Mortgage

Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates Series 2007-9

EXECUTION COPY
 
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
 
AURORA LOAN SERVICES LLC, as Master Servicer,
 
WELLS FARGO BANK, N.A., as Securities Administrator
 
and
 
HSBC BANK USA, NATIONAL ASSOCIATION,
 
as Trustee
 

 
TRUST AGREEMENT
 
Dated as of September 1, 2007
 

 
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-9



TABLE OF CONTENTS

     
PAGE
       
ARTICLE I DEFINITIONS
9
 
Section 1.01.
Definitions.
9
 
Section 1.02.
Calculations Respecting Mortgage Loans.
56
 
Section 1.03.
Rights of the NIMS Insurer
56
ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
56
 
Section 2.01.
Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.
56
 
Section 2.02.
Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund.
60
 
Section 2.03.
Representations and Warranties of the Depositor.
62
 
Section 2.04.
Discovery of Breach.
64
 
Section 2.05.
Repurchase, Purchase or Substitution of Mortgage Loans.
64
 
Section 2.06.
Grant Clause.
66
ARTICLE III THE CERTIFICATES
66
 
Section 3.01.
The Certificates.
66
 
Section 3.02.
Registration.
67
 
Section 3.03.
Transfer and Exchange of Certificates.
68
 
Section 3.04.
Cancellation of Certificates.
74
 
Section 3.05.
Replacement of Certificates.
74
 
Section 3.06.
Persons Deemed Owners.
74
 
Section 3.07.
Temporary Certificates.
74
 
Section 3.08.
Appointment of Paying Agent.
75
 
Section 3.09.
Book-Entry Certificates
76
ARTICLE IV ADMINISTRATION OF THE TRUST FUND
77
 
Section 4.01.
Collection Account
77
 
Section 4.02.
Application of Funds in the Collection Account
79
 
Section 4.03.
Reports to Certificateholders
82
 
Section 4.04.
Certificate Account
85
ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
87
 
Section 5.01.
Distributions Generally.
87
 
Section 5.02.
Distributions from the Certificate Account
87
 
Section 5.03.
Allocation of Realized Losses
96
 
Section 5.04.
Advances by the Master Servicer and the Securities Administrator
98
 
Section 5.05.
Compensating Interest Payments
99
 
Section 5.06.
Reserved.
99
 
Section 5.07.
Basis Risk Reserve Funds
99
 
Section 5.08.
Intentionally Omitted
100
 
Section 5.09.
Intentionally Omitted
100
 
Section 5.10.
Intentionally Omitted
100
 
Section 5.11.
Intentionally Omitted
100
 
Section 5.12.
1-X Component Account
100
 
Section 5.13.
The Class P Reserve Fund
101
 


ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
101
EVENTS OF DEFAULT
101
 
Section 6.01.
Duties of Trustee and Securities Administrator
101
 
Section 6.02.
Certain Matters Affecting the Trustee and the Securities Administrator
105
 
Section 6.03.
Trustee and Securities Administrator Not Liable for Certificates
106
 
Section 6.04.
Trustee and Securities Administrator May Own Certificates.
106
 
Section 6.05.
Eligibility Requirements for Trustee and Securities Administrator
107
 
Section 6.06.
Resignation and Removal of Trustee and Securities Administrator
107
 
Section 6.07.
Successor Trustee and Successor Securities Administrator
108
 
Section 6.08.
Merger or Consolidation of Trustee or Securities Administrator
109
 
Section 6.09.
Appointment of Co-Trustee, Separate Trustee or Custodian.
109
 
Section 6.10.
Authenticating Agents.
111
 
Section 6.11.
Indemnification of Trustee and Securities Administrator
112
 
Section 6.12.
Fees and Expenses of Trustee, Securities Administrator and Custodian
113
 
Section 6.13.
Collection of Monies
113
 
Section 6.14.
Events of Default; Securities Administrator To Act; Appointment of Successor
114
 
Section 6.15.
Additional Remedies of Trustee Upon Event of Default
119
 
Section 6.16.
Waiver of Defaults
119
 
Section 6.17.
Notification to Holders
119
 
Section 6.18.
Directions by Certificateholders and Duties of Trustee During Event of Default
119
 
Section 6.19.
Action Upon Certain Failures of the Master Servicer and Upon Event of Default
120
 
Section 6.20.
Preparation of Tax Returns and Other Reports
120
 
Section 6.21.
Reporting Requirements of the Commission
127
 
Section 6.22.
No Merger
127
 
Section 6.23.
Indemnification by the Securities Administrator
127
ARTICLE VII PURCHASE AND TERMINATION OF THE TRUST FUND
128
 
Section 7.01.
Termination of Trust Fund Upon Repurchase or Liquidation of All Mortgage Loans.
128
 
Section 7.02.
Procedure Upon Termination of Trust Fund.
130
 
Section 7.03.
Additional Requirements under the REMIC Provisions
131
 
Section 7.04.
Optional Purchase Right of NIMS Insurer
132
ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS
132
 
Section 8.01.
Limitation on Rights of Holders
132
 
Section 8.02.
Access to List of Holders
133
 
Section 8.03.
Acts of Holders of Certificates
133
ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER
134
 


 
Section 9.01.
Duties of the Master Servicer
134
 
Section 9.02.
Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy
135
 
Section 9.03.
Master Servicer’s Financial Statements and Related Information
135
 
Section 9.04.
Power to Act; Procedures
136
 
Section 9.05.
Servicing Agreements Between the Master Servicer and Servicers; Enforcement of Servicers’ Obligations
138
 
Section 9.06.
Collection of Taxes, Assessments and Similar Items
138
 
Section 9.07.
Termination of Servicing Agreements; Successor Servicers
139
 
Section 9.08.
Master Servicer Liable for Enforcement
140
 
Section 9.09.
No Contractual Relationship Between the Servicers, any NIMS Insurer and Trustee or Depositor
140
 
Section 9.10.
Assumption of Servicing Agreement by Securities Administrator
140
 
Section 9.11.
“Due-on-Sale” Clauses; Assumption Agreements
141
 
Section 9.12.
Release of Mortgage Files
141
 
Section 9.13.
Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee
142
 
Section 9.14.
Representations and Warranties of the Master Servicer
144
 
Section 9.15.
Closing Certificate and Opinion
146
 
Section 9.16.
Standard Hazard and Flood Insurance Policies
146
 
Section 9.17.
Presentment of Claims and Collection of Proceeds
146
 
Section 9.18.
Maintenance of the Primary Mortgage Insurance Policies
147
 
Section 9.19.
Trustee To Retain Possession of Certain Insurance Policies and Documents
147
 
