investments, in accordance with Section 3.06 hereof. (iii) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notification or entitlement order from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Certificate Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. (iv) The Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (v) The Trust Fund segregated Property and any other property to be deposited in, or credited to, the Certificate Account shall be delivered as follows (terms used in the following provisions that are not otherwise defined are used as defined in Article 8 of the UCC): (1) in the case of each certificated security (other than a clearing corporation security (as defined below)) or instrument, by: (A) the delivery of such certificated security or instrument to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank, (B) the Securities Intermediary continuously indicating by book-entry that such certificated security or instrument is credited to the Certificate Account, and (C) the Securities Intermediary maintaining continuous possession of such certificated security or instrument in the State of New York; (2) in the case of each uncertificated security (other than a clearing corporation security (as defined below) ), by causing: (A) such uncertificated security to be continuously registered on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, issuer thereof to the Securities Administrator or Intermediary, and (B) the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a subSecurities Intermediary continuously indicating by book-account of the Custodial Account and in entry that such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time uncertificated security is credited to the Certificate Account shall be Account; (i3) held in cash and fully insured the case of each security in the custody of or maintained on the books of a clearing corporation or its nominee (a "clearing corporation security"), by causing: (A) the FDIC relevant clearing corporation to credit such clearing corporation security to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the securities account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositIntermediary, and (B) the Securities Administrator shall deposit the amount of the loss Intermediary continuously indicating by book-entry that such clearing corporation security is credited to the Certificate Account. With respect ; (4) in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of the FRBNY (a "government security"), by causing: (A) the creation of a security entitlement to such government security by the credit of such government security to the securities account of the Securities Intermediary at the FRBNY, and (B) the Securities Intermediary continuously indicating by book-entry that such government security is credited to the Certificate Account and Account; and (5) in the funds deposited thereincase of each security entitlement not governed by clauses (1) through (4) above, the Master Servicer shall take such action as may be necessary by: (A) causing a securities intermediary (x) to ensure indicate by book-entry that the Certificateholders shall underlying "financial asset" (as defined in Section 8-102(a)(9) of the UCC) has been credited to be entitled the Securities Intermediary's securities account, (y) to receive a financial asset from the Securities Intermediary or acquiring the underlying financial asset for the Securities Intermediary, and, in either case, accepting it for credit to the priorities afforded Securities Intermediary's securities account or (z) to become obligated under other law, regulation or rule to credit the underlying financial asset to the Security Intermediary's securities account, (B) the making by such a trust account securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Securities Intermediary and continuously indicating by book-entry that such securities entitlement is credited to the Securities Intermediary's securities account, and (in addition to a claim against C) the estate Securities Intermediary continuously indicating by book-entry that such security entitlement (or all rights and property of the TrusteeSecurities Intermediary representing such securities entitlement) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable is credited to state chartered banking corporationsthe Certificate Account.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), Section 4.07 or Section 4.08, (iv) any amount to be deposited in the Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section 9.01, (vi) any prepayment charges on the Mortgage Loans received during the related Prepayment Period and (vii) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Corridor Contract Counterparty under the Corridor Contract and inform the Trustee in writing of the amount so calculated. (c) The Trustee shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Initial Deposit Account as a segregated trust account or accounts and it may accounts. On the Closing Date, the Depositor will deposit, or cause to be a sub-account of deposited in the Custodial Initial Deposit Account. (b) , an amount equal to the Initial Deposit. All amounts deposited to into the Certificate Initial Deposit Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. On each Distribution Date, the Trustee shall distribute any interest on the Initial Deposit Account to Residential Funding. (cd) The Certificate Account shall constitute a trust account of Trustee shall, upon written request from the Trust Fund segregated on Master Servicer, invest or cause the books of the Securities Administrator on behalf of the Trustee, and institution maintaining the Certificate Account and to invest the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested Permitted Investments designated in the name of the TrusteeTrustee for the benefit of the Certificateholders, in such Permitted Investments selected by which shall mature not later than the Securities Administrator or deposited in demand deposits with such depository institutions as selected by Business Day next preceding the Securities Administrator, provided that time deposits Distribution Date next following the date of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date investment (except that (i) if the obligor, manager or advisor for such Permitted Investment is an affiliate obligation of the Securities Administrator orinstitution that maintains such account or a fund for which such institution serves as custodian, if then such obligor