Mortgage

BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor, EMC MORTGAGE CORPORATION Seller and Master Servicer and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of June 1, 2006 BEAR STEARNS ASSET BACKED SECURITIES I TRUST ...


BEAR STEARNS ASSET BACKED SECURITIES I LLC
Depositor,
 
 
EMC MORTGAGE CORPORATION
Seller and Master Servicer
 
 
and
 
 
LASALLE BANK NATIONAL ASSOCIATION
Trustee
 
____________________
 
 
Dated as of June 1, 2006
 
________________________________________
 
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2006-HE6
 
ASSET-BACKED CERTIFICATES, SERIES 2006-HE6
 
 
 
 

 

 
TABLE OF CONTENTS
 
 
ARTICLE I
 
DEFINITIONS
 
Section 1.01
Defined Terms.
 
Section 1.02
Allocation of Certain Interest Shortfalls.
 
 
ARTICLE II
 
CONVEYANCE OF TRUST FUND
 
Section 2.01
Conveyance of Trust Fund.
 
Section 2.02
Acceptance of the Mortgage Loans.
 
Section 2.03
Representations, Warranties and Covenants of the Master Servicer and The Seller.
 
Section 2.04
Representations and Warranties of the Depositor.
 
Section 2.05
Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.
 
Section 2.06
Countersignature and Delivery of Certificates.
 
Section 2.07
Purposes and Powers of the Trust.
 
 
ARTICLE III
 
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
 
Section 3.01
The Master Servicer to act as Master Servicer.
 
Section 3.02
Due-on-Sale Clauses; Assumption Agreements.
 
Section 3.03
Subservicers.
 
Section 3.04
Documents, Records and Funds in Possession of the Master Servicer To Be Held for Trustee.
 
Section 3.05
Maintenance of Hazard Insurance.
 
Section 3.06
Presentment of Claims and Collection of Proceeds.
 
Section 3.07
Maintenance of the Primary Mortgage Insurance Policies.
 
Section 3.08
Fidelity Bond, Errors and Omissions Insurance.
 
Section 3.09
Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans.
 
Section 3.10
Servicing Compensation.
 
Section 3.11
REO Property.
 
Section 3.12
Liquidation Reports.
 
Section 3.13
Annual Statement as to Compliance.
 
Section 3.14
Assessments of Compliance and Attestation Reports.
 
Section 3.15
Books and Records.
 
Section 3.16
Reports Filed with Securities and Exchange Commission.
 
Section 3.17
Intention of the Parties and Interpretation.
 
Section 3.18
UCC.
 
Section 3.19
Optional Purchase of Certain Mortgage Loans.
 
Section 3.20
Obligations of the Master Servicer in Respect of Mortgage Rates and Scheduled Payments.
 
Section 3.21
Group I Reserve Fund; Payments to and from Swap Administrator; Group I Supplemental Interest Trust.
 
Section 3.22
Group II Reserve Fund; Payments to and from Swap Administrator; Group II Supplemental Interest Trust.
 
Section 3.23
Tax Treatment of Class IO Distribution Amounts in the Event of Resecuritization of Class A Certificates or Class M Certificates.
 
Section 3.24
Advancing Facility.
 
 
ARTICLE IV
 
ACCOUNTS
 
Section 4.01
Collection of Mortgage Loan Payments; Protected Account.
 
Section 4.02
Permitted Withdrawals From the Protected Account.
 
Section 4.03
Collection of Taxes; Assessments and Similar Items; Escrow Accounts.
 
Section 4.04
Distribution Account.
 
Section 4.05
Permitted Withdrawals and Transfers from the Distribution Account.
 
Section 4.06
Class I-P Certificate Account.
 
Section 4.07
Class II-P Certificate Account.
 
 
ARTICLE V
 
DISTRIBUTIONS AND ADVANCES
 
Section 5.01
Advances.
 
Section 5.02
Compensating Interest Payments.
 
Section 5.03
REMIC Distributions.
 
Section 5.04
Distributions.
 
Section 5.05
Allocation of Realized Losses.
 
Section 5.06
Monthly Statements to Certificateholders.
 
Section 5.07
REMIC Designations and REMIC Distributions.
 
 
ARTICLE VI
 
THE CERTIFICATES
 
Section 6.01
The Certificates.
 
Section 6.02
Certificate Register; Registration of Transfer and Exchange of Certificates.
 
Section 6.03
Mutilated, Destroyed, Lost or Stolen Certificates.
 
Section 6.04
Persons Deemed Owners.
 
Section 6.05
Access to List of Certificateholders’ Names and Addresses.
 
Section 6.06
Book-Entry Certificates.
 
Section 6.07
Notices to Depository.
 
Section 6.08
Definitive Certificates.
 
Section 6.09
Maintenance of Office or Agency.
 
 
ARTICLE VII
 
THE DEPOSITOR AND THE MASTER SERVICER
 
Section 7.01
Liabilities of the Depositor and the Master Servicer.
 
Section 7.02
Merger or Consolidation of the Depositor or the Master Servicer.
 
Section 7.03
Indemnification of the Trustee and the Master Servicer.
 
Section 7.04
Limitations on Liability of the Depositor, the Master Servicer and Others.
 
Section 7.05
Master Servicer Not to Resign.
 
Section 7.06
Successor Master Servicer.
 
Section 7.07
Sale and Assignment of Master Servicing.
 
 
ARTICLE VIII
 
DEFAULT; TERMINATION OF MASTER SERVICER
 
Section 8.01
Events of Default.
 
Section 8.02
Trustee to Act; Appointment of Successor.
 
Section 8.03
Notification to Certificateholders.
 
Section 8.04
Waiver of Defaults.
 
 
ARTICLE IX
 
CONCERNING THE TRUSTEE
 
Section 9.01
Duties of Trustee.
 
Section 9.02
Certain Matters Affecting the Trustee.
 
Section 9.03
Trustee Not Liable for Certificates or Mortgage Loans.
 
Section 9.04
Trustee May Own Certificates.
 
Section 9.05
Trustee’s Fees and Expenses.
 
Section 9.06
Eligibility Requirements for Trustee.
 
Section 9.07
Insurance.
 
Section 9.08
Resignation and Removal of Trustee.
 
Section 9.09
Successor Trustee.
 
Section 9.10
Merger or Consolidation of Trustee.
 
Section 9.11
Appointment of Co-Trustee or Separate Trustee.
 
Section 9.12
Tax Matters.
 
 
ARTICLE X
 
TERMINATION
 
Section 10.01
Termination upon Liquidation or Repurchase of all Mortgage Loans.
 
Section 10.02
Final Distribution on the Certificates.
 
Section 10.03
Additional Termination Requirements.
 
 
ARTICLE XI
 
MISCELLANEOUS PROVISIONS
 
Section 11.01
Amendment.
 
Section 11.02
Recordation of Agreement; Counterparts.
 
Section 11.03
Governing Law.
 
Section 11.04
Intention of Parties.
 
Section 11.05
Notices.
 
Section 11.06
Severability of Provisions.
 
Section 11.07
Assignment.
 
Section 11.08
Limitation on Rights of Certificateholders.
 
Section 11.09
Inspection and Audit Rights.
 
Section 11.10
Certificates Nonassessable and Fully Paid.
 
Section 11.11
Third Party Rights.
 



Exhibits

Exhibit A-1
Form of Class A Certificates
Exhibit A-2
Form of Class M Certificates
Exhibit A-3
Form of Class P Certificates
Exhibit A-4
Form of Class CE Certificates
Exhibit A-5
Form of Class R Certificates
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Transfer Affidavit
Exhibit D
Form of Transferor Certificate
Exhibit E
Form of Investment Letter (Non-Rule 144A)
Exhibit F
Form of Rule 144A and Related Matters Certificate
Exhibit G
Form of Request for Release
Exhibit H
DTC Letter of Representations
Exhibit I
Schedule of Mortgage Loans with Lost Notes
Exhibit J
Form of Custodial Agreement
Exhibit K
Form of Back-Up Certification
Exhibit L
Form of Mortgage Loan Purchase Agreement
Exhibit M
Group I Swap Agreement
Exhibit N
Group II Swap Agreement
Exhibit O
[Reserved]
Exhibit P
Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit Q
Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R
Additional Disclosure Notification


 


 

POOLING AND SERVICING AGREEMENT, dated as of June 1, 2006, among BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor (the “Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the “Seller”) and as master servicer (in such capacity, the “Master Servicer”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
 
PRELIMINARY STATEMENT
 
REMIC I
 
The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates.
 
As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement (other than the Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and any rights or obligations in respect of the Swap Administration Agreement) as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class I-R-1 Certificates will be the sole class of Residual Interests (as defined herein) in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.
 
Designation
Uncertificated REMIC I
Pass-Through Rate
Initial Uncertificated
Principal Balance
Latest Possible
Maturity Date (1)
I-1-A
Variable(2)
$ 1,864,231.85
July 25, 2036
I-1-B
Variable(2)
$ 1,864,231.85
July 25, 2036
I-2-A
Variable(2)
$ 2,370,937.10
July 25, 2036
I-2-B
Variable(2)
$ 2,370,937.10
July 25, 2036
I-3-A
Variable(2)
$ 2,876,146.69
July 25, 2036
I-3-B
Variable(2)
$ 2,876,146.69
July 25, 2036
I-4-A
Variable(2)
$ 3,375,457.61
July 25, 2036
I-4-B
Variable(2)
$ 3,375,457.61
July 25, 2036
I-5-A
Variable(2)
$ 3,863,713.90
July 25, 2036
I-5-B
Variable(2)
$ 3,863,713.90
July 25, 2036
I-6-A
Variable(2)
$ 4,336,836.71
July 25, 2036
I-6-B
Variable(2)
$ 4,336,836.71
July 25, 2036
I-7-A
Variable(2)
$ 4,789,101.45
July 25, 2036
I-7-B
Variable(2)
$ 4,789,101.45
July 25, 2036
I-8-A
Variable(2)
$ 5,216,769.43
July 25, 2036
I-8-B
Variable(2)
$ 5,216,769.43
July 25, 2036
I-9-A
Variable(2)
$ 5,610,241.83
July 25, 2036
I-9-B
Variable(2)
$ 5,610,241.83
July 25, 2036
I-10-A
Variable(2)
$ 5,860,950.19
July 25, 2036
I-10-B
Variable(2)
$ 5,860,950.19
July 25, 2036
I-11-A
Variable(2)
$ 5,613,081.92
July 25, 2036
I-11-B
Variable(2)
$ 5,613,081.92
July 25, 2036
I-12-A
Variable(2)
$ 5,363,617.41
July 25, 2036
I-12-B
Variable(2)
$ 5,363,617.41
July 25, 2036
I-13-A
Variable(2)
$ 5,119,784.12
July 25, 2036
I-13-B
Variable(2)
$ 5,119,784.12
July 25, 2036
I-14-A
Variable(2)
$ 4,887,151.04
July 25, 2036
I-14-B
Variable(2)
$ 4,887,151.04
July 25, 2036
I-15-A
Variable(2)
$ 4,665,200.01
July 25, 2036
I-15-B
Variable(2)
$ 4,665,200.01
July 25, 2036
I-16-A
Variable(2)
$ 4,453,436.93
July 25, 2036
I-16-B
Variable(2)
$ 4,453,436.93
July 25, 2036
I-17-A
Variable(2)
$ 4,251,386.31
July 25, 2036
I-17-B
Variable(2)
$ 4,251,386.31
July 25, 2036
I-18-A
Variable(2)
$ 4,058,608.09
July 25, 2036
I-18-B
Variable(2)
$ 4,058,608.09
July 25, 2036
I-19-A
Variable(2)
$ 3,874,669.16
July 25, 2036
I-19-B
Variable(2)
$ 3,874,669.16
July 25, 2036
I-20-A
Variable(2)
$ 3,699,161.02
July 25, 2036
I-20-B
Variable(2)
$ 3,699,161.02
July 25, 2036
I-21-A
Variable(2)
$ 3,531,694.24
July 25, 2036
I-21-B
Variable(2)
$ 3,531,694.24
July 25, 2036
I-22-A
Variable(2)
$ 3,371,429.93
July 25, 2036
I-22-B
Variable(2)
$ 3,371,429.93
July 25, 2036
I-23-A
Variable(2)
$ 3,209,012.31
July 25, 2036
I-23-B
Variable(2)
$ 3,209,012.31
July 25, 2036
I-24-A
Variable(2)
$ 3,064,415.56
July 25, 2036
I-24-B
Variable(2)
$ 3,064,415.56
July 25, 2036
I-25-A
Variable(2)
$ 2,926,440.60
July 25, 2036
I-25-B
Variable(2)
$ 2,926,440.60
July 25, 2036
I-26-A
Variable(2)
$ 2,794,755.75
July 25, 2036
I-26-B
Variable(2)
$ 2,794,755.75
July 25, 2036
I-27-A
Variable(2)
$ 2,669,071.68
July 25, 2036
I-27-B
Variable(2)
$ 2,669,071.68
July 25, 2036
I-28-A
Variable(2)
$ 2,549,078.67
July 25, 2036
I-28-B
Variable(2)
$ 2,549,078.67
July 25, 2036
I-29-A
Variable(2)
$ 2,434,363.41
July 25, 2036
I-29-B
Variable(2)
$ 2,434,363.41
July 25, 2036
I-30-A
Variable(2)
$ 2,325,098.85
July 25, 2036
I-30-B
Variable(2)
$ 2,325,098.85
July 25, 2036
I-31-A
Variable(2)
$ 2,220,837.47
July 25, 2036
I-31-B
Variable(2)
$ 2,220,837.47
July 25, 2036
I-32-A
Variable(2)
$ 2,121,281.63
July 25, 2036
I-32-B
Variable(2)
$ 2,121,281.63
July 25, 2036
I-33-A
Variable(2)
$ 2,026,161.11
July 25, 2036
I-33-B
Variable(2)
$ 2,026,161.11
July 25, 2036
I-34-A
Variable(2)
$ 1,935,421.88
July 25, 2036
I-34-B
Variable(2)
$ 1,935,421.88
July 25, 2036
I-35-A
Variable(2)
$ 1,848,794.65
July 25, 2036
I-35-B
Variable(2)
$ 1,848,794.65
July 25, 2036
I-36-A
Variable(2)
$ 1,766,141.15
July 25, 2036
I-36-B
Variable(2)
$ 1,766,141.15
July 25, 2036
I-37-A
Variable(2)
$ 1,687,231.79
July 25, 2036
I-37-B
Variable(2)
$ 1,687,231.79
July 25, 2036
I-38-A
Variable(2)
$ 1,611,904.09
July 25, 2036
I-38-B
Variable(2)
$ 1,611,904.09
July 25, 2036
I-39-A
Variable(2)
$ 1,539,974.45
July 25, 2036
I-39-B
Variable(2)
$ 1,539,974.45
July 25, 2036
I-40-A
Variable(2)
$ 1,471,317.64
July 25, 2036
I-40-B
Variable(2)
$ 1,471,317.64
July 25, 2036
I-41-A
Variable(2)
$ 1,405,765.23
July 25, 2036
I-41-B
Variable(2)
$ 1,405,765.23
July 25, 2036
I-42-A
Variable(2)
$ 1,343,181.43
July 25, 2036
I-42-B
Variable(2)
$ 1,343,181.43
July 25, 2036
I-43-A
Variable(2)
$ 1,283,424.33
July 25, 2036
I-43-B
Variable(2)
$ 1,283,424.33
July 25, 2036
I-44-A
Variable(2)
$ 1,226,370.62
July 25, 2036
I-44-B
Variable(2)
$ 1,226,370.62
July 25, 2036
I-45-A
Variable(2)
$ 1,171,893.70
July 25, 2036
I-45-B
Variable(2)
$ 1,171,893.70
July 25, 2036
I-46-A
Variable(2)
$ 1,119,875.82
July 25, 2036
I-46-B
Variable(2)
$ 1,119,875.82
July 25, 2036
I-47-A
Variable(2)
$ 1,070,203.72
July 25, 2036
I-47-B
Variable(2)
$ 1,070,203.72
July 25, 2036
I-48-A
Variable(2)
$ 18,103,358.11
July 25, 2036
I-48-B
Variable(2)
$ 18,103,358.11
July 25, 2036
I-49-A
Variable(2)
$ 173,090.45
July 25, 2036
I-49-B
Variable(2)
$ 173,090.45
July 25, 2036
I-50-A
Variable(2)
$ 167,673.10
July 25, 2036
I-50-B
Variable(2)
$ 167,673.10
July 25, 2036
I-51-A
Variable(2)
$ 162,424.53
July 25, 2036
I-51-B
Variable(2)
$ 162,424.53
July 25, 2036
I-52-A
Variable(2)
$ 157,339.49
July 25, 2036
I-52-B
Variable(2)
$ 157,339.49
July 25, 2036
I-53-A
Variable(2)
$ 152,412.88
July 25, 2036
I-53-B
Variable(2)
$ 152,412.88
July 25, 2036
I-54-A
Variable(2)
$ 147,639.82
July 25, 2036
I-54-B
Variable(2)
$ 147,639.82
July 25, 2036
I-55-A
Variable(2)
$ 143,015.52
July 25, 2036
I-55-B
Variable(2)
$ 143,015.52
July 25, 2036
I-56-A
Variable(2)
$ 138,535.36
July 25, 2036
I-56-B
Variable(2)
$ 138,535.36
July 25, 2036
I-57-A
Variable(2)
$ 134,194.86
July 25, 2036
I-57-B
Variable(2)
$ 134,194.86
July 25, 2036
I-58-A
Variable(2)
$ 130,070.37
July 25, 2036
I-58-B
Variable(2)
$ 130,070.37
July 25, 2036
I-59-A
Variable(2)
$ 125,991.91
July 25, 2036
I-59-B
Variable(2)
$ 125,991.91
July 25, 2036
I-60-A
Variable(2)
$ 3,862,689.54
July 25, 2036
I-60-B
Variable(2)
$ 3,862,689.54
July 25, 2036
P
0.00%
$ 100.00
July 25, 2036
___________________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.
(2)            Calculated in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate” herein.