Section 9.20.
Realization Upon Defaulted Mortgage Loans
148
 
Section 9.21.
Compensation to the Master Servicer
149
 
Section 9.22.
REO Property
149
 
Section 9.23.
Notices to the Depositor and the Securities Administrator
150
 
Section 9.24.
Reports to the Securities Administrator
150
 
Section 9.25.
Assessment of Compliance and Attestation Reports
151
 
Section 9.26.
Annual Statement of Compliance with Applicable Servicing Criteria
153
 
Section 9.27.
Merger or Consolidation
153
 
Section 9.28.
Resignation of Master Servicer
154
 
Section 9.29.
Assignment or Delegation of Duties by the Master Servicer
154
 
Section 9.30.
Limitation on Liability of the Master Servicer and Others
155
 
Section 9.31.
Indemnification; Third-Party Claims
156
 
Section 9.32.
Allocation to Related Mortgage Pool
156
ARTICLE X REMIC ADMINISTRATION
156
 
Section 10.01.
REMIC and Grantor Trust Administration
156
 
Section 10.02.
Prohibited Transactions and Activities
163
 
Section 10.03.
Indemnification with Respect to Certain Taxes and Loss of REMIC Status
164
 
Section 10.04.
REO Property
164



 
Section 10.05.
WHFIT Provisions
165
ARTICLE XI MISCELLANEOUS PROVISIONS
166
 
Section 11.01.
Binding Nature of Agreement; Assignment.
166
 
Section 11.02.
Entire Agreement
166
 
Section 11.03.
Amendment
166
 
Section 11.04.
Voting Rights
168
 
Section 11.05.
Provision of Information
168
 
Section 11.06.
Governing Law
168
 
Section 11.07.
Notices
168
 
Section 11.08.
Severability of Provisions
169
 
Section 11.09.
Indulgences; No Waivers
169
 
Section 11.10.
Headings Not To Affect Interpretation
169
 
Section 11.11.
Benefits of Agreement
169
 
Section 11.12.
Special Notices to the Rating Agencies and NIMS Insurer
169
 
Section 11.13.
Counterparts.
170
 
Section 11.14.
Transfer of Servicing
170
 
Section 11.15.
Conflicts
172
 
Section 11.16.
Third Party Rights
172
       
 
Exhibit A
Forms of Certificates
 
 
Exhibit B-1
Form of Initial Certification
 
 
Exhibit B-2
Form of Interim Certification
 
 
Exhibit B-3
Form of Final Certification
 
 
Exhibit B-4
Form of Endorsement
 
Exhibit C
Request for Release of Documents and Receipt
 
Exhibit D-l
Form of Residual Certificate Transfer Affidavit (Transferee)
 
Exhibit D-2
Form of Residual Certificate Transfer Affidavit (Transferor)
 
Exhibit E
Servicing Agreements
 
Exhibit F
Form of Rule 144A Transfer Certificate
 
Exhibit G
Form of Purchaser’s Letter for Institutional Accredited Investors
 
Exhibit H
Form of ERISA Transfer Affidavit
 
 
Exhibit I
Monthly Remittance Advice
 
 
Exhibit J
Monthly Electronic Data Transmission
 
 
Exhibit K
Custodial Agreements
 
 
Exhibit L-1
Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S Global Security
 
Exhibit L-2
Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted Global Security
 
Exhibit M
Reserved
 
       
 
Exhibit N
Intentionally Omitted
 
 
Exhibit O
Servicing Criteria to be Addressed in Assessment of Compliance
 
Exhibit P-1
Additional Form 10-D Disclosure
 
 
Exhibit P-2
Additional Form 10-K Disclosure
 
 
Exhibit P-3
Additional Form 8-K Disclosure
 



 
Exhibit P-4
Additional Disclosure Notification
 
 
Exhibit Q-1
Form of Back-up Sarbanes-Oxley Certification
 
 
Exhibit Q-2
Form of Certification to be Provided by the Trustee
 
 
Exhibit R
Transaction Parties
 
       
 
Schedule A
Mortgage Loan Schedule
 
 


This TRUST AGREEMENT, dated as of September 1, 2007 (the “Agreement”), is by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor (the “Depositor”), AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”), WELLS FARGO BANK, N.A., as securities administrator (the “Securities Administrator”) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
 
PRELIMINARY STATEMENT
 
The Depositor has acquired the Mortgage Loans from Lehman Brothers Holdings Inc. (the “Seller”), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
 
As provided herein, elections shall be made in accordance with the provisions of Section 10.01 that the Trust Fund (other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Penalty Amounts distributable to the Class P Certificates and the Class P Reserve Funds, (iii) 1-X Component Account and (iv) the Lower Tier Interests) be treated for federal income tax purposes as comprising five real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC I-1,” “REMIC I-2,” “REMIC I-3”, “REMIC II-1” and “REMIC II-2”). Each Pool 1 Certificate and the Class X Certificate represents ownership of one or more regular interests in REMIC I-3 for purposes of the REMIC Provisions. In addition, each Pool 1 Senior Certificate (other than the Class 1-AX Certificates) represents the right to receive payments with respect to Excess Interest. The Class R-I Certificate represents ownership of the sole Class of residual interest in each of REMIC I-1, REMIC I-2 and REMIC I-3 for purposes of the REMIC Provisions. Each Pool 2 Certificate (other than the Class R-II Certificate) represents ownership of regular interests in REMIC II-2 for purposes of the REMIC Provisions. The Class R-II Certificate represents ownership of the sole Class of residual interest in each of REMIC II-1 and REMIC II-2.

POOL 1 REMICS

REMIC I-3 shall hold as its assets the classes of REMIC I-2 Regular Interests, and the REMIC I-2 Regular Interests are hereby designated as regular interests in REMIC I-2.

REMIC I-2 shall hold as its assets the classes of REMIC I-1 Regular Interests, and the REMIC I-1 Regular Interests are hereby designated as regular interests in REMIC I-1. REMIC I-1 shall hold as its assets the property of the Trust Fund related to Pool 1 other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Penalty Amounts distributable to the Class P Certificates and the Class P Reserve Funds, (iii) the 1-X Component Account and (iv) the Lower Tier Interests.



REMIC I-1
 
The following table sets forth (or describes) the Class designation, interest rate, and initial principal amount and Corresponding Class for each Class of REMIC I-1 Interests.
 