is Permitted Investment may mature on such Distribution Date and (ii) any other Person, investment may mature on such Distribution Date if the Business Day preceding Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment earnings on amounts on deposit shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The Securities Administrator Servicer shall establish and maintain in with the name of Trustee the TrusteeCertificate Account as a single, separate account for the benefit of the CertificateholdersHolders of Certificates. The Servicer shall remit to the Trustee by wire transfer of immediately available funds for deposit into the Certificate Account, not later than 1:00 p.m. New York City time on the Business Day prior to each Distribution Date, an amount equal to the aggregate of the amounts specified in clauses (i) - (v), inclusive, of the Servicing Certificate furnished to the Trustee pursuant to Section 4.01. The Servicer shall include with such deposit any Monthly Advance for such Distribution Date as specified in the Servicing Certificate. On each Distribution Date upon which there is a Monthly Advance Reimbursement Amount, upon the request of the Servicer, the Trustee shall withdraw from the Certificate Account as a segregated trust account or accounts and it may be a sub-for the account of the Custodial Account. Servicer an amount equal to the Monthly Advance Reimbursement Amount, but not in excess of (bi) All amounts deposited the Available Distribution Amount (without taking into account any portion thereof representing payments of Trust Interest Collections and Trust Principal Collections allocable to the Seller and payments of any Insured Amounts) minus (ii) the sum of the Investor Certificate Distribution Amount, the Premium Amount and the Reimbursement Amount. At the direction of the Servicer signed by a Servicing Officer, the Trustee shall invest any funds in the Certificate Account shall be held by the Trustee in the name Permitted Investments specified in such direction (including (but not limited to) obligations of the Trustee or any of its affiliates, if such obligations otherwise qualify as Permitted Investments). Such direction shall be in trust writing, shall designate specific investments and shall certify that the specified investments constitute Permitted Investments. Each investment shall mature not later than the Business Day next preceding the Distribution Date following the date of such investment (unless the obligor in respect of such investment is the Trustee, in which case such investment may mature on such Distribution Date) and shall not be sold or disposed of prior to its maturity. All income and gain realized from any such investment shall be for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account Trustee shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account remit all such income and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited gain to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account Servicer on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the The amount of the loss to the Certificate Account. With any losses incurred in respect to of any such investments shall be deposited in the Certificate Account and by the Servicer out of its own funds deposited therein, immediately as realized. The Trustee shall not be liable for any loss incurred in connection with any such investment except with respect to any investment where the Master Servicer shall take such action as may be necessary to ensure that Trustee is the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsobligor thereon.

Certificate Account. (a) The Securities Administrator Master Servicer on behalf of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01 and (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Trustee in writing of the amount so calculated. (b) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature or be payable on demand not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in the institution with which the Certificate Account as a segregated trust account is maintained may mature or accounts be payable on demand on such Distribution Date and it (ii) any other investment may mature or be a sub-account of payable on demand on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. Subject to Section 3.16(e), all income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may realized without any right of reimbursement. The Trustee or its Affiliates are permitted to receive compensation that could be necessary deemed to ensure that be in the Certificateholders shall be entitled Trustee's economic self-interest for (i) serving as investment adviser (with respect to the priorities afforded investments made through its Affiliates), administrator, shareholder servicing agent, custodian or sub-custodian with respect to such a trust account (in addition to a claim against the estate certain of the TrusteePermitted Investments, (ii) as provided by 12 U.S.C. ss. 92a(e), using Affiliates to effect transactions in certain Permitted Investments and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations(iii) effecting transactions in certain Permitted Investments.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, LaSalle Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates, Series 2004-4” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 10 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. (b) The Trustee shall deposit or cause to have been madebe deposited into the Certificate Account, on the day on which, or if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Securities Administrator to the Trustee, all such amounts. The amount at any time credited to Trustee shall make withdrawals from the Certificate Account shall be only for the following purposes: (i) held to make payment to itself pursuant to any provision of this Agreement or to reimburse itself for any fees or expenses reimbursable to it pursuant to Section 6.12; provided, however, that any amounts in cash excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” and fully insured clause (b) of the definition of “Principal Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the FDIC Trustee pursuant to Section 6.14, in connection with any transfer of servicing, shall not be withdrawn from the Certificate Account and paid to the maximum coverage provided thereby or Trustee and the Trustee’s reimbursement for such excess amounts shall be made pursuant to Section 5.02(b) and 5.02(c) hereof; (ii) to withdraw