REMIC II
 
As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement (other than the Group II Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and any rights or obligations in respect of the Swap Administration Agreement) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II”. The Class II-R-1 Certificates will be the sole class of Residual Interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.
 
Designation
Uncertificated REMIC II
Pass-Through Rate
Initial Uncertificated Principal Balance
Latest Possible
Maturity Date (1)
II-1-A
Variable(2)
$ 1,398,241.09
June 25, 2036
II-1-B
Variable(2)
$ 1,398,241.09
June 25, 2036
II-2-A
Variable(2)
$ 1,711,880.65
June 25, 2036
II-2-B
Variable(2)
$ 1,711,880.65
June 25, 2036
II-3-A
Variable(2)
$ 2,022,267.16
June 25, 2036
II-3-B
Variable(2)
$ 2,022,267.16
June 25, 2036
II-4-A
Variable(2)
$ 2,326,967.53
June 25, 2036
II-4-B
Variable(2)
$ 2,326,967.53
June 25, 2036
II-5-A
Variable(2)
$ 2,622,238.94
June 25, 2036
II-5-B
Variable(2)
$ 2,622,238.94
June 25, 2036
II-6-A
Variable(2)
$ 2,906,184.54
June 25, 2036
II-6-B
Variable(2)
$ 2,906,184.54
June 25, 2036
II-7-A
Variable(2)
$ 3,175,706.42
June 25, 2036
II-7-B
Variable(2)
$ 3,175,706.42
June 25, 2036
II-8-A
Variable(2)
$ 3,428,139.21
June 25, 2036
II-8-B
Variable(2)
$ 3,428,139.21
June 25, 2036
II-9-A
Variable(2)
$ 3,646,021.68
June 25, 2036
II-9-B
Variable(2)
$ 3,646,021.68
June 25, 2036
II-10-A
Variable(2)
$ 3,555,385.75
June 25, 2036
II-10-B
Variable(2)
$ 3,555,385.75
June 25, 2036
II-11-A
Variable(2)
$ 3,400,710.28
June 25, 2036
II-11-B
Variable(2)
$ 3,400,710.28
June 25, 2036
II-12-A
Variable(2)
$ 3,249,159.31
June 25, 2036
II-12-B
Variable(2)
$ 3,249,159.31
June 25, 2036
II-13-A
Variable(2)
$ 3,104,471.94
June 25, 2036
II-13-B
Variable(2)
$ 3,104,471.94
June 25, 2036
II-14-A
Variable(2)
$ 2,966,333.69
June 25, 2036
II-14-B
Variable(2)
$ 2,966,333.69
June 25, 2036
II-15-A
Variable(2)
$ 2,834,444.61
June 25, 2036
II-15-B
Variable(2)
$ 2,834,444.61
June 25, 2036
II-16-A
Variable(2)
$ 2,708,518.59
June 25, 2036
II-16-B
Variable(2)
$ 2,708,518.59
June 25, 2036
II-17-A
Variable(2)
$ 2,588,282.75
June 25, 2036
II-17-B
Variable(2)
$ 2,588,282.75
June 25, 2036
II-18-A
Variable(2)
$ 2,473,476.81
June 25, 2036
II-18-B
Variable(2)
$ 2,473,476.81
June 25, 2036
II-19-A
Variable(2)
$ 2,363,852.45
June 25, 2036
II-19-B
Variable(2)
$ 2,363,852.45
June 25, 2036
II-20-A
Variable(2)
$ 2,259,172.85
June 25, 2036
II-20-B
Variable(2)
$ 2,259,172.85
June 25, 2036
II-21-A
Variable(2)
$ 2,158,975.63
June 25, 2036
II-21-B
Variable(2)
$ 2,158,975.63
June 25, 2036
II-22-A
Variable(2)
$ 2,057,208.64
June 25, 2036
II-22-B
Variable(2)
$ 2,057,208.64
June 25, 2036
II-23-A
Variable(2)
$ 1,965,795.77
June 25, 2036
II-23-B
Variable(2)
$ 1,965,795.77
June 25, 2036
II-24-A
Variable(2)
$ 1,879,363.49
June 25, 2036
II-24-B
Variable(2)
$ 1,879,363.49
June 25, 2036
II-25-A
Variable(2)
$ 1,796,803.34
June 25, 2036
II-25-B
Variable(2)
$ 1,796,803.34
June 25, 2036
II-26-A
Variable(2)
$ 1,717,939.43
June 25, 2036
II-26-B
Variable(2)
$ 1,717,939.43
June 25, 2036
II-27-A
Variable(2)
$ 1,642,581.07
June 25, 2036
II-27-B
Variable(2)
$ 1,642,581.07
June 25, 2036
II-28-A
Variable(2)
$ 1,569,588.04
June 25, 2036
II-28-B
Variable(2)
$ 1,569,588.04
June 25, 2036
II-29-A
Variable(2)
$ 1,500,804.59
June 25, 2036
II-29-B
Variable(2)
$ 1,500,804.59
June 25, 2036
II-30-A
Variable(2)
$ 1,435,220.02
June 25, 2036
II-30-B
Variable(2)
$ 1,435,220.02
June 25, 2036
II-31-A
Variable(2)
$ 1,372,559.52
June 25, 2036
II-31-B
Variable(2)
$ 1,372,559.52
June 25, 2036
II-32-A
Variable(2)
$ 1,312,690.77
June 25, 2036
II-32-B
Variable(2)
$ 1,312,690.77
June 25, 2036
II-33-A
Variable(2)
$ 1,255,418.52
June 25, 2036
II-33-B
Variable(2)
$ 1,255,418.52
June 25, 2036
II-34-A
Variable(2)
$ 1,200,749.20
June 25, 2036
II-34-B
Variable(2)
$ 1,200,749.20
June 25, 2036
II-35-A
Variable(2)
$ 1,148,518.93
June 25, 2036
II-35-B
Variable(2)
$ 1,148,518.93
June 25, 2036
II-36-A
Variable(2)
$ 1,098,618.24
June 25, 2036
II-36-B
Variable(2)
$ 1,098,618.24
June 25, 2036
II-37-A
Variable(2)
$ 1,050,932.43
June 25, 2036
II-37-B
Variable(2)
$ 1,050,932.43
June 25, 2036
II-38-A
Variable(2)
$ 1,005,361.56
June 25, 2036
II-38-B
Variable(2)
$ 1,005,361.56
June 25, 2036
II-39-A
Variable(2)
$ 961,797.36
June 25, 2036
II-39-B
Variable(2)
$ 961,797.36
June 25, 2036
II-40-A
Variable(2)
$ 920,173.19
June 25, 2036
II-40-B
Variable(2)
$ 920,173.19
June 25, 2036
II-41-A
Variable(2)
$ 880,392.38
June 25, 2036
II-41-B
Variable(2)
$ 880,392.38
June 25, 2036
II-42-A
Variable(2)
$ 842,371.56
June 25, 2036
II-42-B
Variable(2)
$ 842,371.56
June 25, 2036
II-43-A
Variable(2)
$ 806,030.39
June 25, 2036
II-43-B
Variable(2)
$ 806,030.39
June 25, 2036
II-44-A
Variable(2)
$ 771,293.32
June 25, 2036
II-44-B
Variable(2)
$ 771,293.32
June 25, 2036
II-45-A
Variable(2)
$ 738,087.70
June 25, 2036
II-45-B
Variable(2)
$ 738,087.70
June 25, 2036
II-46-A
Variable(2)
$ 706,345.32
June 25, 2036
II-46-B
Variable(2)
$ 706,345.32
June 25, 2036
II-47-A
Variable(2)
$ 676,001.05
June 25, 2036
II-47-B
Variable(2)
$ 676,001.05
June 25, 2036
II-48-A
Variable(2)
$ 10,236,303.93
June 25, 2036
II-48-B
Variable(2)
$ 10,236,303.93
June 25, 2036
II-49-A
Variable(2)
$ 167,490.46
June 25, 2036
II-49-B
Variable(2)
$ 167,490.46
June 25, 2036
II-50-A
Variable(2)
$ 162,230.08
June 25, 2036
II-50-B
Variable(2)
$ 162,230.08
June 25, 2036
II-51-A
Variable(2)
$ 157,134.11
June 25, 2036
II-51-B
Variable(2)
$ 157,134.11
June 25, 2036
II-52-A
Variable(2)
$ 152,197.42
June 25, 2036
II-52-B
Variable(2)
$ 152,197.42
June 25, 2036
II-53-A
Variable(2)
$ 147,415.04
June 25, 2036
II-53-B
Variable(2)
$ 147,415.04
June 25, 2036
II-54-A
Variable(2)
$ 142,782.20
June 25, 2036
II-54-B
Variable(2)
$ 142,782.20
June 25, 2036
II-55-A
Variable(2)
$ 138,294.21
June 25, 2036
II-55-B
Variable(2)
$ 138,294.21
June 25, 2036
II-56-A
Variable(2)
$ 133,946.58
June 25, 2036
II-56-B
Variable(2)
$ 133,946.58
June 25, 2036
II-57-A
Variable(2)
$ 129,734.92
June 25, 2036
II-57-B
Variable(2)
$ 129,734.92
June 25, 2036
II-58-A
Variable(2)
$ 125,956.55
June 25, 2036
II-58-B
Variable(2)
$ 125,956.55
June 25, 2036
II-59-A
Variable(2)
$ 121,999.59
June 25, 2036
II-59-B
Variable(2)
$ 121,999.59
June 25, 2036
II-60-A
Variable(2)
$ 3,718,681.79
June 25, 2036
II-60-B
Variable(2)
$ 3,718,681.79
June 25, 2036
P
0.00%
$ 100.00
June 25, 2036
___________________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II Regular Interest.
(2)            Calculated in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate” herein.

 
REMIC III
 
As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class I-R-2 Certificates will be the sole class of Residual Interests in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC III Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC III Regular Interests (as defined herein). None of the REMIC III Regular Interests will be certificated.
 
Designation
Uncertificated REMIC III
Pass-Through Rate
Initial Uncertificated Principal Balance
Latest Possible
Maturity Date (1)
I-AA
Variable(2)
$ 324,329,158.32
July 25, 2036
I-A-1
Variable(2)
$ 1,548,370.00
July 25, 2036
I-A-2
Variable(2)
$ 823,590.00
July 25, 2036
I-A-3
Variable(2)
$ 120,080.00
July 25, 2036
I-M-1
Variable(2)
$ 185,330.00
July 25, 2036
I-M-2
Variable(2)
$ 130,730.00
July 25, 2036
I-M-3
Variable(2)
$ 76,120.00
July 25, 2036
I-M-4
Variable(2)
$ 64,530.00
July 25, 2036
I-M-5
Variable(2)
$ 62,880.00
July 25, 2036
I-M-6
Variable(2)
$ 49,640.00
July 25, 2036
I-M-7
Variable(2)
$ 43,020.00
July 25, 2036
I-M-8
Variable(2)
$ 24,820.00
July 25, 2036
I-M-9
Variable(2)
$ 43,020.00
July 25, 2036
I-M-10
Variable(2)
$ 49,640.00
July 25, 2036
I-M-11
Variable(2)
$ 38,060.00
July 25, 2036
I-ZZ
Variable(2)
$ 3,359,132.41
July 25, 2036
I-IO
(2)
                            (3)
July 25, 2036
I-P
0.00%
$ 100.00
July 25, 2036
II-AA
Variable(2)
$ 205,304,599.27
June 25, 2036
II-A-1
Variable(2)
$ 1,011,980.00
June 25, 2036
II-A-2
Variable(2)
$ 456,440.00
June 25, 2036
II-A-3
Variable(2)
$ 58,790.00
June 25, 2036
II-M-1
Variable(2)
$ 142,460.00
June 25, 2036
II-M-2
Variable(2)
$ 91,130.00
June 25, 2036
II-M-3
Variable(2)
$ 47,140.00
June 25, 2036
II-M-4
Variable(2)
$ 42,950.00
June 25, 2036
II-M-5
Variable(2)
$ 38,760.00
June 25, 2036
II-M-6
Variable(2)
$ 34,560.00
June 25, 2036
II-M-7
Variable(2)
$ 33,520.00
June 25, 2036
II-M-8
Variable(2)
$ 21,990.00
June 25, 2036
II-M-9
Variable(2)
$ 23,040.00
June 25, 2036
II-M-10
Variable(2)
$ 28,280.00
June 25, 2036
II-M-11
Variable(2)
$ 20,950.00
June 25, 2036
II-ZZ
Variable(2)
$ 2,137,899.78
June 25, 2036
II-IO
(2)
                           (3)
June 25, 2036
II-P
0.00%
$ 100.00
June 25, 2036
___________________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC III Group I Regular Interest (as defined herein), and the Distribution Date in the month following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC III Group II Regular Interest (as defined herein).
(2)
Calculated in accordance with the definition of “Uncertificated REMIC III Pass-Through Rate” herein.
(3)
REMIC III Regular Interest I-IO and REMIC III Regular Interest II-IO will not have Uncertificated Principal Balances but will accrue interest on their respective uncertificated notional amounts calculated in accordance with the related definition of “Uncertificated Notional Amount” herein.