           
Corresponding
Class
     
Initial Class
 
Class of
Designation
 
Interest Rate
 
Principal Amount
 
Certificates
             
LTI1-1A1
 
(1)
 
(2)
 
1-A1
LTI1-1A2
 
(1)
 
(2)
 
1-A2
LTI1-M1
 
(1)
 
(2)
 
M-1
LTI1-M2
 
(1)
 
(2)
 
M-2
LTI1-M3
 
(1)
 
(2)
 
M-3
LTI1-M4
 
(1)
 
(2)
 
M-4
LTI1-M5
 
(1)
 
(2)
 
M-5
LTI1-M6
 
(1)
 
(2)
 
M-6
LTI1-M7
 
(1)
 
(2)
 
M-7
LTI1-X
 
(1)
 
(3)
 
N/A
LTI1-R
 
(4)
 
(4)
 
N/A

(1) The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC I-1 Interests is a per annum rate equal to the Pool 1 Net WAC for such Distribution Date.

(2) The initial principal amount for each of these REMIC I-1 Interests equals 50% of the initial principal amount of the Corresponding Class of Certificates.

(3) This interest shall have an initial principal balance equal to the excess of (i) the aggregate Scheduled Principal Balance for Pool 1 as of the Cut-off Date over (ii) the aggregate initial principal balance of the REMIC I-1 Marker Classes.

(4) The Class LTI1-R Interest is the sole Class of residual interest in REMIC I-1. It does not have an interest rate or a principal balance. It shall be represented by the Class R-I Certificate.

2


REMIC I-2
 
The following table sets forth (or describes) the Class designation, interest rate, initial principal amount and Class of Related Certificates for each Class of REMIC I-2 Interests.
 
             
       
Initial
   
Class
 
Interest
 
Class Principal
 
Class of Related
Designation
 
Rate
 
Amount
 
Certificates
             
LTI2-1A1
 
(1)
 
(3)
 
1-A1
LTI2-1A2
 
(1)
 
(3)
 
1-A2
LTI2-M1
 
(2)
 
(3)
 
M-1
LTI2-M2
 
(2)
 
(3)
 
M-2
LTI2-M3
 
(2)
 
(3)
 
M-3
LTI2-M4
 
(2)
 
(3)
 
M-4
LTI2-M5
 
(2)
 
(3)
 
M-5
LTI2-M6
 
(2)
 
(3)
 
M-6
LTI2-M7
 
(2)
 
(3)
 
M-7
LTI2-X Interest
 
(4)
 
(4)
 
N/A
LTI2-R Interest
 
(5)
 
(5)
 
N/A
             

(1) The interest rate for each of these REMIC I-2 Interests (i) with respect to any Distribution Date (and the related Accrual Period) through the Distribution Date in September 2012 is a per annum rate equal to the lesser of (x) 6.00% plus 0.50% and (y) the Pool 1 Net WAC and (ii) with respect to any Distribution Date (and the related Accrual Period) after the Distribution Date in September 2012 is a per annum rate equal to the lesser of (x) LIBOR plus 1.50% and (y) the Pool 1 Net WAC.

(2) The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC I-2 Interests is a per annum rate equal to the Certificate Interest Rate for the Related Certificates.

(3)  The initial principal amount for each of these REMIC I-2 Interests shall equal the initial Class Principal Amount of the Related Certificates.

(4) The Class LTI2-X Interest shall have an initial principal balance equal to the excess of the aggregate Scheduled Principal Balances of the Mortgage Loans in Pool 1 as of the Cut-off Date over the aggregate initial Class Principal Amount of the Pool 1 Certificates. The Class LTI2-X Interest shall accrue interest on a notional balance equal to the 1-X Component Notional Balance at a rate equal to the 1-X Component Interest Rate.

3


(5) The Class LTI2-R Interest is the sole Class of residual interest in REMIC I-2. It does not have an interest rate or a principal balance. It shall be represented by the Class R-I Certificate.

REMIC I-3
 
The following table sets forth (or describes) the Class designation, interest rate, initial principal amount and Class of Related Certificates for each Class of REMIC I-3 Interests.

   
Initial
 
Class
Interest
Class Principal
Class of Related
Designation
Rate
Amount
Certificates
       
LTI3-1A1
(1)
(2)
1-A1
LTI3-1A2
(1)
(2)
1-A2
Class 1-AX Certificates
(3)
(3)
N/A
Class M-1 Certificates
(3)
(3)
N/A
Class M-2 Certificates
(3)
(3)
N/A
Class M-3 Certificates
(3)
(3)
N/A
Class M-4 Certificates
(3)
(3)
N/A
Class M-5 Certificates
(3)
(3)
N/A
Class M-6 Certificates
(3)
(3)
N/A
Class M-7 Certificates
(3)
(3)
N/A
Uncertificated Class 1-X Interest
(4)
(4)
N/A
Residual I Interest
(5)
(5)
N/A

(1) The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC I-3 Interests is a per annum rate equal to the Certificate Interest Rate for the Related Certificates. These REMIC I-3 Interests shall be entitled to the same payments and allocations as the Related Certificates; provided that these REMIC I-3 Interests shall not be entitled to payments in respect of Excess Interest. Each of these REMIC I-3 Interests shall be represented by the Related Certificates.

(2)  The initial principal amount for each of these REMIC I-3 Interests shall equal the initial Class Principal Amount of the Related Certificates.

(3)  Each of these REMIC I-3 Interests shall be entitled to the payments and allocations set forth in this Agreement. For purposes of the REMIC Provisions, with respect to each Distribution Date on which the Class 1-AX Certificates are entitled to distributions, the Class 1-AX Certificates shall represent a “specified portion” of the interest accrued on the Class LTI2-1A1 Interest and Class LTI2-1A2 Interest equal to all interest accrued thereon in excess of the interest accrued thereon at a per annum rate equal to 6.00%.

4


(4) The Uncertificated Class 1-X Interest shall have an initial principal balance equal to the excess of the aggregate Scheduled Principal Balances of the Mortgage Loans in Pool 1 as of the Cut-off Date over the aggregate initial Class Principal Amount of the Pool 1 Certificates. The Uncertificated Class 1-X Interest shall accrue interest on a notional balance equal to the 1-X Component Notional Balance at a rate equal to the 1-X Component Interest Rate. The Uncertificated Class 1-X Interest shall be represented by the Class X Certificates.

(5) The Residual I Interest is the sole Class of residual interest in REMIC I-3. It does not have an interest rate or a principal balance. It shall be represented by the Class R-I Certificate.

All calculations of interest on each regular interest in REMIC I-1, REMIC I-2 and REMIC I-3 will be made on a “30/360” basis.

POOL 2 REMICS

REMIC II-2 shall hold as its assets the classes of REMIC II-1 Regular Interests and the REMIC II-1 Regular Interests are hereby designated as regular interests in REMIC II-1. REMIC II-1 shall hold as its assets the property of the Trust Fund related to Pool 2 other than (i) the rights to receive Prepayment Penalty Amounts distributable to the Class 2-AP Certificates and the Class P Reserve Funds and (ii) the Lower Tier Interests.