amounts deposited in the Certificate Account in error; (iii) to make payments to itself and others pursuant to any provision of this Agreement (including, but not limited to, payments to the PMI Insurer); (iv) to make distributions to Certificateholders pursuant to Article V; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. (c) The Trustee may invest, or cause to be invested funds held in the Certificate Account in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in its capacity as such) or its nominee. The amount of any losses incurred in respect of any such Permitted Investments selected investments shall be paid by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit out of its own funds, without any right of reimbursement therefor, immediately as realized. All income and gain realized from funds uninvested therein any such investment shall be compensation to the Trustee and shall be subject to its withdrawal on order from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationstime.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in the name of the a Certificate Account. The Trustee, for the benefit on behalf of the Certificateholders, shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited in all proceeds thereof, subject to the payment of Trust Expenses as specified herein. The Certificate Account shall be held under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Certificate Account all amounts collected with respect to the Underlying Notes, including: (i) all payments received by the Trustee on account of principal of the Underlying Notes; (ii) all payments received by the Trustee on account of premium (if any) on the Underlying Notes; (iii) all payments received by the Trustee on account of interest on the Underlying Notes; and (iv) payments in the nature of penalties, late payment charges or assumption fees received by the Trustee in respect of any Underlying Notes. The Trustee shall also deposit or cause to be deposited in the name Certificate Account all payments received in respect of any Eligible Investments. If, at any time, the Certificate Account is not an Eligible Account, the Trustee shall, within five Business Days (or such longer period, not to exceed 30 calendar days, so long as the Rating Agency Condition is met), establish a new Certificate Account meeting the conditions specified above and the Trustee shall, within five Business Days after establishing a new Certificate Account, transfer any cash and any investments on deposit in trust the Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established it shall be the Certificate Account for the benefit of the Certificateholders in accordance with the terms and provisions purposes of this Agreement. (cb) The Trustee shall give notice to the Depositor of the location of each Eligible Account constituting the Certificate Account prior to any change thereof. (i) The Trustee hereby confirms the following with respect to the Certificate Account: (A) the Certificate Account shall constitute be a trust account "securities account" within the meaning of Section 8-501 of the UCC to which financial assets are or may be credited, (B) the Trustee shall act in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Certificate Account, (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Certificate Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Certificate Account, and (D) all securities, securities entitlements, financial assets and other investment property shall be credited by the Securities Intermediary to the Certificate Account as provided herein. (ii) The Securities Intermediary hereby agrees that each item of property (whether investment property, financial assets, securities, or instruments) credited to the Certificate Account (other than cash) shall be treated as a "financial asset" within the meaning of Article 8-102(a)(9) of the UCC. On the day on which any funds are deposited in the Certificate Account, the Securities Intermediary shall either distribute such funds in accordance with Section 4.01 hereof or, as applicable, invest such funds in Eligible Investments, in accordance with Section 3.06 hereof. (iii) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notification or entitlement order from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Certificate Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. (iv) The Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (v) The Trust Fund segregated Property and any other property to be deposited in, or credited to, the Certificate Account shall be delivered as follows (terms used in the following provisions that are not otherwise defined are used as defined in Article 8 of the UCC): (1) in the case of each certificated security (other than a clearing corporation security (as defined below)) or instrument, by: (A) the delivery of such certificated security or instrument to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank, (B) the Securities Intermediary continuously indicating by book-entry that such certificated security or instrument is credited to the Certificate Account, and (C) the Securities Intermediary maintaining continuous possession of such certificated security or instrument in the State of New York; (2) in the case of each uncertificated security (other than a clearing corporation security (as defined below)), by causing: (A) such uncertificated security to be continuously registered on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, issuer thereof to the Securities Administrator or Intermediary, and (B) the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a subSecurities Intermediary continuously indicating by book-account of the Custodial Account and in entry that such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time uncertificated security is credited to the Certificate Account shall be Account; (i3) held in cash and fully insured the case of each security in the custody of or maintained on the books of a clearing corporation or its nominee (a "clearing corporation security"), by causing: (A) the FDIC relevant clearing corporation to credit such clearing corporation security to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the securities account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositIntermediary, and (B) the Securities Administrator shall deposit the amount of the loss Intermediary continuously indicating by book-entry that such clearing corporation security is credited to the Certificate Account. With respect ; (4) in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of the FRBNY (a "government security"), by causing: (A) the creation of a security entitlement to such government security by the credit of such government security to the securities account of the Securities Intermediary at the FRBNY, and (B) the Securities Intermediary continuously indicating by book-entry that such government security is credited to the Certificate Account and Account; and (5) in the funds deposited thereincase of each security entitlement not governed by clauses (1) through (4) above, the Master Servicer shall take such action as may be necessary by: (A) causing a securities intermediary (x) to ensure indicate by book-entry that the Certificateholders shall underlying "financial asset" (as defined in Section 8-102(a)(9) of the UCC) has been credited to be entitled the Securities Intermediary's securities account, (y) to receive a financial asset from the Securities Intermediary or acquiring the underlying financial asset for the Securities Intermediary, and, in either case, accepting it for credit to the priorities afforded Securities Intermediary's securities account or (z) to become obligated under other law, regulation or rule to credit the underlying financial asset to the Security Intermediary's securities account, (B) the making by such a trust account securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Securities Intermediary and continuously indicating by book-entry that such securities entitlement is credited to the Securities Intermediary's securities account, and (in addition to a claim against C) the estate Securities Intermediary continuously indicating by book-entry that such security entitlement (or all rights and property of the TrusteeSecurities Intermediary representing such securities entitlement) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable is credited to state chartered banking corporationsthe Certificate Account.

Certificate Account. (a) The Securities Administrator Trustee shall establish and maintain in its name, as trustee, a trust account (the name of the “Certificate Account”) entitled “Certificate Account, U.S. Bank National Association, as Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust account or accounts and it may be a sub-account of the Custodial Account. (b) All amounts deposited to the Certificate Account shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with Holders of Lxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2006-GP4” until disbursed pursuant to the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account and shall be for the benefit of the Certificateholders. If the existing Certificate Account ceases to be an Eligible Account, the Trustee shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account may be a sub-account of shall relate solely to the Custodial Account Certificates issued hereunder and funds in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been madeheld separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Trustee held under this Agreement. The amount Trustee shall give to the Depositor, Master Servicer and any NIMS Insurer prior written notice of the name and address of the depository institution at any time credited to which the Certificate Account is maintained and the account number of such Certificate Account. (b) The Trustee shall deposit or cause to be deposited into the Certificate Account, on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Trustee, all such amounts. The Trustee shall make withdrawals from the Certificate Account only for the following purposes: (i) held to pay itself any investment income earned with respect to funds in cash the Certificate Account invested in Eligible Investments as set forth in subsection (c) below, and fully insured by to make payments to itself and others prior to making distributions pursuant to Section 5.02 for any expenses or other indemnification owing to itself and others pursuant to any provision of this Agreement or any Custodial Agreement; provided that such payments are for “unanticipated expenses” within the FDIC to the maximum coverage provided thereby or meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii); (ii) to make payment to itself pursuant to any provision of this Agreement, or to reimburse itself or its agents for any amounts reimbursable to it pursuant to Sections 6.11, 6.12 or 7.01; provided that such payments are for “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii); (iii) to withdraw amounts deposited in the Certificate Account in error; (iv) to make payments to itself and others pursuant to any provision of this Agreement; and (v) to clear and terminate the Certificate Account pursuant to Section 7.02. Any withdrawals described in the preceding sentence shall be allocated and limited to collections or other recoveries on the related Mortgage Pool and shall be accounted for in such manner. The Trustee may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Trustee). All such investments must be payable on demand or mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Trustee, Trustee (in such Permitted Investments selected by the Securities Administrator its capacity as such) or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investmentits nominee. All Permitted Investments income and gain realized from any such investment shall mature or be compensation to the Trustee and shall be subject to redemption or its withdrawal on or before, and order from time to time. The amount of any losses incurred in respect of any such investments shall be held until, paid by the next succeeding Distribution Date if the obligor, manager or advisor Trustee for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account out of its own funds, without any right of reimbursement therefor, immediately as realized. Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment, or benefit from funds uninvested therein from time if a default occurs in any other performance required under any Eligible Investment, the Trustee may and, subject to time shall be for Section 6.01 and Section 6.02(iv), upon the account request of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositNIMS Insurer, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary appropriate to ensure that enforce such payment or performance, including the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate institution and prosecution of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsappropriate proceedings.