 
REMIC IV
 
As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV”. The Class I-R-3 Certificates will represent the sole class of Residual Interests in REMIC IV for purposes of the REMIC Provisions.
 
The following table irrevocably sets forth the designation, Pass-Through Rate, Initial Certificate Principal Balance (or initial Uncertificated Principal Balance, in the case of the Class CE Interests, Class P Interests and Class IO Interests) and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of Certificates and interests that represents ownership of one or more of the Regular Interests in REMIC IV created hereunder.
 
Each Certificate, other than the Class P, Class CE and Class R Certificates, represents ownership of a Regular Interest in REMIC IV and also represents (i) the right to receive certain amounts specified herein in respect of related Basis Risk Shortfall Carry Forward Amounts (as defined herein) and (ii) the obligation to pay related Class IO Distribution Amounts (as defined herein). The entitlement to principal of the Regular Interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate. Each Class CE Certificate represents ownership of a Regular Interest in a REMIC and also represents (i) the obligation to pay certain amounts specified herein in respect of related Basis Risk Shortfall Carry Forward Amounts and (ii) the right to receive related Class IO Distribution Amounts.
 
Designation
Pass-Through Rate
Initial Certificate or Uncertificated
Principal Balance
Latest Possible
Maturity Date(1)
I-A-1(2)
Variable(3)
$154,837,000.00
July 25, 2036
I-A-2(2)
Variable(3)
$82,359,000.00
July 25, 2036
I-A-3(2)
Variable(3)
$12,008,000.00
July 25, 2036
I-M-1(2)
Variable(3)
$18,533,000.00
July 25, 2036
I-M-2(2)
Variable(3)
$13,073,000.00
July 25, 2036
I-M-3(2)
Variable(3)
$7,612,000.00
July 25, 2036
I-M-4(2)
Variable(3)
$6,453,000.00
July 25, 2036
I-M-5(2)
Variable(3)
$6,288,000.00
July 25, 2036
I-M-6(2)
Variable(3)
$4,964,000.00
July 25, 2036
I-M-7(2)
Variable(3)
$4,302,000.00
July 25, 2036
I-M-8(2)
Variable(3)
$2,482,000.00
July 25, 2036
I-M-9(2)
Variable(3)
$4,302,000.00
July 25, 2036
I-M-10(2)
Variable(3)
$4,964,000.00
July 25, 2036
I-M-11(2)
Variable(3)
$3,806,000.00
July 25, 2036
Class I-CE Interest
Variable(3)(4)
$ 4,965,120.73
July 25, 2036
Class I-P Interest
0.00%(5)
$ 100.00
July 25, 2036
Class I-IO Interest
(6)
                      (7)
July 25, 2036
II-A-1(2)
Variable(3)
$101,198,000.00
June 25, 2036
II-A-2(2)
Variable(3)
$45,644,000.00
June 25, 2036
II-A-3(2)
Variable(3)
$5,879,000.00
June 25, 2036
II-M-1(2)
Variable(3)
$14,246,000.00
June 25, 2036
II-M-2(2)
Variable(3)
$9,113,000.00
June 25, 2036
II-M-3(2)
Variable(3)
$4,714,000.00
June 25, 2036
II-M-4(2)
Variable(3)
$4,295,000.00
June 25, 2036
II-M-5(2)
Variable(3)
$3,876,000.00
June 25, 2036
II-M-6(2)
Variable(3)
$3,456,000.00
June 25, 2036
II-M-7(2)
Variable(3)
$3,352,000.00
June 25, 2036
II-M-8(2)
Variable(3)
$2,199,000.00
June 25, 2036
II-M-9(2)
Variable(3)
$2,304,000.00
June 25, 2036
II-M-10(2)
Variable(3)
$2,828,000.00
June 25, 2036
II-M-11(2)
Variable(3)
$2,095,000.00
June 25, 2036
Class II-CE Interest
Variable(3)(4)
$4,295,489.05
June 25, 2036
Class II-IO Interest
(6)
                      (7)
June 25, 2036
Class II-P Interest
0.00%(5)
$  100.00
June 25, 2036
___________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Regular Interest in REMIC IV the ownership of which is represented by the Class I-A Certificates and Class I-M Certificates, the Class I-CE Interest, the Class I-P Interest and the Class I-IO Interest, and the Distribution Date in the month following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Regular Interest in REMIC IV the ownership of which is represented by the Class II-A Certificates and Class II-M Certificates, the Class II-CE Interest, the Class II-P Interest and the Class II-IO Interest.
 
(2)
This Class of Certificates represents ownership of a Regular Interest in REMIC IV. Any amount distributed on this Class of Certificates on any Distribution Date in excess of the amount distributable on the related Regular Interest in REMIC IV on such Distribution Date shall be treated for federal income tax purposes as having been paid from the related Reserve Fund or the related Supplemental Interest Trust, as applicable, and any amount distributable on the related Regular Interest in REMIC IV on such Distribution Date in excess of the amount distributable on such Class of Certificates on such Distribution Date shall be treated for such purposes as having been distributed to the Holders of such Certificates and then paid by such Holders to the related Supplemental Interest Trust, all pursuant to and as further provided in Section 3.21 or Section 3.22, as applicable, hereof.
 
(3)
Calculated in accordance with the definition of “Pass-Through Rate” herein. Each Regular Interest in REMIC IV which corresponds to a Class A Certificate or Class M Certificate will have the same Pass-Through Rate as such Certificate, except with respect to the related Net Rate Cap. The Net Rate Cap for each such Regular Interest in REMIC IV and Certificate is specified in the related definition of “Net Rate Cap.”
 
(4)
The Class I-CE Interest and Class II-CE Interest will accrue interest at their variable Pass-Through Rates on their Uncertificated Notional Amounts outstanding from time to time, which shall equal the aggregate Uncertificated Principal Balance of the REMIC III Group I Regular Interests (other than REMIC III Regular Interest I-P) or the REMIC III Group II Regular Interests (other than REMIC III Regular Interest II-P), respectively. The Class CE Interests will not accrue interest on their Uncertificated Principal Balances.
 
(5)
The Class P Interests are not entitled to distributions in respect of interest.
 
(6)
For federal income tax purposes, the Class I-IO Interest and Class II-IO Interest will not have Pass-Through Rates, but will be entitled to 100% of the amounts distributed on REMIC III Regular Interest I-IO and REMIC III Regular Interest II-IO, respectively.
 
(7)
For federal income tax purposes, the Class I-IO Interest and Class II-IO Interest will not have Uncertificated Principal Balances, but will have notional amounts equal to the Uncertificated Notional Amounts of REMIC III Regular Interest I-IO and REMIC III Regular Interest II-IO, respectively.
 
 
REMIC V
 
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class I-CE Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC V”. The Class I-R-5 Interest represents the sole class of Residual Interests in REMIC V for purposes of the REMIC Provisions.
 
The following table sets forth the Class designation, Pass-Through Rate, Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates that represents a Regular Interest in REMIC V created hereunder:
 
Class Designation
Pass-Through Rate
Initial Certificate Principal Balance
Latest Possible
Maturity Date(1)
I-CE
(2)
$4,965,120.73
July 25, 2036
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class I-CE Certificates.
(2)
The Class I-CE Certificates will receive 100% of the amounts received in respect of the Class I-CE Interest.
 
REMIC VI
 
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class I-P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC VI”. The Class I-R-6 Interest represents the sole class of Residual Interests in REMIC VI for purposes of the REMIC Provisions.
 
The following table sets forth the Class designation, Pass-Through Rate, Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates that represents a Regular Interest in REMIC VI created hereunder:
 
Class Designation
Pass-Through Rate
Initial
Certificate Principal Balance
Latest Possible
Maturity Date(1)
I-P
0.00%(2)
$100.00
July 25, 2036
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class I-P Certificates.
(2)
The Class I-P Certificates will receive 100% of the amounts received in respect of the Class I-P Interest.
 
REMIC VII
 
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class I-IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC VII”. The Class I-R-7 Interest represents the sole class of Residual Interests in REMIC VII for purposes of the REMIC Provisions.
 
The following table sets forth the designation, Pass-Through Rate, initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated class of interests that represents a Regular Interest in REMIC VII created hereunder:
 
Designation
Pass-Through Rate
Initial Uncertificated Principal Balance
Latest Possible
Maturity Date(1)
IO(2)
(3)
(4)
July 25, 2036
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for REMIC VII Regular Interest IO.
(2)
REMIC VII Regular Interest IO will be held as an asset of the Group I Supplemental Interest Trust.
(3)
REMIC VII Regular Interest IO will not have a Pass-Through Rate, but will receive 100% of the amounts received in respect of the Class I-IO Interest.
(4)
REMIC VII Regular Interest IO will not have an Uncertificated Principal Balance, but will have a notional amount equal to the Uncertificated Notional Amount of the Class I-IO Interest.
 
REMIC VIII
 
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class II-CE Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC VIII”. The Class II-R-8 Interest represents the sole class of Residual Interests in REMIC VIII for purposes of the REMIC Provisions.
 
The following table sets forth the Class designation, Pass-Through Rate, Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates that represents a Regular Interest in REMIC VIII created hereunder:
 
Class Designation
Pass-Through Rate
Initial Certificate Principal Balance
Latest Possible
Maturity Date(1)
II-CE
(2)
$4,295,489.05
June 25, 2036
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class II-CE Certificates.
(2)
The Class II-CE Certificates will receive 100% of the amounts received in respect of the Class II-CE Interest.
 
REMIC IX
 
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class II-P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IX”. The Class II-R-9 Interest represents the sole class of Residual Interests in REMIC IX for purposes of the REMIC Provisions.
 
The following table sets forth the Class designation, Pass-Through Rate, Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates that represents a Regular Interest in REMIC IX created hereunder:
 
Class Designation
Pass-Through Rate
Initial
Certificate Principal Balance
Latest Possible
Maturity Date(1)
II-P
0.00%(2)
$100.00
June 25, 2036
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class II-P Certificates.
(2)
The Class II-P Certificates will receive 100% of the amounts received in respect of the Class II-P Interest.
 
REMIC X
 
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class II-IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC X”. The Class II-R-10 Interest represents the sole class of Residual Interests in REMIC X for purposes of the REMIC Provisions.
 
The following table sets forth the designation, Pass-Through Rate, initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated class of interests that represents a Regular Interest in REMIC X created hereunder:

Designation
Pass-Through Rate
Initial Uncertificated Principal Balance
Latest Possible
Maturity Date(1)
IO(2)
(3)
(4)
June 25, 2036
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for REMIC X Regular Interest IO.
(2)
REMIC X Regular Interest IO will be held as an asset of the Group II Supplemental Interest Trust.
(3)
REMIC X Regular Interest IO will not have a Pass-Through Rate, but will receive 100% of the amounts received in respect of the Class II-IO Interest.
(4)
REMIC X Regular Interest IO will not have an Uncertificated Principal Balance, but will have a notional amount equal to the Uncertificated Notional Amount of the Class II-IO Interest.
 
The Trust Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed Securities I Trust 2006-HE6.” The Certificates issued hereunder may be referred to as “Asset-Backed Certificates, Series 2006-HE6” (including for purposes of any endorsement or assignment of a Mortgage Note or Mortgage).
 
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Seller and the Trustee agree as follows:
 
 
ARTICLE I

DEFINITIONS
 
Section 1.01  Defined Terms. 
 
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly provided or unless the context otherwise requires, shall have the meanings specified in this Article:
 
10-K Filing Deadline: As defined in Section 3.16(iii).
 
Accepted Servicing Practices: With respect to each Mortgage Loan, those mortgage servicing practices and procedures, including prudent collection and loan administration procedures, and the standard of care (i) employed by prudent mortgage servicers which service mortgage loans of the same type as the Mortgage Loans in the jurisdictions in which the related Mortgage Properties are located or (ii) in accordance with the Fannie Mae Guide or Freddie Mac Guide, subject to any variances negotiated with Fannie Mae or Freddie Mac and subject to the express provisions of this Agreement. Such standard of care shall not be lower than that the Master Servicer customarily employs and exercises in servicing and administering similar mortgage loans for its own account and shall be in full compliance with all federal, state, and local laws, ordinances, rules and regulations.
 
Account: The Distribution Account, the Reserve Funds, the Group I Swap Account, the Group II Swap Account, the Class I-P Certificate Account, the Class II-P Certificate Account and the Protected Account.
 
Accrual Period: With respect to the Certificates (other than the Class CE, Class P and the Residual Certificates) and any Distribution Date, the period from and including the immediately preceding Distribution Date (or with respect to the first Accrual Period, the Closing Date) to and including the day prior to such Distribution Date. With respect to the Class CE Certificates and the Class CE Interests and any Distribution Date, the calendar month immediately preceding such Distribution Date. All calculations of interest on the Certificates (other than the Class CE, Class P and the Residual Certificates) will be made on the basis of the actual number of days elapsed in the related Accrual Period. All calculations of interest on the Class CE Interests and the Class CE Certificates will be made on the basis of a 360-day year consisting of twelve 30-day months.
 
Additional Disclosure: As defined in Section 3.16(a)(v).
 
Additional Disclosure Notification: The form of notice set forth in Exhibit R.
 
Additional Form 10-D Disclosure: As defined in Section 3.16(a)(ii).
 
Additional Form 10-K Disclosure: As defined in Section 3.16(a)(iv).
 
Advance: An advance of delinquent payments of principal or interest in respect of a Mortgage Loan required to be made by the Master Servicer as provided in Section 5.01 hereof.
 
Affected Party: An “Affected Party” as defined in the related Swap Agreement.
 
Agreement: This Pooling and Servicing Agreement and any and all amendments or supplements hereto made in accordance with the terms herein.
 