REMIC II-1

Each of the REMIC II-1 Interests set forth below (other than the Class LTII1-R Interest) is referred to herein as a REMIC II-1 Regular Interest and is hereby designated as a regular interest in REMIC II-1. The Class LTII1-R Interest is hereby designated as the sole class of residual interest in REMIC II-1.
 
The following table specifies the class designation, interest rate, principal amount and Classes of Corresponding Certificates for each class of REMIC II-1 Interests:
 
5

 
REMIC II-1
     
Pass-Through
 
Corresponding
Class Designation
 
Initial Balance
 
Rate
 
Certificates
             
LTII1-RII
 
(1)
 
(2)
 
R-II
LTII1-2A1
 
(1)
 
(2)
 
2-A1, 2-AX
LTII1-2A2
 
(1)
 
(2)
 
2-A2
LTII1-2B1
 
(1)
 
(3)
 
2-B1
LTII1-2B2
 
(1)
 
(3)
 
2-B2
LTII1-2B3
 
(1)
 
(3)
 
2-B3
LTII1-2B4
 
(1)
 
(3)
 
2-B4
LTII1-2B5
 
(1)
 
(3)
 
2-B5
LTII1-2B6
 
(1)
 
(3)
 
2-B6
LTII1-R
 
(4)
 
(4)
 
N/A
 
(1)
The initial principal amount for each of these REMIC II-1 Interests shall equal the initial Class Principal Amount(s) of the Corresponding Certificate(s).
 
(2)
For the Accrual Period relating to any Distribution Date, the interest rate for the Class LTII1-RII Interest, the Class LTII1-2A1 Interest and the Class LTII1-2A2 Interest shall be a per annum rate equal to the Net WAC for Pool 2 for the Accrual Period relating to such Distribution Date.
 
(3)
For the Accrual Period relating to any Distribution Date, the interest rate for each of the Class LTII1-2B1, Class LTII1-2B2, Class LTII1-2B3, Class LTII1-2B4, Class LTII1-2B5 and Class LTII-2B6 Interests shall be a per annum rate equal to the Net WAC for Pool 2 for the Accrual Period relating to such Distribution Date.
 
(4)
The Class LTII1-R Interest shall represent the sole class of residual interest in REMIC II-1. The Class LTII1-R Interest will not have a principal amount or an interest rate. The Class LTII1-R Interest shall be represented by the Class R-II Certificate.
 
Principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC II-1 Regular Interests as such amounts are payable and allocable to their respective Corresponding Certificates. Notwithstanding the preceding sentence, (i) the first $0.02 of losses with respect to principal on the Mortgage Loans in Pool 2 shall be allocated to the Class LTII1-2B6 Interest and (ii) immediately preceding any payment to the Class R-II Certificate pursuant to Section 5.02(j) attributable to principal received with respect to any Mortgage Loan in Pool 2, a payment shall be treated as made to the Class LTII1-2B6 Interest in reduction of the principal balance thereof, if any, to zero.
 
If on any Distribution Date there is an increase in the Certificate Principal Amount of any Class of Pool 2 Certificates as a result of the proviso in the definition of Certificate Principal Amount, then there shall be a corresponding increase in the principal amount of the corresponding REMIC II-1 Regular Interest.
 
REMIC II-2

REMIC II-2 shall hold as its assets all of the several classes of uncertificated REMIC II-1 Regular Interests.

6


Each of the Pool 2 Certificates (other than the Class R-II Certificate) is referred to herein as a REMIC II-2 Regular Interest and is hereby designated as a regular interest in REMIC II-2. The Class LTII2-R Interest is hereby designated as the sole class of residual interest in REMIC II-2. The Class LTII2-R Interest shall be represented by the Class R-II Certificate. The entitlement of the Class R-II Certificate to payments of principal and interest shall be attributable to its representation of the Class LTII2-R Interest.

The REMIC II-2 Regular Interests and the Class LTII2-R Interest are referred to herein as the REMIC II-2 Interests.
 
All calculations of interest on each regular interest in REMIC II-1 will be made on an “30/360” basis.
 
The Certificates
 
The following table specifies the Class designation, Certificate Interest Rate or initial Class Principal Amount or Class Notional Amount, and minimum denomination (by dollar amount or Percentage Interest) for each Class of Certificates or Class Notional Amount, representing the interests in the Trust Fund created hereunder.

 
 
Class Designation
 
 
Certificate
Interest Rate
 
Initial Class Principal
Amount or Class
Notional Amount
 
 
Minimum
Denomination
 
Class 1-A1
 
(1)
 
$
155,395,000
 
$
25,000
 
Class 1-A2
 
(1)
 
$
17,266,000
 
$
25,000
 
Class 1-AX
 
(2)
 
$
172,661,000
 
$
1,000,000
 
Class 2-A1
 
(3)
 
$
290,870,000
 
$
25,000
 
Class 2-A2
 
(4)
 
$
32,319,000
 
$
25,000
 
Class 2-AX
 
(5)
 
$
290,870,000
 
$
1,000,000
 
Class M-1
 
(6)
 
$
4,963,000
 
$
100,000
 
Class M-2
 
(6)
 
$
2,481,000
 
$
100,000
 
Class M-3
 
(6)
 
$
1,432,000
 
$
100,000
 
Class M-4
 
(6)
 
$
2,577,000
 
$
100,000
 
Class M-5
 
(6)
 
$
955,000
 
$
100,000
 
Class M-6
 
(6)
 
$
1,240,000
 
$
100,000
 
Class M-7
 
(6)
 
$
1,145,000
 
$
100,000
 
Class 2-B1
 
(4)
 
$
11,714,000
 
$
100,000
 
Class 2-B2
 
(4)
 
$
2,756,000
 
$
100,000
 
Class 2-B3
 
(4)
 
$
1,378,000
 
$
100,000
 
Class 2-B4
 
(4)
 
$
1,722,000
 
$
250,000
 
Class 2-B5
 
(4)
 
$
1,722,000
 
$
250,000
 
Class 2-B6
 
(4)
 
$
2,070,222
 
$
250,000
 
Class R-II
 
(4)
 
$
100
 
$
100
 
Class 1-AP
 
(7)
 
$
1000
 
$
1000
 
Class 2-AP
 
(8)
 
$
1000
 
$
1000
 
Class X
 
(9)
 
 
(9)
 
 
25
%
Class R-I
 
(10)
 
 
(10)
 
 
100
%
Class C
 
(11)
 
 
(11)
 
 
25
%
 

(1)
For the Accrual Period relating to any Distribution Date on or prior to the Distribution Date in September 2012, the Certificate Interest Rate on the Class 1-A1 and Class 1-A2 Certificates shall be a per annum rate equal to 6.00%, subject to the Net Funds Cap. Beginning with the Accrual Period relating to the Distribution Date in October 2012 and for the Accrual Period relating to each Distribution Date thereafter, the Certificate Interest Rate for the Class 1-A1 and Class 1-A2 Certificates shall be a per annum rate equal to LIBOR plus 1.50%, subject to the Net Funds Cap.
 