Certificate Account. (a) The Securities On or prior to the Closing Date, the Trust Administrator shall establish and maintain in the name of the Trusteemaintain, for the benefit on behalf of the Certificateholders, the Certificate Account. The Trust Administrator shall, promptly upon receipt, deposit in the Certificate Account and retain therein the following: (a) the aggregate amount remitted by the Servicer to the Master Servicer or Trust Administrator pursuant to the Servicing Agreement; any amount deposited by the Trust Administrator pursuant to Section 3.02(f) in connection with any losses on Eligible Investments; all Compensating Interest Payments remitted by the Master Servicer to the Trust Administrator; all Advances remitted by the Master Servicer to the Trust Administrator; and any other amounts deposited hereunder that are required to be deposited in the Certificate Account. In the event that the Master Servicer or the Servicer shall remit to the Trust Administrator any amount not required to be remitted, the Master Servicer or the Servicer, as a segregated trust account or accounts and it applicable, may at any time direct the Trust Administrator to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. Such direction may be a sub-account of accomplished by delivering an Officer’s Certificate to the Custodial Account. (b) All Trust Administrator that describes the amounts deposited to in error in the Certificate Account. All funds deposited in the Certificate Account shall be held by the Trustee in the name of the Trustee Trust Administrator in trust for the benefit of the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.08(b). In no event shall the terms and provisions Trust Administrator incur liability for withdrawals from the Certificate Account at the direction of this Agreementthe Master Servicer or the Servicer. (cb) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and Each institution at which the Certificate Account and is maintained shall either hold such funds on deposit uninvested or shall invest the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of as directed in writing by the TrusteeServicer, the Securities Trust Administrator or the Master Servicer (whether made directlyDepositor, respectively, in Eligible Investments, which shall mature not later than the Business Day immediately preceding the Distribution Date, or indirectly through a liquidator or receiver of on the Trustee or the Master Servicer). The Certificate Account shall be an Distribution Date, with respect to Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals from the Custodial Account and deposits into the Certificate Account shall be deemed to have been made. The amount at any time credited to the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) Investments invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator orTrust Administrator, if such obligor is any other Personand, the Business Day preceding such Distribution Datein each case, shall not be sold or disposed of prior to its maturity. All income and gain net of any losses realized from any such investment earnings on amounts of funds on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account benefit of the Securities AdministratorTrust Administrator as compensation and shall be remitted to it monthly as provided herein. The Securities Administrator shall be permitted to withdraw or receive distribution amount of any and all investment earnings from realized losses in the Certificate Account on each Distribution Date. If there is incurred in any loss on a Permitted Investment or demand deposit, such account in respect of any such investments shall promptly be deposited by the Securities Trust Administrator shall deposit the amount of the loss to in the Certificate Account. With respect to the Certificate Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Certificate Account. (a) The Securities Administrator Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e), 4.07 or 4.08, (iv) any amount required to be paid pursuant to Section 9.01, (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date and (vi) any payments or collections in the nature of prepayment charges received by the Master Servicer in respect of the Mortgage Loans and the related Prepayment Period. (b) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee, Trustee for the benefit of the Certificateholders, which shall mature not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in the institution with which the Certificate Account as a segregated trust account or accounts is maintained may mature on such Distribution Date and it (ii) any other investment may be a sub-account of mature on such Distribution Date if the Custodial Account. (b) All amounts deposited Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be held by the Trustee in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Certificate Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trustee, and the Certificate Account and the funds deposited therein shall not be subject to, Master Servicer and shall be protected from, all claims, liens, and encumbrances of any creditors subject to its withdrawal or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Certificate Account shall be an Eligible Account. The Certificate Account may be a sub-account of the Custodial Account and in such case any withdrawals order from the Custodial Account and deposits into the Certificate Account shall be deemed time to have been madetime. The amount at of any time credited to the Certificate Account losses incurred in respect of any such investments shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested in the name of the Trustee, in such Permitted Investments selected by the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administrator, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Certificate