Adjustable Rate Mortgage Loan: Each of the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage Rate that is subject to adjustment.
 
Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.
 
Amount Held for Future Distribution: As to any Distribution Date, the aggregate amount held in the Protected Account at the close of business on the immediately preceding Determination Date on account of (i) all Scheduled Payments or portions thereof received in respect of the Mortgage Loans due after the related Due Period and (ii) Principal Prepayments, Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received in respect of such Mortgage Loans after the last day of the related Prepayment Period.
 
Annual Statement of Compliance: As defined in Section 3.13.
 
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Class A Certificates and Class M Certificates, the sum of the Realized Losses with respect to the Mortgage Loans which have been applied in reduction of the Certificate Principal Balance of a Class of Certificates pursuant to Section 5.05 of this Agreement which have not previously been reimbursed or reduced by any Subsequent Recoveries applied to such Applied Realized Loss Amount.
 
Appraised Value: With respect to any Mortgage Loan originated in connection with a refinancing, the appraised value of the Mortgaged Property based upon the appraisal made at the time of such refinancing or, with respect to any other Mortgage Loan, the lesser of (x) the appraised value of the Mortgaged Property based upon the appraisal made by a fee appraiser at the time of the origination of the related Mortgage Loan, and (y) the sales price of the Mortgaged Property at the time of such origination.
 
Assessment of Compliance: As defined in Section 3.14.
 
Attesting Party: As defined in Section 3.14.
 
Attestation Report: As defined in Section 3.14.
 
Back-Up Certification: As defined in Section 3.16(a)(iv).
 
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and any Class of Class A Certificates and Class M Certificates, an amount equal to the sum of (A) if the Pass-Through Rate for such Class for such Distribution Date is limited to the related Net Rate Cap, the excess, if any, of (a) the amount of Current Interest that such Class would have been entitled to receive on such Distribution Date had the Pass-Though Rate applicable to such Class been calculated at a per annum rate equal to the related One-Month LIBOR Pass-Through Rate, over (b) the amount of Current Interest that such Class received on such Distribution Date if the Pass-Through Rate is limited to the related Net Rate Cap and (B) the Basis Risk Shortfall Carry Forward Amount for the previous Distribution Date not previously paid, together with interest thereon at a rate equal to the related Pass-Through Rate the current Distribution Date.
 
Bankruptcy Code: Title 11 of the United States Code.
 
Book-Entry Certificates: Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a person maintaining an account with the Depository (directly, as a “Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 6.06). As of the Closing Date, each Class of Regular Certificates (other than the Class CE Certificates and Class P Certificates) constitutes a Class of Book-Entry Certificates.
 
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The City of New York, New York, Chicago, Illinois, Minneapolis, Minnesota or the city in which the Corporate Trust Office of the Trustee or the principal office of the Master Servicer is located as authorized or obligated by law or executive order to be closed.
 
Certificate: Any one of the certificates of any Class executed and authenticated by the Trustee in substantially the forms attached hereto as Exhibits A-1 through A-5.
 
Certificate Margin: With respect to the Class I-A-1 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-1, 0.030% per annum.
 
With respect to the Class I-A-2 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-2, 0.150% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 0.300% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-A-3 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-3, 0.240% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 0.480% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-1 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-1, 0.270% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 0.405% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-2 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-2, 0.290% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 0.435% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-3 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-3, 0.320% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 0.480% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-4 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-4, 0.350% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 0.525% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-5 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-5, 0.390% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 0.585% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-6 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-6, 0.460% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 0.690% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-7 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-7, 0.850% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 1.275% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-8 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-8, 1.150% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 1.725% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-9 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-9, 2.050% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 3.075% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-10 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-10, 2.500% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 3.750% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class I-M-11 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-11, 2.500% per annum in the case of each Distribution Date through and including the first possible Group I Optional Termination Date and 3.750% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-A-1 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-1, 0.030% per annum.
 
With respect to the Class II-A-2 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-2, 0.150% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 0.300% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-A-3 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-3, 0.240% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 0.480% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-1 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-1, 0.300% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 0.450% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-2 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-2, 0.320% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 0.480% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-3 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-3, 0.350% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 0.525% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-4 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-4, 0.370% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 0.555% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-5 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-5, 0.410% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 0.615% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-6 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-6, 0.480% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 0.720% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-7 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-7, 0.900% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 1.350% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-8 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-8, 1.150% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 1.725% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-9 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-9, 2.050% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 3.075% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-10 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-10, 2.250% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 3.375% per annum in the case of each Distribution Date thereafter.
 
With respect to the Class II-M-11 Certificates and, for purposes of the definition of “One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-11, 2.250% per annum in the case of each Distribution Date through and including the first possible Group II Optional Termination Date and 3.375% per annum in the case of each Distribution Date thereafter.
 
Certificate Notional Amount: With respect to the Class I-CE Certificates and any Distribution Date, an amount equal to the Stated Principal Balance of the Group I Mortgage Loans as of the beginning of the related Due Period. The initial Certificate Notional Amount of the Class I-CE Certificates shall be $330,948,120.73. For federal income tax purposes, the Certificate Notional Amount for the Class I-CE Certificates for any Distribution Date shall be an amount equal to the Uncertificated Notional Amount for the Class I-CE Interest for such Distribution Date. With respect to the Class II-CE Certificates and any Distribution Date, an amount equal to the Stated Principal Balance of the Group II Mortgage Loans as of the beginning of the related Due Period. The initial Certificate Notional Amount of the Class II-CE Certificates shall be $209,494,489.05. For federal income tax purposes, the Certificate Notional Amount for the Class II-CE Certificates for any Distribution Date shall be an amount equal to the Uncertificated Notional Amount for the Class II-CE Interest for such Distribution Date.
 
Certificate Owner: With respect to a Book-Entry Certificate, the Person that is the beneficial owner of such Book-Entry Certificate.
 
Certificate Principal Balance: As to any Certificate (other than any Class CE Certificates and any Class R Certificates) and as of any Distribution Date, the Initial Certificate Principal Balance of such Certificate plus, in the case of a Class I-A Certificate and Class I-M Certificate, any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 5.04(a) and in the case of a Class II-A Certificate and Class II-M Certificate, any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 5.04(b), less the sum of (i) all amounts distributed with respect to such Certificate in reduction of the Certificate Principal Balance thereof on previous Distribution Dates pursuant to Section 5.04, and (ii) any Applied Realized Loss Amounts allocated to such Certificate on previous Distribution Dates. As to the Class I-CE Certificates and as of any Distribution Date, an amount equal to the Uncertificated Principal Balance of the Class I-CE Interest. As to the Class II-CE Certificates and as of any Distribution Date, an amount equal to the Uncertificated Principal Balance of the Class II-CE Interest.
 
Certificate Register: The register maintained pursuant to Section 6.02 hereof.
 
Certificateholder or Holder: The person in whose name a Certificate is registered in the Certificate Register (initially, Cede & Co., as nominee for the Depository, in the case of any Book-Entry Certificates).
 
Certification Parties: As defined in Section 3.16(a)(iv).
 
Certifying Person: As defined in Section 3.16(a)(iv).
 
Class: All Certificates bearing the same Class designation as set forth in Section 6.01 hereof.
 
Class A Certificates: Any of the Class I-A-1, Class I-A-2, and Class I-A-3, Class II-A-1, Class II-A-2, and Class II-A-3 Certificates.
 
Class CE Certificates: Any of the Class I-CE Certificates and Class II-CE Certificates.
 
Class CE Interest: Any of the Class I-CE Interest and Class II-CE Interest.
 
Class IO Interest: Any of the Class I-IO Interest and Class II-IO Interest.
 
Class M Certificates: Any of the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10, Class I-M-11, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class II-M-11 Certificates.
 
Class P Certificates: Any of the Class I-P Certificates and Class II-P Certificates.
 
Class P Interest: Any of the Class I-P Interest and Class II-P Interest.
 
Class R Certificate: Any of the Class I-R-1, Class I-R-2, Class I-R-3, Class I-RX, Class II-R-1 and Class II-RX Certificates.
 
Class I-A Certificates: Any of the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
 
Class I-A Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the Principal Distribution Amount for such Distribution Date and (y) the excess, if any, of (i) the aggregate Certificate Principal Balance of the Class I-A Certificates immediately prior to such Distribution Date, over (ii) the lesser of (a) the product of (1) 50.60% and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (b) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-A-1 Certificate: Any Certificate designated as a “Class I-A-1 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class I-A-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-A-2 Certificate: Any Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class I-A-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-A-3 Certificate: Any Certificate designated as a “Class I-A-3 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class I-A-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-CE Certificate: Any Certificate designated as a “Class I-CE Certificate” on the face thereof, in the form of Exhibit A-4 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-CE Certificates herein and evidencing (i) a Regular Interest in REMIC V, (ii) the obligation to pay related Basis Risk Shortfall Carry Forward Amounts and (iii) the right to receive related Class IO Distribution Amounts.
 
Class I-CE Distribution Amount: With respect to any Distribution Date, the sum of (i) the Current Interest for the Class I-CE Interest for such Distribution Date, (ii) any Group I Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries related to Loan Group I not distributed to the Class I-A Certificates and Class I-M Certificates on such Distribution Date; provided, however that on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Class I-A Certificates and Class I-M Certificates have been reduced to zero, the Class I-CE Distribution Amount shall include the Group I Overcollateralization Amount.
 
Class I-CE Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class I-CE Certificates, evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.
 
Class I-IO Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the holders of REMIC VII Regular Interest IO, evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.
 
Class I-M Certificates: Any of the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10 and Class I-M-11 Certificates.
 
Class I-M-1 Certificate: Any Certificate designated as a “Class I-M-1 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date) and (2) the Certificate Principal Balance of the Class I-M-1 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 61.80% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-2 Certificate: Any Certificate designated as a “Class I-M-2 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount and the Class I-M-1 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date) and (3) the Certificate Principal Balance of the Class I-M-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 69.70% and (y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-3 Certificate: Any Certificate designated as a “Class I-M-3 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount and the Class I-M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date) and (4) the Certificate Principal Balance of the Class I-M-3 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 74.30% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-4 Certificate: Any Certificate designated as a “Class I-M-4 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-4 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class I-M-2 Principal Distribution Amount and the Class I-M-3 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3 Certificates (after taking into account the distribution of the Class I-M-3 Principal Distribution Amount on such Distribution Date) and (5) the Certificate Principal Balance of the Class I-M-4 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 78.20% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-5 Certificate: Any Certificate designated as a “Class I-M-5 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-5 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-5 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution Amount and the Class I-M-4 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3 Certificates (after taking into account the distribution of the Class I-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4 Certificates (after taking into account the distribution of the Class I-M-4 Principal Distribution Amount on such Distribution Date) and (6) the Certificate Principal Balance of the Class I-M-5 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 82.00% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-6 Certificate: Any Certificate designated as a “Class I-M-6 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-6 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-6 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution Amount and the Class I-M-5 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3 Certificates (after taking into account the distribution of the Class I-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4 Certificates (after taking into account the distribution of the Class I-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5 Certificates (after taking into account the distribution of the Class I-M-5 Principal Distribution Amount on such Distribution Date) and (7) the Certificate Principal Balance of the Class I-M-6 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 85.00% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-7 Certificate: Any Certificate designated as a “Class I-M-7 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-7 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-7 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class I-M-5 Principal Distribution Amount and the Class I-M-6 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3 Certificates (after taking into account the distribution of the Class I-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4 Certificates (after taking into account the distribution of the Class I-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5 Certificates (after taking into account the distribution of the Class I-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class I-M-6 Certificates (after taking into account the distribution of the Class I-M-6 Principal Distribution Amount on such Distribution Date) and (8) the Certificate Principal Balance of the Class I-M-7 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 87.60% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-8 Certificate: Any Certificate designated as a “Class I-M-8 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-8 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-8 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution Amount and the Class I-M-7 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3 Certificates (after taking into account the distribution of the Class I-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4 Certificates (after taking into account the distribution of the Class I-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5 Certificates (after taking into account the distribution of the Class I-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class I-M-6 Certificates (after taking into account the distribution of the Class I-M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class I-M-7 Certificates (after taking into account the distribution of the Class I-M-7 Principal Distribution Amount on such Distribution Date) and (9) the Certificate Principal Balance of the Class I-M-8 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 89.10% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-9 Certificate: Any Certificate designated as a “Class I-M-9 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-9 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-9 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution Amount, the Class I-M-7 Principal Distribution Amount and the Class I-M-8 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3 Certificates (after taking into account the distribution of the Class I-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4 Certificates (after taking into account the distribution of the Class I-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5 Certificates (after taking into account the distribution of the Class I-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class I-M-6 Certificates (after taking into account the distribution of the Class I-M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class I-M-7 Certificates (after taking into account the distribution of the Class I-M-7 Principal Distribution Amount on such Distribution Date), (9) the Certificate Principal Balance of the Class I-M-8 Certificates (after taking into account the distribution of the Class I-M-8 Principal Distribution Amount on such Distribution Date) and (10) the Certificate Principal Balance of the Class I-M-9 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 91.70% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-10 Certificate: Any Certificate designated as a “Class I-M-10 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-10 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-10 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution Amount, the Class I-M-7 Principal Distribution Amount, the Class I-M-8 Principal Distribution Amount and the Class I-M-9 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3 Certificates (after taking into account the distribution of the Class I-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4 Certificates (after taking into account the distribution of the Class I-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5 Certificates (after taking into account the distribution of the Class I-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class I-M-6 Certificates (after taking into account the distribution of the Class I-M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class I-M-7 Certificates (after taking into account the distribution of the Class I-M-7 Principal Distribution Amount on such Distribution Date), (9) the Certificate Principal Balance of the Class I-M-8 (after taking into account the distribution of the Class I-M-8 Principal Distribution Amount on such Distribution Date), (10) the Certificate Principal Balance of the Class I-M-9 Certificates (after taking into account the distribution of the Class I-M-9 Principal Distribution Amount on such Distribution Date) and (11) the Certificate Principal Balance of the Class I-M-10 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 94.70% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-M-11 Certificate: Any Certificate designated as a “Class I-M-11 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-11 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class I-M-11 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution Amount, the Class I-M-7 Principal Distribution Amount, the Class I-M-8 Principal Distribution Amount, the Class I-M-9 Principal Distribution Amount and the Class I-M-10 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates (after taking into account the distribution of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the distribution of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the distribution of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3 Certificates (after taking into account the distribution of the Class I-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4 Certificates (after taking into account the distribution of the Class I-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5 Certificates (after taking into account the distribution of the Class I-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class I-M-6 Certificates (after taking into account the distribution of the Class I-M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class I-M-7 Certificates (after taking into account the distribution of the Class I-M-7 Principal Distribution Amount on such Distribution Date), (9) the Certificate Principal Balance of the Class I-M-8 Certificates (after taking into account the distribution of the Class I-M-8 Principal Distribution Amount on such Distribution Date), (10) the Certificate Principal Balance of the Class I-M-9 Certificates (after taking into account the distribution of the Class I-M-9 Principal Distribution Amount on such Distribution Date), (11) the Certificate Principal Balance of the Class I-M-10 Certificates (after taking into account the distribution of the Class I-M-10 Principal Distribution Amount on such Distribution Date) and (12) the Certificate Principal Balance of the Class I-M-11 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 97.00% and (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,654,741.
 