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(2)
For the Accrual Period relating to any Distribution Date on or prior to the Distribution Date in September 2012, the Certificate Interest Rate for the Class 1-AX Certificates shall be 0.50%, subject to the Net Funds Cap. Thereafter, the Class 1-AX Certificates will not accrue interest and will not be entitled to any distributions related to subsequent Distribution Dates. For any Distribution Date, the Class Notional Amount of the Class 1-AX Certificates will be equal to the aggregate amount of the Class Principal Amounts of the Class 1-A1 and Class 1-A2 Certificates. The initial Class Notional Amount of the Class 1-AX Certificates is $172,661,000.

(3)
For the Accrual Period relating to any Distribution Date on or prior to the Distribution Date in July 2012, the Certificate Interest Rate on the Class 2-A1 Certificates shall be a per annum rate equal to the Net WAC for pool 2 less 0.4965917981%. Beginning with the Accrual Period relating to the Distribution Date in August 2012 and for the Accrual Period relating to each Distribution Date thereafter, the Certificate Interest Rate for the Class 2-A1 Certificates shall be a per annum rate equal to the Net WAC for Pool 2 for such Distribution Date.

(4)
For the Accrual Period relating to any Distribution Date, the Certificate Interest Rate on the Class R-II, Class 2-A2, Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-B6 Certificates shall be a per annum rate equal to the Net WAC for Pool 2 for such Distribution Date.

(5)
For the Accrual Period relating to any Distribution Date on or prior to the Distribution Date in July 2012, the Certificate Interest Rate for the Class 2-AX Certificates shall be 0.4965917981%. Thereafter, the Class 2-AX Certificates will not accrue interest and will not be entitled to any distributions related to subsequent Distribution Dates. For any Distribution Date, the Class Notional Amount of the Class 2-AX Certificates will be equal to the Class Principal Amount of the Class 2-A1 Certificates. The initial Class Notional Amount of the Class 2-AX Certificates is $290,870,000.

(6)
For the Accrual Period relating to any Distribution Date, the Certificate Interest Rate on the Pool 1 Subordinate Certificates shall be the lesser of (i) a per annum rate equal to the Net WAC for Pool 1 less 0.500%, and (ii) the Net Funds Cap for such Distribution Date.

(7)
The Class 1-AP Certificates will be entitled to receive $1,000 of principal on the Distribution Date in November 2010, and certain Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 1.

(8)
The Class 2-AP Certificates will be entitled to receive $1,000 of principal on the Distribution Date in November 2010, and certain Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 2.

(9)
For purposes of the REMIC Provisions, the 1-X Component of the Class X Certificates shall have an initial principal balance equal to the excess of the aggregate amount of the Scheduled Principal Balances of the Mortgage Loans in Pool 1 as of the Cut-off Date over the aggregate amount of the initial Class Principal Amounts of the Pool 1 Certificates. For each Distribution Date, the 1-X Component of the Class X Certificates shall be entitled to the 1-X Component Current Interest. Unpaid interest on the 1-X Component of the Class X Certificates shall not itself bear interest. For the purposes of the REMIC Provisions, the Class X Certificates shall also represent beneficial ownership of (i) the Basis Risk Reserve Fund and (ii) an interest in notional principal contracts described in Section 10.01 hereof.

(10)
The Class R-I Certificate will be issued without a Certificate Principal Amount and will not bear interest. The Class R-I Certificate represents ownership of the residual interest in REMIC I-3, as well as ownership of the Class LTI1-R Interest and Class LTI2-R Interest.

8


(11)
The Class C Certificates will be issued without a Certificate Principal Amount and will not bear interest. The Class C Certificates shall be entitled to receive all reinvestment income on amounts on deposit in the 1-X Component Account and amounts on deposit in the 1-X Component Account on the Distribution Date as provided in Sections 5.02 and 5.12.

As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $535,442,072.17.
 
For purposes hereof, each pool of Mortgage Loans constitutes a fully separate and distinct sub-trust.
 
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator and the Trustee hereby agree as follows:
 
ARTICLE I
 
DEFINITIONS
 
Section 1.01. Definitions.
 
The following words and phrases, unless the context otherwise requires, shall have the following meanings:
 
1-X Component: The portion of the Class X Certificates representing the right to distributions to the Class X Certificates as described herein.
 
1-X Component Account: An account established as part of the Trust Fund pursuant to Section 5.12 of this Agreement but which is not an asset of any of the REMICs for the benefit of the 1-X Component of the Class X Certificates.
 
1-X Component Account Termination Date: The Distribution Date in March 2010.
 
1-X Component Current Interest: For any Distribution Date, the interest accrued during the related Accrual Period on the 1-X Component Notional Balance at the 1-X Component Interest Rate.
 
1-X Component Distributable Amount: On any Distribution Date (and the related Accrual Period), the excess of (i) the sum of (x) the excess of the aggregate Scheduled Principal Balances of the Mortgage Loans in Pool 1 as of the Cut-off Date over the aggregate initial Class Principal Amount of the Pool 1 Certificates and (y) the aggregate 1-X Component Current Interest for such Distribution Date and all prior Distribution Dates over (ii) the sum of (x) the aggregate payments in respect of Excess Interest for such Distribution Date and all prior Distribution Dates and (y) all prior distributions to the 1-X Component of the Class X Certificate under Section 5.02(e)(vii) hereof.

1-X Component Interest Rate: For any Distribution Date, the excess of (i) the weighted average of the interest rates on the REMIC I-1 Regular Interests over (ii) two times the weighted average of the interest rates on the REMIC I-1 Regular Interests (treating for purposes of this clause (ii) the interest rate on each of the REMIC I-1 Marker Classes as being capped at the interest rate of the Related REMIC I-2 Interest of the Corresponding Classes of Certificates and treating the interest rate on the Class LTI1-X Interest as capped at zero). The average described in the preceding sentence shall be weighted on the basis of the respective principal balances of the REMIC I-1 Regular Interests immediately prior to such Distribution Date.