Account or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to withdraw or receive distribution of any and all investment earnings from the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss to the Certificate Account. With respect to the Certificate Account and the funds deposited therein, by the Master Servicer shall take such action out of its own funds immediately as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Certificate Account. (a) The On the Closing Date, the Securities Administrator shall establish open and shall thereafter maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated account held in trust account or accounts and it may be a sub-account of (the Custodial “Certificate Account. (b) All amounts deposited to the ”), entitled “Certificate Account shall be held by the Trustee in the name of the Trustee Account, Xxxxx Fargo Bank, N.A., as Securities Administrator, in trust for the benefit of the Certificateholders in accordance with the terms and provisions Holders of this AgreementStructured Asset Investment Loan Trust Mortgage Pass-Through Certificates, Series 2006-3. (c) ” The Certificate Account shall constitute a trust account of relate solely to the Certificates and to the Lower Tier REMIC 1 Uncertificated Regular Interests issued by the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trusteehereunder, and the funds in such Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of commingled with any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer other monies. (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). b) The Certificate Account shall be an Eligible Account. The If an existing Certificate Account may ceases to be an Eligible Account, the Securities Administrator shall establish a sub-account new Certificate Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. (c) The Securities Administrator shall give to the Trustee prior written notice of the Custodial Account name and in such case any withdrawals from address of the Custodial Account and deposits into depository institution at which the Certificate Account shall be deemed to have been madeis maintained and the account number of such Certificate Account. The amount at any time credited Securities Administrator shall take such actions as are necessary to cause the depository institution holding the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested hold such account in the name of the TrusteeSecurities Administrator under this Agreement. (d) The Master Servicer shall deposit or cause to be deposited into the Certificate Account, no later than the second Business Day following the Closing Date, any amounts received with respect to the Mortgage Loans representing Scheduled Payments (or in the case of Simple Interest Mortgage Loans, representing scheduled interest payments, but actual principal 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 Certificate Account on the earlier of the applicable Servicer Remittance Date and two Business Days following receipt thereof, the following amounts received or payments made by it (other than in respect of principal of and interest on the Mortgage Loans due on or before the Cut-off Date): (i) all payments on account of principal, including Principal Prepayments, any Subsequent Recovery and any Scheduled Payment attributable to principal received after its related Due Date, on the Mortgage Loans; (ii) all payments on account of interest on the Mortgage Loans, including Prepayment Premiums, in all cases, net of the Servicing Fee and the PMI Insurance Premiums, if any, with respect to each such Permitted Mortgage Loan, but only to the extent of the amount permitted to be withdrawn or withheld from the Certificate 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 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 with respect to such Mortgage Loans (but only to the extent of the amount permitted to be withdrawn or withheld from the Certificate Account in accordance with Sections 5.04 and 9.21) and (y) any amounts reimbursable to a Servicer with respect to such Mortgage Loan under the applicable Servicing Agreement and retained by such Servicer; (iv) all Insurance Proceeds; (v) all Advances made by the Master Servicer or any Servicer pursuant to Section 5.04 or the applicable Servicing Agreement; (vi) any Seller Remittance Amounts remitted by a Servicer; (vii) all amounts paid by any Servicer with respect to Net Simple Interest Shortfalls and Prepayment Interest Shortfalls; and (viii) 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. The Master Servicer shall also deposit from its own funds into the Certificate Account (to the extent not already received from the related Servicer), without right of reimbursement, except from Net Simple Interest Excess, an amount equal to any Net Simple Interest Shortfall (to the extent not offset by Net Simple Interest Excess) for the related Collection Period. (e) Funds in the Certificate Account for the period from each Servicer Remittance Date to and including one Business Day immediately preceding the related Distribution Date shall be invested in Eligible Investments selected by and at the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administratorwritten direction of LBH, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments which shall mature or be subject not later than one Business Day prior to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if and any such Eligible Investment shall not be sold or disposed of prior to its maturity. In the obligor, manager or advisor for absence of written instructions from LBH regarding the investment of any such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts funds on deposit in the Certificate Account, such funds shall be invested in the Xxxxx Fargo Advantage