Class I-P Certificate: Any Certificate designated as a “Class I-P Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-P Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC VI and (ii) the right to receive any Prepayment Charge Waiver Amounts with respect to Loan Group I.
 
Class I-P Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class I-P Certificates, evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.
 
Class I-P Certificate Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 4.06 in the name of the Trustee for the benefit of the Class I-P Certificateholders.
 
Class I-R Certificate: Any of the Class I-R-1, Class I-R-2, Class I-R-3 and Class I-RX Certificates.
 
Class I-R-1 Certificate: Any Certificate designated a “Class I-R-1 Certificate” on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC I and representing the right to the Percentage Interest of distributions provided for the Class I-R-1 Certificates as set forth herein.
 
Class I-R-2 Certificate: Any Certificate designated a “Class I-R-2 Certificate” on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC III and representing the right to the Percentage Interest of distributions provided for the Class I-R-2 Certificates as set forth herein.
 
Class I-R-3 Certificate: Any Certificate designated a “Class I-R-3 Certificate” on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC IV and representing the right to the Percentage Interest of distributions provided for the Class I-R-3 Certificates as set forth herein.
 
Class I-RX Certificate: Any Certificate designated a “Class I-RX Certificate” on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the ownership of the Class I-R-5 Interest, Class I-R-6 Interest and Class I-R-7 Interest and representing the right to the Percentage Interest of distributions provided for the Class I-RX Certificates as set forth herein.
 
Class I-R-5 Interest: The uncertificated Residual Interest in REMIC V.
 
Class I-R-6 Interest: The uncertificated Residual Interest in REMIC VI.
 
Class I-R-7 Interest: The uncertificated Residual Interest in REMIC VII.
 
Class II-A Certificates: Any of the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates.
 
Class II-A Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the Principal Distribution Amount for such Distribution Date and (y) the excess, if any, of (i) the aggregate Certificate Principal Balance of the Class II-A Certificates immediately prior to such Distribution Date, over (ii) the lesser of (a) the product of (1) 45.80% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (b) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-A-1 Certificate: Any Certificate designated as a “Class II-A-1 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class II-A-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-A-2 Certificate: Any Certificate designated as a “Class II-A-2 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class II-A-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-A-3 Certificate: Any Certificate designated as a “Class II-A-3 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class II-A-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts
 
Class II-CE Certificate: Any Certificate designated as a “Class II-CE Certificate” on the face thereof, in the form of Exhibit A-4 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-CE Certificates herein and evidencing (i) a Regular Interest in REMIC VIII, (ii) the obligation to pay related Basis Risk Shortfall Carry Forward Amounts and (iii) the right to receive related Class IO Distribution Amounts.
 
Class II-CE Distribution Amount: With respect to any Distribution Date, the sum of (i) the Current Interest for the Class II-CE Interest for such Distribution Date, (ii) any Group II Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries related to Loan Group II not distributed to the Class II-A Certificates and Class II-M Certificates on such Distribution Date; provided, however, on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Class II-A Certificates and Class II-M Certificates have been reduced to zero, the Class II-CE Distribution Amount shall include the Group II Overcollateralization Amount.
 
Class II-CE Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class II-CE Certificates, evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.
 
Class II-IO Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the holders of REMIC X Regular Interest IO, evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.
 
Class II-M Certificates: Any of the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class II-M-11 Certificates.
 
Class II-M-1 Certificate: Any Certificate designated as a “Class II-M-1 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date) and (2) the Certificate Principal Balance of the Class II-M-1 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 59.40% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-2 Certificate: Any Certificate designated as a “Class II-M-2 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount and the Class II-M-1 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date) and (3) the Certificate Principal Balance of the Class II-M-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 68.10% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-3 Certificate: Any Certificate designated as a “Class II-M-3 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount and the Class II-M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date) and (4) the Certificate Principal Balance of the Class II-M-3 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 72.60% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-4 Certificate: Any Certificate designated as a “Class II-M-4 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-4 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount, the Class II-M-2 Principal Distribution Amount and the Class II-M-3 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3 Certificates (after taking into account the distribution of the Class II-M-3 Principal Distribution Amount on such Distribution Date) and (5) the Certificate Principal Balance of the Class II-M-4 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 76.70% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-5 Certificate: Any Certificate designated as a “Class II-M-5 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-5 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-5 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3 Principal Distribution Amount and the Class II-M-4 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3 Certificates (after taking into account the distribution of the Class II-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4 Certificates (after taking into account the distribution of the Class II-M-4 Principal Distribution Amount on such Distribution Date) and (6) the Certificate Principal Balance of the Class II-M-5 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 80.40% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-6 Certificate: Any Certificate designated as a “Class II-M-6 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-6 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-6 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount and the Class II-M-5 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3 Certificates (after taking into account the distribution of the Class II-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4 Certificates (after taking into account the distribution of the Class II-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5 Certificates (after taking into account the distribution of the Class II-M-5 Principal Distribution Amount on such Distribution Date) and (7) the Certificate Principal Balance of the Class II-M-6 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 83.70% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-7 Certificate: Any Certificate designated as a “Class II-M-7 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-7 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-7 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount, the Class II-M-5 Principal Distribution Amount and the Class II-M-6 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3 Certificates (after taking into account the distribution of the Class II-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4 Certificates (after taking into account the distribution of the Class II-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5 Certificates (after taking into account the distribution of the Class II-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6 Certificates (after taking into account the distribution of the Class II-M-6 Principal Distribution Amount on such Distribution Date) and (8) the Certificate Principal Balance of the Class II-M-7 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 86.90% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-8 Certificate: Any Certificate designated as a “Class II-M-8 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-8 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-8 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount, the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal Distribution Amount and the Class II-M-7 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3 Certificates (after taking into account the distribution of the Class II-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4 Certificates (after taking into account the distribution of the Class II-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5 Certificates (after taking into account the distribution of the Class II-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6 Certificates (after taking into account the distribution of the Class II-M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7 Certificates (after taking into account the distribution of the Class II-M-7 Principal Distribution Amount on such Distribution Date) and (9) the Certificate Principal Balance of the Class II-M-8 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 89.00% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-9 Certificate: Any Certificate designated as a “Class II-M-9 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-9 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-9 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount, the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal Distribution Amount, the Class II-M-7 Principal Distribution Amount and the Class II-M-8 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3 Certificates (after taking into account the distribution of the Class II-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4 Certificates (after taking into account the distribution of the Class II-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5 Certificates (after taking into account the distribution of the Class II-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6 Certificates (after taking into account the distribution of the Class II-M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7 Certificates (after taking into account the distribution of the Class II-M-7 Principal Distribution Amount on such Distribution Date), (9) the Certificate Principal Balance of the Class II-M-8 Certificates (after taking into account the distribution of the Class II-M-8 Principal Distribution Amount on such Distribution Date) and (10) the Certificate Principal Balance of the Class II-M-9 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 91.20% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-10 Certificate: Any Certificate designated as a “Class II-M-10 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-10 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-10 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount, the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal Distribution Amount, the Class II-M-7 Principal Distribution Amount, the Class II-M-8 Principal Distribution Amount and the Class II-M-9 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3 Certificates (after taking into account the distribution of the Class II-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4 Certificates (after taking into account the distribution of the Class II-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5 Certificates (after taking into account the distribution of the Class II-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6 Certificates (after taking into account the distribution of the Class II-M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7 Certificates (after taking into account the distribution of the Class II-M-7 Principal Distribution Amount on such Distribution Date), (9) the Certificate Principal Balance of the Class II-M-8 (after taking into account the distribution of the Class II-M-8 Principal Distribution Amount on such Distribution Date), (10) the Certificate Principal Balance of the Class II-M-9 Certificates (after taking into account the distribution of the Class II-M-9 Principal Distribution Amount on such Distribution Date) and (11) the Certificate Principal Balance of the Class II-M-10 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 93.90% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-M-11 Certificate: Any Certificate designated as a “Class II-M-11 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-M-11 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay related Class IO Distribution Amounts.
 
Class II-M-11 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount, the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal Distribution Amount, the Class II-M-7 Principal Distribution Amount, the Class II-M-8 Principal Distribution Amount, the Class II-M-9 Principal Distribution Amount and the Class II-M-10 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class II-A Certificates (after taking into account the distribution of the Class II-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1 Certificates (after taking into account the distribution of the Class II-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2 Certificates (after taking into account the distribution of the Class II-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3 Certificates (after taking into account the distribution of the Class II-M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4 Certificates (after taking into account the distribution of the Class II-M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5 Certificates (after taking into account the distribution of the Class II-M-5 Principal Distribution Amount on such Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6 Certificates (after taking into account the distribution of the Class II-M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7 Certificates (after taking into account the distribution of the Class II-M-7 Principal Distribution Amount on such Distribution Date), (9) the Certificate Principal Balance of the Class II-M-8 Certificates (after taking into account the distribution of the Class II-M-8 Principal Distribution Amount on such Distribution Date), (10) the Certificate Principal Balance of the Class II-M-9 Certificates (after taking into account the distribution of the Class II-M-9 Principal Distribution Amount on such Distribution Date), (11) the Certificate Principal Balance of the Class II-M-10 Certificates (after taking into account the distribution of the Class II-M-10 Principal Distribution Amount on such Distribution Date) and (12) the Certificate Principal Balance of the Class II-M-11 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 95.90% and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,047,472.
 
Class II-P Certificate: Any Certificate designated as a “Class II-P Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class II-P Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC IX and (ii) the right to receive any Prepayment Charge Waiver Amounts with respect to Loan Group II.
 
Class II-P Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class II-P Certificates, evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.
 
Class II-P Certificate Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 4.06 in the name of the Trustee for the benefit of the Class II-P Certificateholders.
 
Class II-R Certificate: Any of the Class II-R-1 Certificates and Class II-RX Certificates.
 
Class II-R-1 Certificate: Any Certificate designated a “Class II-R-1 Certificate” on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC II and representing the right to the Percentage Interest of distributions provided for the Class II-R-1 Certificates as set forth herein.
 
Class II-RX Certificate: Any Certificate designated a “Class II-RX Certificate” on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the ownership of the Class II-R-8 Interest, Class II-R-9 Interest and Class II-R-10 Interest and representing the right to the Percentage Interest of distributions provided for the Class II-RX Certificates as set forth herein.
 
Class II-R-8 Interest: The uncertificated Residual Interest in REMIC VIII.
 
Class II-R-9 Interest: The uncertificated Residual Interest in REMIC IX.
 
Class II-R-10 Interest: The uncertificated Residual Interest in REMIC X.
 
Class IO Distribution Amount: Any of the Group I Class IO Distribution Amount or the Group II Class IO Distribution Amount.
 
Closing Date: June 30, 2006.
 
Code: The Internal Revenue Code of 1986, including any successor or amendatory provisions.
 
Commission: The U.S. Securities and Exchange Commission.
 
Compensating Interest: An amount, not to exceed the Servicing Fee, to be deposited in the Protected Account by the Master Servicer to the payment of a Prepayment Interest Shortfall on a Mortgage Loan subject to this Agreement.
 
Corporate Trust Office: The designated office of the Trustee where at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois, 60603 Attention: Global Securities and Trust Services Group - Bear Stearns Asset Backed Securities I LLC, Series 2006-HE6, or at such other address as the Trustee may designate from time to time.
 
Corresponding Certificate: With respect to each REMIC III Regular Interest (other than REMIC III Regular Interests I-AA, I-ZZ, I-IO, I-P, II-AA, II-ZZ, II-IO and II-P), the Certificate with the corresponding designation. With respect to each REMIC IV Regular Interest (other than the Class CE Interests, the Class P Interests and the Class IO Interests), the related Certificate representing ownership thereof. .
 
Current Interest: As of any Distribution Date, with respect to the Certificates and interests of each class (other than the Class P Certificates, Class P Interests, the Residual Interests and the Residual Certificates), (i) the interest accrued on the related Certificate Principal Balance or Certificate Notional Amount or Uncertificated Notional Amount, as applicable, during the related Accrual Period at the applicable Pass-Through Rate, plus any amount previously distributed with respect to interest for such Certificate or interest that has been recovered as a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by Compensating Interest and (b) any Relief Act Interest Shortfalls during the related Due Period, provided, however, that for purposes of calculating Current Interest for any such class, amounts specified in clause (ii) hereof for any such Distribution Date shall be allocated first to the related Class CE Certificates and the related Class CE Interest and the related Residual Certificates in reduction of amounts otherwise distributable to such Certificates and interest on such Distribution Date and then any excess shall be allocated to each Class of related Class A Certificates and Class M Certificates pro rata based on the respective amounts of interest accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.
 
Current Specified Enhancement Percentage: Any of the Group I Current Specified Enhancement Percentage or the Group II Current Specified Enhancement Percentage.
 
Custodial Agreement: An agreement, dated as of June 30, 2006, among the Depositor, EMC, as a Seller and as Master Servicer, Master Funding as a Seller, the Trustee and the Custodian in substantially the form of Exhibit J hereto.
 
Custodian: LaSalle Bank National Association, or any successor custodian appointed pursuant to the provisions hereof and the Custodial Agreement.
 
Cut-off Date: The close of business on June 1, 2006.
 
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof as of the close of business on the Cut-off Date after application of all Principal Prepayments received prior to the Cut-off Date and scheduled payments of principal due on or before the Cut-off Date, whether or not received, but without giving effect to any installments of principal received in respect of Due Dates after the Cut-off Date. The aggregate Cut-off Date Principal Balance of the Group I Mortgage Loans is $330,948,120.73. The aggregate Cut-off Date Principal Balance of the Group II Mortgage Loans is $209,494,489.05.
 
Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan that became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any other reduction that results in a permanent forgiveness of principal.
 
Defaulting Party: A “Defaulting Party” as defined in the related Swap Agreement.
 
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court that is final and non-appealable in a proceeding under the Bankruptcy Code.
 
Definitive Certificates: As defined in Section 6.06.
 
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.
 
Delinquency Event: Any of a Group I Delinquency Event or Group II Delinquency Event.
 
Delinquent: A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on.
 
Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Principal Balance or Initial Notional Amount of this Certificate”.
 
Depositor: Bear Stearns Asset Backed Securities I LLC, a Delaware limited liability company, or its successor in interest.
 
Depository: The initial Depository shall be The Depository Trust Company (“DTC”), the nominee of which is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.
 
Depository Agreement: With respect to the Class of Book-Entry Certificates, the agreement among the Depositor, the Trustee and the initial Depository, dated as of the Closing Date, substantially in the form of Exhibit H.
 