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1-X Component Notional Balance: With respect to any Distribution Date (and the related Accrual Period), the aggregate amount of the principal balances of the REMIC I-1 Regular Interests immediately prior to such Distribution Date.
 
10-K Filing Deadline: As defined in Section 6.20(e)(i).
 
Accepted Servicing Practices: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage servicing or master servicing practices of prudent mortgage servicing institutions that service or master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Securities Administrator (as successor master servicer) or the Master Servicer or (y) as provided in the applicable Servicing Agreement, to the extent applicable to the related Servicer.
 
Accountant: A person engaged in the practice of accounting who (except when this Agreement provides that an Accountant must be Independent) may be employed by or affiliated with the Depositor or an Affiliate of the Depositor.
 
Accretion Directed Certificate: Not applicable.
 
Accretion Termination Date: Not applicable.
 
Accrual Amount: Not applicable.
 
Accrual Certificate: Not applicable.
 
Accrual Component: Not applicable.
 
Accrual Period: With respect to any Distribution Date and for each Class of Pool 1 Certificates and each Class of Pool 2 Certificates, the calendar month immediately preceding the month in which the related Distribution Date occurs. All calculations of interest on each Class of Pool 1 Certificates and each Class of Pool 2 Certificates will be made on the basis of a 360-day year and twelve 30-day months.
 
Accrued Certificate Interest: As to any Class of Pool 2 Certificates and any Distribution Date, the amount of interest accrued at its Certificate Interest Rate during the related Accrual Period on (in the case of each Class other than any Class of Notional Certificates) the related Class Principal Amount immediately prior to such Distribution Date or, in the case of any Class of Notional Certificates, the Class Notional Amount for such Distribution Date, as reduced by such Class’s share of the interest portion of (i) any Excess Losses for the related Mortgage Pool for such Distribution Date and (ii) any Relief Act Reduction for the related Mortgage Pool for such Distribution Date, in each case allocable among the Pool 2 Certificates proportionately based on the Accrued Certificate Interest otherwise distributable thereon. The interest shall accrue during the related Accrual Period.
 
Act: As defined in Section 3.03(c).
 
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Additional Collateral: None.
 
Additional Collateral Servicing Agreement: None.
 
Additional Form 10-D Disclosure: As defined in Section 6.20(d)(i).
 
Additional Form 10-K Disclosure: As defined in Section 6.20(e)(i).
 
Additional Servicer: Each affiliate of each Servicer that Services any of the Mortgage Loans and each Person who is not an affiliate of the any Servicer, who Services 10% or more of the Mortgage Loans.
 
Additional Termination Event: Not applicable.
 
Advance: An advance of the aggregate of payments of principal and interest (net of the applicable Master Servicing Fee, in the event that an advance is made by Master Servicer, and the applicable Servicing Fee), on one or more Mortgage Loans that were due on the Due Date in the related Due Period and not received as of the close of business on the related Determination Date, required to be made by a Servicer or by the Master Servicer on behalf of the related Servicer (or by the Securities Administrator solely in its capacity as successor master servicer in accordance with Section 6.14) pursuant to Section 5.04.
 
Adverse REMIC Event: Either (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund.
 
Affected Party: Not applicable.
 
Affiliate: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
Aggregate Master Servicing Compensation: Not applicable.
 
Aggregate Principal Balance: The aggregate of the Scheduled Principal Balances for all Mortgage Loans at any date of determination.
 
Aggregate Subordinate Percentage: Not applicable.
 
Aggregate Voting Interests: The aggregate of the Voting Interests of all the Certificates under this Agreement.
 
Agreement: This Trust Agreement and all amendments and supplements hereto.
 
11

 
AP Percentage: Not applicable.
 
AP Principal Distribution Amount: Not applicable.
 
Applicants: As defined in Section 8.02(b).
 
Applied Loss Amount: For any Distribution Date and for Pool 1, after giving effect to all Realized Losses incurred with respect to the Pool 1 Mortgage Loans during the related Collection Period and distributions of principal on such Distribution Date, the amount by which the aggregate Class Principal Amount of the Pool 1 Certificates exceeds the Pool Balance of the Pool 1 Mortgage Loans for such Distribution Date.
 
Apportioned Principal Balance: Not Applicable.
 
Appraised Value: With respect to any Mortgage Loan, the amount set forth in an appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property.
 
Associated Mortgage Loan: Not applicable.
 
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to the Trustee, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, if permitted by law; provided, however, that the Trustee shall not be responsible for determining whether any such assignment is in recordable form.
 
Aurora: Aurora Loan Services LLC or its successors in interest, in its capacity as a Servicer.
 
Authenticating Agent: Any authenticating agent appointed pursuant to Section 6.10.
 
Authorized Officer: Not applicable.
 
Available Basis Risk Amount: Not Applicable.
 
Available Distribution Amount: As to Pool 2 and on any Distribution Date, the sum of the following amounts:
 
(i) the total amount of all cash received by the Master Servicer through the Remittance Date applicable to each Servicer and deposited with the Securities Administrator by the Master Servicer by the Deposit Date for such Distribution Date on the Mortgage Loans of Pool 2 (including proceeds of any Insurance Policy and any other credit support relating to such Mortgage Loans and including any Subsequent Recovery), plus all Advances made by the Master Servicer or any Servicer (or the Securities Administrator, solely in its capacity as successor Master Servicer) for such Distribution Date and for Pool 2, any Compensating Interest Payment for such date and for Pool 2, any amounts received with respect to any Additional Collateral, if any, or any surety bond, if any, related thereto and any amounts paid by any Servicer in respect of Prepayment Interest Shortfalls in respect of the related Mortgage Loans for such date, but not including:
 
12

 
(A) all amounts distributed pursuant to Section 5.02 on prior Distribution Dates;
 
(B) all Scheduled Payments of principal and interest collected but due on a date subsequent to the related Due Period;
 
(C) all Principal Prepayments received or identified by the applicable Servicer after the applicable Prepayment Period (together with any interest payments received with such prepayments to the extent that they represent the payment of interest accrued on the related Mortgage Loans for the period subsequent to the applicable Prepayment Period);
 
(D) any other unscheduled collection, including Net Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds, received by the Master Servicer after the applicable Prepayment Period;
 
(E) all fees and amounts due or reimbursable to the Master Servicer, the Trustee (or its custodian), the Securities Administrator, the Custodian or a Servicer pursuant to the terms of this Agreement, the applicable Custodial Agreement or the applicable Servicing Agreement (other than the Securities Administrator Fee) related specifically to Pool 2 or if applicable to all Mortgage Pools, then the pro rata portion of any such amounts based on the Pool Balance of Pool 2 and the Aggregate Principal Balance;
 
(F) Prepayment Interest Excess, to the extent not offset by Prepayment Interest Shortfalls; and
 
(ii) any other payment made by the Master Servicer, the Securities Administrator (solely as successor master servicer), any Servicer, the Seller, the Depositor, or any other Person with respect to such Distribution Date (including the Purchase Price).
 