Prime Money Market Fund. All such Eligible Investments shall be made in the name of the Master Servicer in trust for the benefit of the Trustee and Holders of the Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates, Series 2006-3. Funds in the Certificate Account or benefit for the period from funds uninvested therein one Business Day immediately preceding the related Distribution Date through and including the related Distribution Date (the “Master Servicer Investment Period”) may be invested in Eligible Investments selected by the Master Servicer (which shall mature not later than such applicable Distribution Date). All income and gain realized from time to time any Eligible Investment during the Master Servicer Investment Period shall be for the account benefit of the Securities AdministratorMaster Servicer to the extent of the Master Servicing Fee, and all income and gain realized from any Eligible Investment other than during the Master Servicer Investment Period shall be shall be for the benefit of LBH, in either case subject to its withdrawal or order from time to time, and shall not be part of the Trust Fund. The Securities Administrator amount of any losses incurred in respect of any such investments during the Master Servicer Investment Period shall be permitted to withdraw or receive distribution deposited in such Certificate Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. The amount of any and all investment earnings from losses incurred in respect of any such investments for any period other than during the Master Servicer Investment Period shall be deposited in such Certificate Account by LBH out of its own funds, without any right of reimbursement therefor, immediately as realized. The foregoing requirements for deposit in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositare exclusive, it being understood and agreed that, without limiting the Securities Administrator shall deposit the amount generality of the loss to foregoing, (i) payments of interest on funds in the Certificate Account. With respect to Account need not be deposited by the Master Servicer in the Certificate Account and may be retained by the funds Master Servicer or remitted directly to LBH, as applicable, and (ii) payments in the nature of late payment charges, assumption fees 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 Certificate Account and may be retained by the Master Servicer or the applicable Servicer as additional servicing compensation. If the Master Servicer deposits in the Certificate Account any amount not required to be deposited therein, the Master Servicer shall take it may at any time withdraw such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to amount from such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsCertificate Account.

Certificate Account. (a) The On the Closing Date, the Securities Administrator shall establish open and shall thereafter maintain in the name of the Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated account held in trust account or accounts and it may be a sub-account of (the Custodial “Certificate Account. (b) All amounts deposited to the ”), entitled “Certificate Account shall be held by the Trustee in the name of the Trustee Account, Xxxxx Fargo Bank, N.A., as Securities Administrator, in trust for the benefit of the Certificateholders in accordance with the terms and provisions Holders of this AgreementStructured Asset Securities Corporation Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2006-BC5. (c) ” The Certificate Account shall constitute a trust account of relate solely to the Certificates and to the Lower Tier REMIC 1 Uncertificated Regular Interests issued by the Trust Fund segregated on the books of the Securities Administrator on behalf of the Trusteehereunder, and the funds in such Certificate Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of commingled with any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer other monies. (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). b) The Certificate Account shall be an Eligible Account. The If an existing Certificate Account may ceases to be an Eligible Account, the Securities Administrator shall establish a sub-account new Certificate Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Certificate Account into such new Certificate Account. (c) The Securities Administrator shall give to the Trustee prior written notice of the Custodial Account name and in such case any withdrawals from address of the Custodial Account and deposits into depository institution at which the Certificate Account shall be deemed to have been madeis maintained and the account number of such Certificate Account. The amount at any time credited Securities Administrator shall take such actions as are necessary to cause the depository institution holding the Certificate Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested hold such account in the name of the TrusteeSecurities Administrator under this Agreement. (d) The Master Servicer shall deposit or cause to be deposited into the Certificate Account, no later than the second Business Day following the Closing Date, any amounts received with respect to the Mortgage Loans representing Scheduled Payments (or in the case of Simple Interest Mortgage Loans, representing scheduled interest payments, but actual principal 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 Certificate Account on the earlier of the applicable Servicer Remittance Date and two Business Days following receipt thereof, the following amounts received or payments made by it (other than in respect of principal of and interest on the Mortgage Loans due on or before the Cut-off Date): (i) all payments on account of principal, including Principal Prepayments, any Subsequent Recovery and any Scheduled Payment