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
Determination Date: With respect to any Distribution Date, the 15th day of the month of such Distribution Date or, if such 15th day is not a Business Day, the immediately preceding Business Day.
 
Distribution Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 4.04 in the name of the Trustee for the benefit of the Certificateholders designated “LaSalle Bank National Association, in trust for registered holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2006-HE6”. Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.
 
Distribution Account Deposit Date: Two Business Days prior to each Distribution Date.
 
Distribution Date: The 25th day of each calendar month after the initial issuance of the Certificates, or if such 25th day is not a Business Day, the next succeeding Business Day, commencing in July 2006.
 
Due Date: As to any Mortgage Loan, the date in each month on which the related Scheduled Payment is due, as set forth in the related Mortgage Note.
 
Due Period: With respect to any Distribution Date, the period from the second day of the calendar month preceding the calendar month in which such Distribution Date occurs through close of business on the first day of the calendar month in which such Distribution Date occurs.
 
Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company, so long as Moody’s is not a Rating Agency) are rated by each Rating Agency in one of its two highest long-term and its highest short-term rating categories, respectively, at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company having capital and surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv) any other account acceptable to the Rating Agencies, as evidenced in writing. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.
 
EMC: EMC Mortgage Corporation, a Delaware corporation, and its successors and assigns.
 
EMC Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which EMC is the applicable Seller.
 
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
 
ERISA Restricted Certificates: Any of the Class CE, Class P and Residual Certificates.
 
Event of Default: As defined in Section 8.01 hereof.
 
Excess Cashflow: With respect to any Distribution Date and any Loan Group, an amount, if any, equal to the sum of (a) the related Remaining Excess Spread for such Distribution Date and (b) the related Overcollateralization Release Amount for such Distribution Date.
 
Excess Liquidation Proceeds: To the extent not required by law to be paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated Principal Balance of such Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate through the last day of the month in which the Mortgage Loan has been liquidated.
 
Excess Spread: With respect to any Distribution Date and any Loan Group, the excess, if any, of (i) the Interest Funds with respect to the related Loan Group for such Distribution Date over (ii) the sum of the Current Interest on the related Class A Certificates and Class M Certificates and Interest Carry Forward Amounts on the related Class A Certificates (other than Interest Carry Forward Amounts paid pursuant to Section 5.04(a)(3)(A) with respect to Loan Group I and 5.04(b)(3)(A) with respect to Loan Group II), in each case for such Distribution Date.
 
Exchange Act: Securities Exchange Act of 1934, as amended.
 
Exemption: Prohibited Transaction Exemption 90-30, as amended from time to time.
 
Extra Principal Distribution Amount: Any of the Group I Extra Principal Distribution Amount or Group II Extra Principal Distribution Amount.
 
Fannie Mae: Fannie Mae (formerly, Federal National Mortgage Association), or any successor thereto.
 
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
 
Final Certification: The certification substantially in the form of Exhibit Three to the Custodial Agreement.
 
Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by EMC (on its own behalf as a seller and on behalf of Master Funding) pursuant to or as contemplated by Section 2.03(c) or Section 10.01), a determination made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Master Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Trustee shall maintain records, based solely on information provided by the Master Servicer, of each Final Recovery Determination made thereby.
 
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
 
Fiscal Quarter: December 1 to February 29 (or the last day in such month), March 1 to May 31, June 1 to August 31, or September 1 to November 30, as applicable.
 
Fitch: Fitch, Inc. and any successor thereto.
 
Form 8-K Disclosure Information: As defined in Section 3.16(a)(iii).
 
Freddie Mac: Federal Home Loan Mortgage Corporation, or any successor thereto.
 
Global Certificate: Any Private Certificate registered in the name of the Depository or its nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules of such depository).
 
Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.
 
Group I Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10, Class I-M-11, Class I-P, Class I-CE, Class I-R-1, Class I-R-2, Class I-R-3 and Class I-RX Certificates.
 
Group I Class IO Distribution Amount: As defined in Section 3.21 hereof. For purposes of clarity, the Group I Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Swap Administrator pursuant to the first and second sentences of Section 3.21(c) on such Distribution Date in excess of the amount payable on REMIC VII Regular Interest IO on such Distribution Date, all as further provided in Section 3.21 hereof.
 
Group I Current Specified Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class I-M Certificates and (ii) the Group I Overcollateralization Amount, in each case prior to the distribution of the related Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the end of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period with respect to Loan Group I, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period with respect to Loan Group I).
 
Group I Delinquency Event: A Group I Delinquency Event shall have occurred and be continuing if at any time, (x) the percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans that are 60 days or more Delinquent (including for this purpose any such Group I Mortgage Loans in bankruptcy or foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property is REO Property), and the denominator of which is the aggregate Stated Principal Balance of all of the Group I Mortgage Loans as of the last day of the related Due Period exceeds (y) 32.50% of the Group I Current Specified Enhancement Percentage.
 
Group I Extra Principal Distribution Amount: With respect to any Distribution Date, the lesser of (i) the excess, if any, of the Group I Overcollateralization Target Amount for such Distribution Date over the Group I Overcollateralization Amount for such Distribution Date (after giving effect to distributions of principal on the Certificates other than any Group I Extra Principal Distribution Amount) and (ii) the related Excess Spread for such Distribution Date.
 
Group I Marker Rate: With respect to the Class I-CE Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC III Pass-Through Rates for the REMIC III Group I Regular Interests (other than REMIC III Regular Interests I-AA, I-IO and I-P), with the rate on each such REMIC III Group I Regular Interest (other than REMIC III Regular Interest I-ZZ) subject to a cap equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC IV Regular Interest the ownership of which is represented by the Corresponding Certificate for the purpose of this calculation for such Distribution Date, and with the rate on REMIC III Regular Interest I-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC III Group I Regular Interest (other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-P) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.
 
Group I Maximum Uncertificated Accrued Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular Interest I-ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC III Regular Interest I-ZZ minus the REMIC III Group I Overcollateralization Amount, in each case for such Distribution Date, over (ii) the aggregate amount of Uncertificated Accrued Interest for such Distribution Date on the REMIC III Group I Regular Interests (other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-P), with the rate on each such REMIC III Group I Regular Interest subject to a cap equal to the lesser of (x) the One-Month LIBOR Pass Through Rate for the Corresponding Certificate and (y) the Net Rate Cap for the REMIC IV Regular Interest the ownership of which is represented by the Corresponding Certificate for the purpose of this calculation for such Distribution Date; provided, however, that solely for this purpose, the related cap with respect to each REMIC III Group I Regular Interest (other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-P) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.
 
Group I Mortgage Loans: The Mortgage Loans related to Loan Group I.
 
Group I Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Group I Swap Agreement by either the Group I Swap Provider or the Swap Administrator, which net payment shall not take into account any Group I Swap Termination Payment.
 
Group I Notional Amount: With respect to each Distribution Date and the Group I Swap Agreement, the notional amount for the related calculation period as set forth in the related schedule set forth in Exhibit M.
 
Group I Offered Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8 and Class I-M-9 Certificates.
 
Group I Optional Termination: The termination of the portion of the Trust Fund related to Loan Group I created hereunder as a result of the purchase of all of the Group I Mortgage Loans and any related REO Property pursuant to Section 10.01 hereof.
 
Group I Optional Termination Date: The Distribution Date on which the Stated Principal Balance of all of the Group I Mortgage Loans is equal to or less than 10% of the Stated Principal Balance of all of the Group I Mortgage Loans as of the Cut-off Date.
 
Group I Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) over the aggregate Certificate Principal Balance of the Class I-A Certificates and Class I-M Certificates on such Distribution Date (after taking into account the payment of principal other than any Group I Extra Principal Distribution Amount on such Certificates).
 
Group I Overcollateralization Release Amount: With respect to any Distribution Date, the lesser of (x) the related Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Group I Overcollateralization Amount for such Distribution Date (assuming that 100% of the related Principal Remittance Amount is applied as a principal payment on such Distribution Date) over (ii) the Group I Overcollateralization Target Amount for such Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if the Group I Overcollateralization Amount is less than or equal to the Group I Overcollateralization Target Amount on that Distribution Date).
 
Group I Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the Stepdown Date, 1.50% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of (i) the lesser of (1) 1.50% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date and (2) 3.00% of the then current aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) and (ii) $1,654,741 or (c) on or after the Stepdown Date and if a Group I Trigger Event is in effect, the Group I Overcollateralization Target Amount for the immediately preceding Distribution Date.
 
Group I Regular Certificate: Any of the Group I Certificates other than the Group I Residual Certificates.
 
Group I REMIC Termination Payment: As defined in Section 10.01.
 
Group I Reserve Fund: Shall mean the separate trust account created and maintained by the Trustee pursuant to Section 3.21 hereof.
 
Group I Reserve Fund Deposit: With respect to the Group I Reserve Fund, an amount equal to $5,000, which the Depositor shall initially deposit into the Group I Reserve Fund pursuant to Section 3.21 hereof.
 
Group I Residual Certificates: The Class I-R Certificates, each evidencing the sole class of Residual Interests in the related REMIC.
 
Group I Senior Certificates: Any of the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
 
Group I Significance Estimate: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by the Seller or its affiliate of the aggregate maximum probable exposure of the outstanding Class I-A Certificates and Class I-M Certificates to the Group I Swap Agreement.
 
Group I Significance Percentage: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be a percentage equal to the Group I Significance Estimate divided by the aggregate outstanding Certificate Principal Balance of the Class I-A Certificates and Class I-M Certificates, prior to the distribution of the related Principal Distribution Amount on such Distribution Date.
 
Group I Stepdown Date: The earlier to occur of, (I) the first Distribution Date following the Distribution Date for which the Certificate Principal Balance for each of the Class I-A Certificates has been reduced to zero, and (II) the later to occur of (a) the Distribution Date in July 2009 and (b) the first Distribution Date on which the Group I Current Specified Enhancement Percentage is greater than or equal to 49.40%.
 
Group I Sub-Trust: The portion of the Trust Fund allocated to Loan Group I.
 
Group I Supplemental Interest Trust: The corpus of a trust created pursuant to Section 3.21 of this Agreement and designated as the “Group I Supplemental Interest Trust,” consisting of the Group I Swap Agreement, the rights in respect of the Swap Administration Agreement that relate to Loan Group I and the Group I Swap Account. For the avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap Account and the Swap Administration Agreement do not constitute parts of the Trust Fund or any REMIC.
 
Group I Supplemental Interest Trust Trustee: LaSalle Bank National Association, a national banking association not in its individual capacity but solely in its capacity as group I supplemental interest trust trustee and any successor thereto, and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor group I supplemental interest trust trustee as may from time to time be serving as successor group I supplemental interest trust trustee.
 
Group I Swap Account: The separate trust account created and maintained by the Swap Administrator, and held within the Group I Supplemental Interest Trust, pursuant to the Swap Administration Agreement.
 
Group I Swap Agreement: The interest rate swap agreement between the Group I Swap Provider and the Group I Supplemental Interest Trust Trustee, which agreement provides for Group I Net Swap Payments and Group I Swap Termination Payments to be paid, as provided therein, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit M.
 
Group I Swap Optional Termination Payment: As defined in Section 10.01.
 
Group I Swap Provider: The swap provider under the Group I Swap Agreement either (a) entitled to receive payments from the Swap Administrator from amounts payable by the Trust Fund with respect to Loan Group I under this Agreement or (b) required to make payments to the Swap Administrator for payment to the Trust Fund with respect to Loan Group I, in either case pursuant to the terms of the Group I Swap Agreement, and any successor in interest or assign. Initially, the Group I Swap Provider shall be Wachovia Bank, N.A.
 
Group I Swap Provider Trigger Event: With respect to any Distribution Date, (i) an Event of Default under the Group I Swap Agreement with respect to which the Group I Swap Provider is a Defaulting Party, (ii) a Termination Event under the Group I Swap Agreement with respect to which the Group I Swap Provider is the sole Affected Party, or (iii) an Additional Termination Event under the Group I Swap Agreement with respect to which the Group I Swap Provider is the sole Affected Party.
 
Group I Swap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Group I Swap Agreement, the payment to be made by the Swap Administrator to the Group I Swap Provider from payments from the Trust Fund with respect to Loan Group I, or by the Group I Swap Provider to the Swap Administrator for payment to the Trust Fund with respect to Loan Group I, as applicable, pursuant to the terms of the Group I Swap Agreement.
 
Group I Trigger Event: With respect to any Distribution Date, a Group I Trigger Event exists if (i) a related Delinquency Event shall have occurred and be continuing or (ii) the aggregate amount of Realized Losses on the Group I Mortgage Loans since the Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance of the Group I Mortgage Loans exceeds the applicable percentages set forth below with respect to such Distribution Date:
 
Distribution Date
Percentage
   
July 2009 to June 2010
3.45% with respect to July 2009, plus an additional 1/12th of the difference between 5.40% and 3.45% for each month thereafter
July 2010 to June 2011
5.40% with respect to July 2010, plus an additional 1/12th of the difference between 6.75% and 5.40% for each month thereafter
July 2011 to June 2012
6.75% with respect to July 2011, plus an additional 1/12th of the difference between 7.00% and 6.75% for each month thereafter
July 2012 and thereafter
7.00%

Group II Certificates: Any of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10, Class II-M-11, Class II-P, Class II-CE, Class II-R-1 and Class II-RX Certificates.
 
Group II Class IO Distribution Amount: As defined in Section 3.22 hereof. For purposes of clarity, the Group II Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Swap Administrator pursuant to the first and second sentences of Section 3.22(c) on such Distribution Date in excess of the amount payable on REMIC X Regular Interest IO on such Distribution Date, all as further provided in Section 3.22 hereof.
 
Group II Current Specified Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class II-M Certificates and (ii) the Group II Overcollateralization Amount, in each case prior to the distribution of the related Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the end of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period with respect to Loan Group II, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period with respect to Loan Group II).
 
Group II Delinquency Event: A Group II Delinquency Event shall have occurred and be continuing if at any time, (x) the percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group II Mortgage Loans that are 60 days or more Delinquent (including for this purpose any such Group II Mortgage Loans in bankruptcy or foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property is REO Property), and the denominator of which is the aggregate Stated Principal Balance of all of the Group II Mortgage Loans as of the last day of the related Due Period exceeds (y) 29.50% of the Group II Current Specified Enhancement Percentage.
 
Group II Extra Principal Distribution Amount: With respect to any Distribution Date, the lesser of (i) the excess, if any, of the Group II Overcollateralization Target Amount for such Distribution Date over the Group II Overcollateralization Amount for such Distribution Date (after giving effect to distributions of principal on the Certificates other than any Group II Extra Principal Distribution Amount) and (ii) the related Excess Spread for such Distribution Date.
 
Group II Marker Rate: With respect to the Class II-CE Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC III Pass-Through Rates for the REMIC III Group II Regular Interests (other than REMIC III Regular Interests II-AA, II-IO and II-P), with the rate on each such REMIC III Group II Regular Interest (other than REMIC III Regular Interest II-ZZ) subject to a cap equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC IV Regular Interest the ownership of which is represented by the Corresponding Certificate for the purpose of this calculation for such Distribution Date, and with the rate on REMIC III Regular Interest II-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC III Group II Regular Interest (other than REMIC III Regular Interests II-AA, II-ZZ, II-IO and II-P) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.
 