attributable to principal received after its related Due Date, on the Mortgage Loans; (ii) all payments on account of interest on the Mortgage Loans, including Prepayment Premiums, in all cases, net of the Servicing Fee and the PMI Insurance Premiums, if any, with respect to each such Permitted Mortgage Loan, but only to the extent of the amount permitted to be withdrawn or withheld from the Certificate 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 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 with respect to such Mortgage Loans (but only to the extent of the amount permitted to be withdrawn or withheld from the Certificate Account in accordance with Sections 5.04 and 9.21) and (y) any amounts reimbursable to a Servicer with respect to such Mortgage Loan under the applicable Servicing Agreement and retained by such Servicer; (iv) all Insurance Proceeds; (v) all Advances made by the Master Servicer (or the Trustee as successor master servicer) or any Servicer pursuant to Section 5.04 or the applicable Servicing Agreement; (vi) any Seller Remittance Amounts remitted by a Servicer; (vii) all amounts paid by any Servicer with respect to Net Simple Interest Shortfalls and Prepayment Interest Shortfalls; and (viii) the Purchase Price, FPD Purchase Price or PPTL 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. The Master Servicer shall also deposit from its own funds into the Certificate Account (to the extent not already received from the related Servicer), without right of reimbursement, except from Net Simple Interest Excess, an amount equal to any Net Simple Interest Shortfall (to the extent not offset by Net Simple Interest Excess) for the related Collection Period. (e) Funds in the Certificate Account for the period from each Servicer Remittance Date to and including four Business Days immediately preceding the related Distribution Date shall be invested in Eligible Investments selected by and at the Securities Administrator or deposited in demand deposits with such depository institutions as selected by the Securities Administratorwritten direction of LBH, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments which shall mature or be subject not later than one Business Day prior to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if and any such Eligible Investment shall not be sold or disposed of prior to its maturity. In the obligor, manager or advisor for absence of written instructions from LBH regarding the investment of any such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts funds on deposit in the Certificate Account, such funds shall be invested in the Xxxxx Fargo Advantage Prime Money Market Fund. All such Eligible Investments shall be made in the name of the Master Servicer in trust for the benefit of the Trustee and Holders of the Structured Asset Securities Corporation Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2006-BC5. Funds in the Certificate Account or benefit for the period from funds uninvested therein three Business Days immediately preceding the related Distribution Date through and including the related Distribution Date (the “Master Servicer Investment Period”) may be invested in Eligible Investments selected by the Master Servicer (which shall mature not later than such applicable Distribution Date). All income and gain realized from time any Eligible Investment (i) during the Master Servicer Investment Period shall be compensation (1) to time the Trustee, in payment of its Trustee Fee, to the extent not paid in accordance with Section 6.12, (2) to Deutsche Bank National Trust Company and Xxxxx Fargo Bank, N.A., in their respective capacities as Custodians, in payment of their Custodial Compensation, to the extent not paid when due in accordance with Section 6.12 and (3) to the Master Servicer and Securities Administrator, any income and gain remaining and (ii) other than during the Master Servicer Investment Period shall be shall be for the account benefit of LBH, in either case subject to its withdrawal or order from time to time, and shall not be part of the Securities AdministratorTrust Fund. The Securities Administrator amount of any losses incurred in respect of any such investments during the Master Servicer Investment Period shall be permitted to withdraw or receive distribution deposited in such Certificate Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. The amount of any and all investment earnings from losses incurred in respect of any such investments for any period other than during the Master Servicer Investment Period shall be deposited in such Certificate Account by LBH out of its own funds, without any right of reimbursement therefor, immediately as realized. The foregoing requirements for deposit in the Certificate Account on each Distribution Date. If there is any loss on a Permitted Investment or demand depositare exclusive, it being understood and agreed that, without limiting the Securities Administrator shall deposit the amount generality of the loss to foregoing, (i) payments of interest on funds in the Certificate Account. With respect to Account need not be deposited by the Master Servicer in the Certificate Account and may be retained by the funds Master Servicer or remitted directly to LBH, as applicable, and (ii) payments in the nature of late payment charges, assumption fees 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 Certificate Account and may be retained by the Master Servicer or the applicable Servicer as additional servicing compensation. If the Master Servicer deposits in the Certificate Account any amount not required to be deposited therein, the Master Servicer shall take it may at any time withdraw such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to amount from such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsCertificate Account.