Group II Maximum Uncertificated Accrued Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular Interest II-ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC III Regular Interest II-ZZ minus the REMIC III Group II Overcollateralization Amount, in each case for such Distribution Date, over (ii) the aggregate amount of Uncertificated Accrued Interest for such Distribution Date on the REMIC III Group II Regular Interests (other than REMIC III Regular Interests II-AA, II-ZZ, II-IO and II-P), with the rate on each such REMIC III Group II Regular Interest subject to a cap equal to the lesser of (x) the One-Month LIBOR Pass Through Rate for the Corresponding Certificate and (y) the Net Rate Cap for the REMIC IV Regular Interest the ownership of which is represented by the Corresponding Certificate for the purpose of this calculation for such Distribution Date; provided, however, that solely for this purpose, the related cap with respect to each REMIC III Group II Regular Interest (other than REMIC III Regular Interests II-AA, II-ZZ, II-IO and II-P) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.
 
Group II Mortgage Loans: The Mortgage Loans related to Loan Group II.
 
Group II Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Group II Swap Agreement by either the Group II Swap Provider or the Swap Administrator, which net payment shall not take into account any Group II Swap Termination Payment.
 
Group II Notional Amount: With respect to each Distribution Date and the Group II Swap Agreement, the notional amount for the related calculation period as set forth in the related schedule set forth in Exhibit N.
 
Group II Offered Certificates: Any of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and Class II-M-9 Certificates.
 
Group II Optional Termination: The termination of the portion of the Trust Fund related to Loan Group II created hereunder as a result of the purchase of all of the Group II Mortgage Loans and any related REO Property pursuant to Section 10.01 hereof.
 
Group II Optional Termination Date: The Distribution Date on which the Stated Principal Balance of all of the Group II Mortgage Loans is equal to or less than 10% of the Stated Principal Balance of all of the Group II Mortgage Loans as of the Cut-off Date.
 
Group II Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) over the aggregate Certificate Principal Balance of the Class II-A Certificates and Class II-M Certificates on such Distribution Date (after taking into account the payment of principal other than any Group II Extra Principal Distribution Amount on such Certificates).
 
Group II Overcollateralization Release Amount: With respect to any Distribution Date, the lesser of (x) the related Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Group II Overcollateralization Amount for such Distribution Date (assuming that 100% of the related Principal Remittance Amount is applied as a principal payment on such Distribution Date) over (ii) the Group II Overcollateralization Target Amount for such Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if the Group II Overcollateralization Amount is less than or equal to the Group II Overcollateralization Target Amount on that Distribution Date).
 
Group II Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the Stepdown Date, 2.05% of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of (i) the lesser of (1) 2.05% of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date and (2) 4.10% of the then current aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) and (ii) $1,047,472 or (c) on or after the Stepdown Date and if a Group II Trigger Event is in effect, the Group II Overcollateralization Target Amount for the immediately preceding Distribution Date.
 
Group II Regular Certificate: Any of the Group II Certificates other than the Group II Residual Certificates.
 
Group II REMIC Termination Payment: As defined in Section 10.01.
 
Group II Reserve Fund: Shall mean the separate trust account created and maintained by the Trustee pursuant to Section 3.22 hereof.
 
Group II Reserve Fund Deposit: With respect to the Group II Reserve Fund, an amount equal to $5,000, which the Depositor shall initially deposit into the Group II Reserve Fund pursuant to Section 3.22 hereof.
 
Group II Residual Certificates: The Class II-R-1 Certificates and Class II-RX Certificates, each evidencing the sole class of Residual Interests in the related REMIC.
 
Group II Senior Certificates: Any of the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates.
 
Group II Significance Estimate: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by the Seller or its affiliate of the aggregate maximum probable exposure of the outstanding Class II-A Certificates and Class II-M Certificates to the Group II Swap Agreement.
 
Group II Significance Percentage: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be a percentage equal to the Group II Significance Estimate divided by the aggregate outstanding Certificate Principal Balance of the Class II-A Certificates and Class II-M Certificates, prior to the distribution of the related Principal Distribution Amount on such Distribution Date.
 
Group II Stepdown Date: The earlier to occur of, (I) the first Distribution Date following the Distribution Date for which the Certificate Principal Balance for each of the Class II-A Certificates has been reduced to zero, and (II) the later to occur of (a) the Distribution Date in July 2009 and (b) the first Distribution Date on which the Group II Current Specified Enhancement Percentage is greater than or equal to 54.20%.
 
Group II Sub-Trust: The portion of the Trust Fund allocated to Loan Group II.
 
Group II Supplemental Interest Trust: The corpus of a trust created pursuant to Section 3.22 of this Agreement and designated as the “Group II Supplemental Interest Trust,” consisting of the Group II Swap Agreement, the rights in respect of the Swap Administration Agreement that relate to Loan Group II and the Group II Swap Account. For the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account and the Swap Administration Agreement do not constitute parts of the Trust Fund or any REMIC.
 
Group II Supplemental Interest Trust Trustee: LaSalle Bank National Association, a national banking association not in its individual capacity but solely in its capacity as group II supplemental interest trust trustee and any successor thereto, and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor group II supplemental interest trust trustee as may from time to time be serving as successor group II supplemental interest trust trustee.
 
Group II Swap Account: The separate trust account created and maintained by the Swap Administrator, and held within the Group II Supplemental Interest Trust, pursuant to the Swap Administration Agreement.
 
Group II Swap Agreement: The interest rate swap agreement between the Group II Swap Provider and the Group II Supplemental Interest Trust Trustee, which agreement provides for Group II Net Swap Payments and Group II Swap Termination Payments to be paid, as provided therein, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit N.
 
Group II Swap Optional Termination Payment: As defined in Section 10.01.
 
Group II Swap Provider: The swap provider under the Group II Swap Agreement either (a) entitled to receive payments from the Swap Administrator from amounts payable by the Trust Fund with respect to Loan Group II under this Agreement or (b) required to make payments to the Swap Administrator for payment to the Trust Fund with respect to Loan Group II, in either case pursuant to the terms of the Group II Swap Agreement, and any successor in interest or assign. Initially, the Group II Swap Provider shall be Wachovia Bank, N.A.
 
Group II Swap Provider Trigger Event: With respect to any Distribution Date, (i) an Event of Default under the Group II Swap Agreement with respect to which the Group II Swap Provider is a Defaulting Party, (ii) a Termination Event under the Group II Swap Agreement with respect to which the Group II Swap Provider is the sole Affected Party, or (iii) an Additional Termination Event under the Group II Swap Agreement with respect to which the Group II Swap Provider is the sole Affected Party.
 
Group II Swap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Group II Swap Agreement, the payment to be made by the Swap Administrator to the Group II Swap Provider from payments from the Trust Fund with respect to Loan Group II, or by the Group II Swap Provider to the Swap Administrator for payment to the Trust Fund with respect to Loan Group II, as applicable, pursuant to the terms of the Group II Swap Agreement.
 
Group II Trigger Event: With respect to any Distribution Date, a Group II Trigger Event exists if (i) a related Delinquency Event shall have occurred and be continuing or (ii) the aggregate amount of Realized Losses on the Group II Mortgage Loans since the Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance of the Group II Mortgage Loans exceeds the applicable percentages set forth below with respect to such Distribution Date:
 
Distribution Date
Percentage
   
July 2009 to June 2010
3.35% with respect to July 2009, plus an additional 1/12th of the difference between 5.30% and 3.35% for each month thereafter
July 2010 to June 2011
5.30% with respect to July 2010, plus an additional 1/12th of the difference between 6.80% and 5.30% for each month thereafter
July 2011 to June 2012
6.80% with respect to July 2011, plus an additional 1/12th of the difference between 7.25% and 6.80% for each month thereafter
July 2012 and thereafter
7.25%

 
Indemnified Persons: The Trustee, the Master Servicer, the Trust Fund and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.
 
Index: With respect to each Adjustable Rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note.
 
Individual Certificate: Any Private Certificate registered in the name of the Holder other than the Depository or its nominee.
 
Initial Certification: The certification substantially in the form of Exhibit One to the Custodial Agreement.
 
Initial Certificate Principal Balance: With respect to any Certificate, the Certificate Principal Balance of such Certificate or any predecessor Certificate on the Closing Date.
 
Institutional Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act or any entity all of the equity Holders in which come within such paragraphs.
 
Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect with respect to such Mortgage Loan, including any replacement policy or policies for any Insurance Policies.
 
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy and any other insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, the Master Servicer or the trustee under the deed of trust and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.
 
Insured Expenses: Expenses covered by any insurance policy with respect to the Mortgage Loans.
 
Interest Carry Forward Amount: As of any Distribution Date and with respect to each Class of Certificates (other than the Class CE, Class P and the Residual Certificates), the sum of (i) the excess of (a) the Current Interest for such Class with respect to such Distribution Date and any prior Distribution Dates over (b) the amount actually distributed to such Class of Certificates with respect to interest on such Distribution Dates and (ii) interest thereon (to the extent permitted by applicable law) at the applicable Pass-Through Rate for such Class for the related Accrual Period including the Accrual Period relating to such Distribution Date.
 
Interest Determination Date: Shall mean the second LIBOR Business Day preceding the commencement of each Accrual Period.
 
Interest Funds: With respect to each Loan Group and any Distribution Date (1) the sum, without duplication, of (a) all scheduled interest during the related Due Period with respect to the related Mortgage Loans less the Servicing Fee, the Trustee Fee and the LPMI Fee, if any, (b) all Advances relating to interest with respect to the related Mortgage Loans made on or prior to the related Distribution Account Deposit Date, (c) all Compensating Interest with respect to the related Mortgage Loans and required to be remitted by the Master Servicer pursuant to this Agreement with respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries with respect to the related Mortgage Loans collected during the related Prepayment Period (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to interest), and (e) all amounts relating to interest with respect to each Mortgage Loan repurchased by EMC (on its own behalf as a Seller and on behalf of Master Funding) pursuant to Sections 2.02 and 2.03 and by the Master Servicer pursuant to Section 3.19, in each case to the extent remitted by the Master Servicer to the Distribution Account pursuant to this Agreement and (f) the interest portion of any proceeds received from the exercise of a Group I Optional Termination or Group II Optional Termination, as applicable, minus (2) (i) all amounts relating to interest required to be reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set forth in this Agreement, and (ii) any related Net Swap Payment or related Swap Termination Payment (not due to a related Swap Provider Trigger Event and to the extent not paid by the Swap Administrator from any upfront payment received pursuant to any related replacement interest rate swap agreements that may be entered into by the related Supplemental Interest Trust Trustee) owed to the Swap Administrator for payment to the related Swap Provider for such Distribution Date and any such payments remaining unpaid for any prior Distribution Dates.
 
Interim Certification: The certification substantially in the form of Exhibit Two to the Custodial Agreement.
 
LaSalle: LaSalle Bank National Association, and any successor thereto.
 
Last Scheduled Distribution Date: Solely for purposes of the face of the Certificates as follows: with respect to the Group I Certificates, other than the Class I-A-1 Certificates and Class I-A-2 Certificates, the Distribution Date in July 2036; with respect to the Class I-A-1 Certificates and Class I-A-2 Certificates, the Distribution Date in May 2031 and April 2036, respectively. With respect to the Group II Certificates, other than the Class II-A-1 Certificates and Class Class II-A-2 Certificates, the Distribution Date in June 2036; with respect to the Class II-A-1 Certificates and Class II-A-2 Certificates, the Distribution Date in August 2030 and April 2036, respectively.
 
Latest Possible Maturity Date: With respect to the Group I Certificates, July 25, 2036, which is the Distribution Date in the month following the final scheduled maturity date of the Group I Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date. With respect to the Group II Certificates, June 25, 2036, which is the Distribution Date in the month following the final scheduled maturity date of the Group II Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date. For purposes of the Treasury regulations under Sections 860A through 860G of the Code, the latest possible maturity date of each Regular Interest issued by REMIC I, each REMIC III Group I Regular Interest, each Regular Interest issued by REMIC IV the ownership of which is represented by the Class I-A Certificates and Class I-M Certificates, the Class I-CE Interest, the Class I-P Interest, the Class I-IO Interest, each Regular Interest the ownership of which is represented by the Class I-CE Certificates and Class I-P Certificates, and REMIC VII Regular Interest IO, shall be the Distribution Date in the month following the final scheduled maturity date of the Group I Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date, and the latest possible maturity date of each Regular Interest issued by REMIC II, each REMIC III Group II Regular Interest, each Regular Interest issued by REMIC IV the ownership of which is represented by the Class II-A Certificates and Class II-M Certificates, the Class II-CE Interest, the Class II-P Interest, the Class II-IO Interest, each Regular Interest the ownership of which is represented by the Class II-CE Certificates and Class II-P Certificates, and REMIC X Regular Interest IO, shall be the Distribution Date in the month following the final scheduled maturity date of the Group II Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date..
 
LIBOR Business Day: Shall mean a day on which banks are open for dealing in foreign currency and exchange in London and New York City.
 
Liquidated Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale or other realization as provided by applicable law governing the real property subject to the related Mortgage and any security agreements and as to which the Master Servicer has made a Final Recovery Determination with respect thereto.
 
Liquidation Proceeds: Amounts, other than Insurance Proceeds, received in connection with the partial or complete liquidation of a Mortgage Loan, whether through trustee’s sale, foreclosure sale or otherwise, or in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received with respect to an REO Property, less the sum of related unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses of liquidation, including property protection expenses and foreclosure and sale costs, including court and reasonable attorneys fees.
 
Loan-to-Value Ratio: The fraction, expressed as a percentage, the numerator of which is the original principal balance of the related Mortgage Loan and the denominator of which is the Appraised Value of the related Mortgaged Property.
 
Loan Group: Any of Loan Group I or Loan Group II.
 
Loan Group I or Group I Mortgage Loans: The group of Mortgage Loans belonging to Loan Group I included as such on the Mortgage Loan Schedule.
 
Loan Group II or Group II Mortgage Loans: The group of Mortgage Loans belonging to Loan Group II included as such on the Mortgage Loan Schedule.
 
Loan Group I: The group of Mortgage Loans included as such on the Mortgage Loan Schedule.
 
Loan Group II: The group of Mortgage Loans included as such on the Mortgage Loan Schedule.
 
Loss Allocation Limitation: The meaning specified in Section 5.05(b) hereof.
 
LPMI Fee: The fee payable to the insurer for each Mortgage Loan subject to an LPMI Policy as set forth in such LPMI Policy.
 
LPMI Policy: A policy of mortgage guaranty insurance issued by an insurer meeting the requirements of Fannie Mae and Freddie Mac in which the Master Servicer or the related subservicer of the related Mortgage Loan is responsible for the payment of the LPMI Fee thereunder from collections on the related Mortgage Loan.
 
Majority Class CE Certificateholder: Any of the Majority Class I-CE Certificateholder or Majority Class II-CE Certificateholder.
 
Majority Class I-CE Certificateholder: The Holder of a 50.01% or greater Percentage Interest in the Class I-CE Certificates.
 
Majority Class II-CE Certificateholder: The Holder of a 50.01% or greater Percentage Interest in the Class II-CE Certificates.
 
Master Funding: Master Funding LLC, a Delaware limited liability company, and its successors and assigns, in its capacity as the seller of the Master Funding Mortgage Loans to the Depositor.
 
Master Funding Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master Funding is the applicable Seller.
 
Master Servicer: EMC Mortgage Corporation, in its capacity as master servicer, and its successors and assigns.
 
Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.
 
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
 
MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.
 
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.
 
Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
 
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
 
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 5.06.
 
Moody’s: Moody’s Investors Service, Inc., and any successor thereto.
 
Mortgage: The mortgage, deed of trust or other instrument creating a first or second lien on or first or second priority ownership interest in an estate in fee simple in real property securing a Mortgage Note.
 
Mortgage File: The mortgage documents listed in Section 2.01 hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Custodian to be added to the Mortgage File pursuant to this Agreement and the Custodial Agreement.
 
Mortgage Loans: Such of the Mortgage Loans transferred and assigned to the Trustee pursuant to the provisions hereof, as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule and separated into Group I Mortgage Loan and Group II Mortgage Loans, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.
 
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of June 30, 2006, among EMC, as a seller, Master Funding, as a seller and the Depositor, as purchaser in the form attached hereto as Exhibit L.
 
Mortgage Loan Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.
 
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the Seller or the Master Servicer to reflect the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, the initial Mortgage Loan Schedule being attached hereto as Exhibit B setting forth the following information with respect to each Mortgage Loan:
 
(a)  the city, state and zip code of the Mortgaged Property;
(b)  the property type;
(c)  the Mortgage Interest Rate;
(d)  the Servicing Fee Rate;
(e)  the Master Servicer's Fee Rate;
(f)  the LPMI Fee, if applicable;
(g)  [reserved];
(h)  the Net Rate;
(i)  the maturity date;
(j)  the stated original term to maturity;
(k)  the stated remaining term to maturity;
(l)  the original Principal Balance;
(m)  the first payment date;
(n)  the principal and interest payment in effect as of the Cut-off Date;
(o)  the unpaid Principal Balance as of the Cut-off Date;
(p)  the Loan-to-Value Ratio at origination;
(q)  the insurer of any Primary Mortgage Insurance Policy;
(r)  the MIN with respect to each MOM Loan;
(s)  the Gross Margin, if applicable;
(t)  the next Adjustment Date, if applicable;
(u)  the Maximum Mortgage Rate, if applicable;
(v)  the Minimum Mortgage Rate, if applicable;
(w)  the Periodic Rate Cap, if applicable;
(x)  the Loan Group, if applicable;
(y)  a code indicating whether the Mortgage Loan is negatively amortizing;
(z)  which Mortgage Loans adjust after an initial fixed-rate period of one, two, three, five, seven or ten years or any other period;
(aa)  the Prepayment Charge, if any;
(bb)  lien position (e.g., first lien or second lien);
(cc)  a code indicating whether the Mortgage Loan is has a balloon payment;
(dd)  a code indicating whether the Mortgage Loan is an interest-only loan;
(ee)  the interest-only term, if applicable;
(ff)  the Mortgage Loan Seller; and
(gg)  the original amortization term.
 
Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans, the total of each of the amounts described under (n) and (j) above, the weighted average by principal balance as of the Cut-off Date of each of the rates described under (c) through (h) above, and the weighted average remaining term to maturity by unpaid principal balance as of the Cut-off Date.
 
Mortgage Note: The original executed note or other evidence of indebtedness of a Mortgagor under a Mortgage Loan.
 
Mortgage Rate: With respect to each fixed rate Mortgage Loan, the rate set forth in the related Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded to the next highest or nearest 0.125% (as provided in the Mortgage Note), of the Index, determined as set forth in the related Mortgage Note, plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.
 
Mortgaged Property: The underlying property securing a Mortgage Loan.
 
Mortgagor: The obligors on a Mortgage Note.
 
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the rate at which the LPMI Fee is calculated, if any.
 
Net Rate Cap: With respect to any Distribution Date and the Class I-A Certificates and Class I-M Certificates, the excess, if any, of (A) a per annum rate equal to the product of (x) the weighted average of the Net Mortgage Rates on the then outstanding Group I Mortgage Loans, weighted based on the Stated Principal Balances of such Group I Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Group I Mortgage Loans on such Due Date, and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period, over (B) an amount, expressed as a per annum rate, equal to the sum of (i) the Group I Net Swap Payment payable to the Group I Swap Provider on such Distribution Date and (ii) any Group I Swap Termination Payment not due to a Group I Swap Provider Trigger Event payable to the Group I Swap Provider (to the extent not paid by the Swap Administrator from any upfront payment received pursuant to any related replacement interest rate swap agreement that may be entered into by the Group I Supplemental Interest Trust Trustee), divided by the aggregate outstanding Stated Principal Balance of the Group I Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Group I Mortgage Loans on such Due Date, multiplied by 12. The Net Rate Cap will be adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis. With respect to any Distribution Date and the REMIC IV Regular Interests the ownership of which is represented by Class I-A Certificates and Class I-M Certificates, a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the Uncertificated REMIC III Pass-Through Rates on the REMIC III Group I Regular Interests (other than REMIC III Regular Interests I-IO and I-P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC III Regular Interest immediately prior to such Distribution Date.
 
With respect to any Distribution Date and the Class II-A Certificates and Class II-M Certificates, the excess, if any, of (A) a per annum rate equal to the product of (x) the weighted average of the Net Mortgage Rates on the then outstanding Group II Mortgage Loans, weighted based on the Stated Principal Balances of such Group II Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Group II Mortgage Loans on such Due Date, and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period, over (B) an amount, expressed as a per annum rate, equal to the sum of (i) the Group II Net Swap Payment payable to the Group II Swap Provider on such Distribution Date and (ii) any Group II Swap Termination Payment not due to a Group II Swap Provider Trigger Event payable to the Group II Swap Provider (to the extent not paid by the Swap Administrator from any upfront payment received pursuant to any related replacement interest rate swap agreement that may be entered into by the Group II Supplemental Interest Trust Trustee), divided by the aggregate outstanding Stated Principal Balance of the Group II Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Group II Mortgage Loans on such Due Date, multiplied by 12. The Net Rate Cap will be adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis. With respect to any Distribution Date and the REMIC IV Regular Interests the ownership of which is represented by Class II-A Certificates and Class II-M Certificates, a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the Uncertificated REMIC III Pass-Through Rates on the REMIC III Group II Regular Interests (other than REMIC III Regular Interests II-IO and II-P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC III Regular Interest immediately prior to such Distribution Date.
 
Net Swap Payment: Any of the Group I Net Swap Payment or the Group II Net Swap Payment.
 
Non Book-Entry Certificate: Any Certificate other than a Book-Entry Certificate.
 
Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be made by the Master Servicer pursuant to this Agreement, that, in the good faith judgment of the Master Servicer, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or otherwise.
 
Offered Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and Class II-M-9 Certificates.
 
Officer’s Certificate: A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Depositor or the Master Servicer (or any other officer customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with a particular subject) or (ii), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor, the Seller, Master Funding LLC and/or the Trustee, as the case may be, as required by this Agreement.
 
One-Month LIBOR: With respect to any Accrual Period, the rate determined by the Trustee on the related Interest Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Trustee), One-Month LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If no such quotations can be obtained by the Trustee and no Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Accrual Period. The establishment of One-Month LIBOR on each Interest Determination Date by the Trustee and the Trustee’s calculation of the rate of interest applicable to the Class A Certificates and Class M Certificates for the related Accrual Period shall, in the absence of manifest error, be final and binding.
 
One-Month LIBOR Pass-Through Rate: With respect to each Class A Certificate and Class M Certificate and, for purposes of the definitions of “Group I Marker Rate”, “Group I Maximum Uncertificated Accrued Interest Deferral Amount”, “Group II Marker Rate” and “Group II Maximum Uncertificated Accrued Interest Deferral Amount”, the related REMIC III Regular Interest for which such Certificate is the Corresponding Certificate, a per annum rate equal to One-Month LIBOR plus the related Certificate Margin.
 
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Seller, the Depositor or the Master Servicer, reasonably acceptable to each addressee of such opinion; provided that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Seller, Depositor and the Master Servicer, (ii) not have any direct financial interest in the Seller, the Depositor or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Seller, the Depositor or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.
 
Optional Termination: Any of Group I Optional Termination or Group II Optional Termination.
 
Optional Termination Date: Any of the Group I Optional Termination Date or Group II Optional Termination Date.
 
Original Value: The value of the property underlying a Mortgage Loan based, in the case of the purchase of the underlying Mortgaged Property, on the lower of an appraisal or the sales price of such property or, in the case of a refinancing, on an appraisal.
 
OTS: The Office of Thrift Supervision.
 
Outstanding: With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:
 
(a) Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and
 
(b) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.
 
Outstanding Mortgage Loan: As of any date of determination, a Mortgage Loan with a Stated Principal Balance greater than zero that was not the subject of a Principal Prepayment in full, and that did not become a Liquidated Loan, prior to the end of the related Prepayment Period.
 
Overcollateralization Amount: Any of the Group I Overcollateralization Amount and Group II Overcollateralization Amount.
 
Overcollateralization Release Amount: Any of the Group I Overcollateralization Release Amount or Group II Overcollateralization Release Amount.
 
Overcollateralization Target Amount: Any of the Group I Overcollateralization Target Amount or Group II Overcollateralization Target Amount.
 
Ownership Interest: As to any Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.
 
Pass-Through Rate: With respect to the Class A Certificates and Class M Certificates and any Distribution Date, a rate per annum equal to the lesser of (i) the related One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the related Net Rate Cap for such Distribution Date.
 
 
With respect to the Class I-CE Interest and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amount determined for each REMIC III Group I Regular Interest (other than REMIC III Regular Interests I-IO and I-P) equal to the product of (a) the excess, if any, of the Uncertificated REMIC III Pass-Through Rate for such REMIC III Group I Regular Interest over the Group I Marker Rate and (b) a notional amount equal to the Uncertificated Principal Balance of such REMIC III Group I Regular Interest, and the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC III Group I Regular Interests.
 
 
With respect to the Class II-CE Interest and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of the amount determined for each REMIC III Group II Regular Interest (other than REMIC III Regular Interests II-IO and II-P) equal to the product of (a) the excess, if any, of the Uncertificated REMIC III Pass-Through Rate for such REMIC III Group II Regular Interest over the Group II Marker Rate and (b) a notional amount equal to the Uncertificated Principal Balance of such REMIC III Group II Regular Interest, and the denominator of which is (y) the aggregate Uncertificated Principal Balance of such REMIC III Group II Regular Interests.
 
With respect to the Class I-CE Certificate, the Class I-CE Certificate shall not have a Pass-Through Rate, but Current Interest for such Certificate and each Distribution Date shall be an amount equal to 100% of the amount distributable to the Class I-CE Interest for such Distribution Date.
 
With respect to the Class II-CE Certificate, the Class II-CE Certificate shall not have a Pass-Through Rate, but Current Interest for such Certificate and each Distribution Date shall be an amount equal to 100% of the amount distributable to the Class II-CE Interest for such Distribution Date.
 
With respect to the Class I-P Certificate and the Class I-P Interest, 0.00% per annum.
 
With respect to the Class II-P Certificate and the Class II-P Interest, 0.00% per annum.
 
With respect to the Class I-IO Interest, Class I-IO Interest shall not have a Pass-Through Rate, but Current Interest for such interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC III Regular Interest I-IO for such Distribution Date.
 
With respect to the Class II-IO Interest, Class II-IO Interest shall not have a Pass-Through Rate, but Current Interest for such interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC III Regular Interest II-IO for such Distribution Date.
 
With respect to REMIC VII Regular Interest IO, REMIC VII Regular Interest IO shall not have a Pass-Through Rate, but Current Interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class I-IO Interest for such Distribution Date.
 
With respect to REMIC X Regular Interest IO, REMIC X Regular Interest IO shall not have a Pass-Through Rate, but Current Interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class II-IO Interest for such Distribution Date.
 
Percentage Interest: With respect to any Certificate of a specified Class, the Percentage Interest set forth on the face thereof or the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of such Class.
 
Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.
 
Permitted Investments: At any time, any one or more of the following obligations and securities:
 
(i)  
obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;
 
(ii)  
general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency, as evidenced in writing;
 
(iii)  
commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency, as evidenced in writing;
 
(iv)  
certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities (including the Trustee in its commercial banking capacity), provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated one of the two highest long-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency, as evidenced in writing;
 
(v)  
guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by each Rating Agency, as evidenced in writing;
 
(vi)  
repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (v) above;
 
(vii)  
securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest short term ratings of each Rating Agency (except if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by each Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;
 
(viii)  
interests in any money market fund (including any such fund managed or advised by the Trustee or any affiliate thereof) which at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable short term rating by each Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency, as evidenced in writing;
 
(ix)  
short term investment funds sponsored by any trust company or banking association incorporated under the laws of the United States or any state thereof (including any such fund managed or advised by the Trustee or the Master Servicer or any affiliate thereof) which on the date of acquisition has been rated by each Rating Agency in their respective highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency, as evidenced in writing; and
 
(x)  
such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency and as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;
 
provided, that no such instrument shall be a Permitted Investment if such instrument (i) evidences the right to receive interest only payments with respect to the obligations underlying such instrument, (ii) is purchased at a premium or (iii) is purchased at a deep discount; provided further that no such instrument shall be a Permitted Investment (A) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (B) if it may be redeemed at a price below the purchase price (the foregoing clause (B) not to apply to investments in units of money market funds pursuant to clause (viii) above); provided further that no amount beneficially owned by any REMIC may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer shall receive an Opinion of Counsel, at the expense of the Master Servicer, to the effect that such investment will not adversely affect the status of any such REMIC as a REMIC under the Code or result in imposition of a tax on any such REMIC. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.
 
Permitted Transferee: Any person (x) other than (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code or (v) on electing large partnership within the meaning of Section 775(a) of the Code, (y) that is a citizen or resident of the United States, a corporation, partnership (other than a partnership that has any direct or indirect foreign partners) or other entity (treated as a corporation or a partnership for federal income tax purposes), created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or if it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person and (z) other than any other Person so designated by the Trustee based upon an Opinion of Counsel addressed to the Trustee (which shall not be an expense of the Trustee) that states that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X to fail to qualify as a REMIC at any time that any Certificates are Outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.
 
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government, or any agency or political subdivision thereof.
 
Prepayment Assumption: The applicable rate of prepayment as described in the Prospectus Supplement.
 
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.