Back-Up Certification: As defined in Section 6.20(e)(iv).
 
Balloon Mortgage Loan: Not applicable.
 
Balloon Payment: Not applicable.
 
Bankruptcy: As to any Person, the making of an assignment for the benefit of creditors, the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator, dissolution, or termination, as the case may be, of such Person pursuant to the provisions of either the United States Bankruptcy Code of 1986, as amended, or any other similar state laws.
 
13

 
Bankruptcy Coverage Termination Date: As to Pool 2 the Distribution Date on which the applicable Bankruptcy Loss Limit has been reduced to zero (or less than zero).
 
Bankruptcy Loss Limit: As of the Cut-off Date, $148,483.55 for Pool 2, which amount shall be reduced from time to time by the amount of Bankruptcy Losses that are allocated to the related Certificates until the applicable Bankruptcy Coverage Termination Date.
 
Bankruptcy Losses: With respect to the Mortgage Loans in the related Mortgage Pool, losses that are incurred as a result of Deficient Valuations and any reduction, in a bankruptcy proceeding, of the amount of the Scheduled Payment on a Mortgage Loan other than as a result of a Deficient Valuation.
 
Basis Risk Payment: With respect to any Distribution Date, and for the Pool 1 Certificates (other than the Class 1-AX Certificates), the sum of (1) any Basis Risk Shortfall for such Distribution Date and (2) any Unpaid Basis Risk Shortfall for such Distribution Date. The amount of the Basis Risk Payment for any Distribution Date, however, cannot exceed the amount of Monthly Excess Cashflow that would be distributable to the 1-X Component of the Class X Certificate pursuant to Section 5.02(e) hereof on such Distribution Date (as determined under the definition of “1-X Component Distributable Amount” without regard to the Basis Risk Payment for such Distribution Date).
 
Basis Risk Reserve Fund: A reserve fund for Pool 1 into which any amount of Monthly Excess Cashflow is deposited in order to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls relating to the Pool 1 Certificates.
 
Basis Risk Shortfall Protected Certificate: Not applicable.
 
Basis Risk Shortfall: With respect to any Distribution Date and the Pool 1 Certificates other than the Notional Certificates, the amount by which the amount of interest calculated at the Certificate Interest Rate applicable to such Class for such date, determined without regard to the Net Funds Cap for such date, exceeds the amount of interest calculated at the Net Funds Cap.
 
Blanket Mortgage: Not applicable.
 
Book-Entry Certificates: Beneficial interests in Certificates designated as “Book-Entry Certificates” in this Agreement, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 3.09; provided, that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Certificates are to be issued to Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry Certificates.” As of the Closing Date, all of the Classes of Certificates listed in the table in the Preliminary Statement entitled “The Certificates,” other than the Class R-I, Class R-II, Class C and Class X Certificates, will constitute Book-Entry Certificates.

14


Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in Colorado, Minnesota, Maryland, New York or, if other than New York, the city in which the Corporate Trust Office of the Trustee is located, or (iii) with respect to any Remittance Date or any Servicer reporting date, the States specified in the definition of “Business Day” in the applicable Servicing Agreement, are authorized or obligated by law or executive order to be closed.
 
C-X Component: Not applicable.
 
Cap Counterparty: Not applicable.
 
Carryforward Interest: For any class of Pool 1 Certificates and any Distribution Date, the sum of (1) the amount, if any, by which (x) the sum of (A) Current Interest for such class for the immediately preceding Distribution Date and (B) any unpaid Carryforward Interest for such class from previous Distribution Dates exceeds (y) the amount distributed in respect of interest on such class on such immediately preceding Distribution Date and (2) interest on such amount for the related Accrual Period at the applicable Certificate Interest Rate.
 
Certificate: Any one of the certificates signed by the Trustee and countersigned by the Authenticating Agent in substantially the forms attached hereto as Exhibit A.
 
Certificate Account: The account maintained by the Securities Administrator in accordance with the provisions of Section 4.04.
 
Certificate Group: The Pool 1 Certificates (which are related to Pool 1) and the Pool 2 Certificates (which are related to Pool 2) as applicable.
 
Certificate Interest Rate: With respect to each Class of Certificates and any Distribution Date, the applicable per annum rate specified or determined as provided in the Preliminary Statement hereto.
 
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).
 
Certificate Principal Amount: With respect to any Pool 1 Certificate other than the Notional Certificates, at the time of determination, the maximum specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate, less the amount of all amounts previously distributed on that Certificate in respect of principal prior to such Distribution Date, as further reduced by any Applied Loss Amount previously allocated hereto; provided, however, that on each Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any class of Pool 1 Certificates whose Certificate Principal Amount has previously been reduced by application of an Applied Loss Amount will be increased, in order of seniority, by an amount (to be applied pro rata to all Certificates of such class) equal to the lesser of (1) any Deferred Amount for each such class immediately prior to such Distribution Date and (2) the total amount of any Subsequent Recovery distributed on such Distribution Date to such Certificateholders, after application (for this purpose) to any more senior classes of such Certificates.

15


With respect to any Pool 2 Certificate other than the Notional Certificates, at the time of determination, the maximum specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate, as reduced by the amount of all principal distributions previously made with respect to such Certificate, and all Realized Losses allocated to such Certificate and, in the case of a Subordinate Certificate, any Subordinate Certificate Writedown Amount allocated to such Certificates; provided, however, that on any Distribution Date on which a Subsequent Recovery for Pool 2 is distributed, the Certificate Principal Amount of any Class of related Certificates then outstanding for which any Realized Loss or any Subordinate Certificate Writedown Amount has been applied will be increased, in order of seniority, by an amount equal to the lesser of (i) the amount the Class of Certificates has been reduced by any Realized Losses or any Subordinate Certificate Writedown Amount which have not been previously offset by any Subsequent Recovery pursuant to this proviso and (ii) the total amount of any Subsequent Recovery for Pool 2 distributed on such date to Certificateholders (as reduced (x) by increases in the Certificate Principal Amount of more senior Classes of Certificates related to Pool 2 on such Distribution Date and (y) to reflect a proportionate amount of what would (but for this clause (y) have been the increases in the Certificate Principal Amount of Classes of Certificates related to such Mortgage Pool of equal seniority on such Distribution Date). For purposes of Article V hereof, unless specifically provided to the contrary, Certificate Principal Amounts shall be determined as of the close of business of the immediately preceding Distribution Date, after giving effect to all distributions made on such date. Notional Certificates are issued without Certificate Principal Amounts.
 
Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 3.02.
 
Certification Parties: As defined in Section 6.20(e)(iv).
 
Certifying Person: As defined in Section 6.20(e)(iv).
 
Class: All Certificates bearing the same class designation, and, in the case of each REMIC, all interests bearing the same designation.
 
Class 1-AP Reserve Fund: As defined in Section 5.13(a).
 
Class 2-AP Reserve Fund: As defined in Section 5.13(a).
 
Class B Certificate: Any Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-B6 Certificates.
 
Class C Distributable Amount: For each Distribution Date on and prior to the Distribution Date occurring on the 1-X Component Account Termination Date, an amount equal to the lesser of (a) aggregate investment earnings on the 1-X Component Account for the related Collection Period and (b) the amount on deposit in the 1-X Component Account on such Distribution Date, after taking into account any payments made from the 1-X Component Account on such Distribution Date to the 1-X Component of the Class X Certificates. On the Distribution Date occurring on the 1-X Component Account Termination Date, an amount equal to the entire amount remaining on deposit in the 1-X Component Account after making the payments set forth in the preceding sentence.
 
16

 
Class C Mortgage Loan: Any Mortgage Loan which has become a Liquidated Mortgage Loan on or prior to the Collection Period ending on March 1, 2010.
 
Class I Shortfalls: Not applicable.
 
Class Notional Amount: With respect to each Class of Notional Certificates the applicable class notional amount calculated as provided in the Preliminary Statement hereto.
 
Class P Certificate: Any Class 1-AP and Class 2-AP Certificate.
 
Class P Reserve Funds: The Class 1-AP Reserve Fund and the Class 2-AP Reserve Fund.
 
Class Principal Amount: With respect to each Class of Certificates other than any Class of Notional Certificates or the Class R-I, Class C and Class X Certificates, the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination. With respect to each Class of Notional Certificates, Class R-I and Class X Certificates, zero.
 
Class R Certificate: Any Class R-I or Class R-II Certificate.
 
Class R-I Certificate: The Class R-I Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the sole class of residual interest in REMIC I-3 as well as ownership of the Class LTI1-R Interest in REMIC I-1 and the Class LTI2-R Interest in REMIC I-2.

Class R-II Certificate: The Class R-II Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the sole class of residual interest in REMIC II-2 and the Class LTII1-R Interest in REMIC II-1.

Clearing Agency: An organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As of the Closing Date, the Clearing Agency shall be The Depository Trust Company.
 
Clearing Agency Participant: A broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.
 
Clearstream: Clearstream Banking, société anonyme, and any successor thereto.
 
Closing Date: September 28, 2007.
 
Code: The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.
 
17

 
Collateral Account: Not applicable.
 
Collection Account: A separate account established and maintained by the Master Servicer pursuant to Section 4.01.
 
Collection Period: With respect to any Distribution Date, the period commencing on the second day of the month immediately preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.
 
Commission: The Securities and Exchange Commission.
 
Compensating Interest Payment: With respect to any Distribution Date, and prepayments in full or in part, an amount equal to the aggregate amount of any Prepayment Interest Shortfalls required to be paid by the Servicers with respect to such Distribution Date and if indicated in the relevant Servicing Agreement, up to an amount equal to the aggregate of the Servicing Fees received on the Mortgage Loans serviced by it. The Master Servicer shall not be responsible to make any Compensating Interest Payment.
 
Controlling Person: With respect to any Person, any other Person who “controls” such Person within the meaning of the Securities Act.
 
Conventional Loan: Not applicable.
 
Converted Mortgage Loan: Not applicable.
 
Convertible Mortgage Loan: Not applicable.
 
Cooperative Corporation: The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.
 
Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.
 
Cooperative Loan Documents: As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation).
 
18

 
Cooperative Property: The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.
 
Cooperative Shares: Shares issued by a Cooperative Corporation.
 
Cooperative Unit: A single-family dwelling located in a Cooperative Property.
 
Corporate Trust Office: With respect to the Trustee, 452 Fifth Avenue, New York, New York 10018, Attention: CTLA - Structured Finance, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator or the principal corporate trust office of any successor trustee. With respect to the Securities Administrator, for purposes of presentment of Certificates for registration of transfer, exchange or final payment, the principal corporate trust office located at Sixth Street and Marquette Avenue, Minneapolis, MN 55479, Attention: Client Service Manager SARM 2007-9 and for all other purposes is located at 9062 Old Annapolis Road, Columbia, MD 21045 Attention: Client Service Manager - SARM 2007-9, or such other address that the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Trustee and the Master Servicer.

Corresponding Certificates: The Class or Classes of Certificates that corresponds to a class of Lower Tier Interests in REMIC II-1 and as described in the Preliminary Statement.
 
Corresponding Class: The Class of Certificates that corresponds to a class of Lower Tier Interests in REMIC I-1 and as described in the Preliminary Statement.
 
Credit Score: With respect to any Mortgage Loan, a numerical assessment of default risk with respect to the Mortgagor under such Mortgage Loan, determined on the basis of a methodology developed by Fair, Isaac & Co., Inc.
 
Credit Support Depletion Date: For Pool 2, the Distribution Date on which, after giving effect to all distributions on such date, the aggregate Certificate Principal Amount of the related Subordinate Certificates is reduced to zero.
 
Credit Support Percentage: As to any Class of Pool 2 Subordinate Certificates (other than the lowest ranking Class) and any Distribution Date, the sum of the Subordinate Class Percentages of all Classes of Certificates that rank lower in priority than such Class (without giving effect to distributions on such date).
 
Cumulative Loss Trigger Event: For Pool 1, a Cumulative Loss Trigger Event will have occurred if on any Distribution Date, the fraction, expressed as a percentage, obtained by dividing (x) the aggregate amount of cumulative Realized Losses incurred on the Pool 1 Mortgage Loans from the Cut-off Date through the last day of the related Collection Period by (y) the Cut-off Date Balance of the Pool 1 Mortgage Loans, exceeds the following applicable percentages with respect to such Distribution Date:
 
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Distribution Date
 
Loss Percentage
     
October 2009 through September 2010
 
0.20% for the first month plus an additional 1/12th of 0.60% for each month thereafter
     
October 2010 through September 2011
 
0.80% for the first month plus an additional 1/12th of 0.80% for each month thereafter
     
October 2011 through September 2012
 
1.60% for the first month plus an additional 1/12th of 0.40% for each month thereafter
     
October 2012 to September 2013
 
2.00% for the first month plus an additional 1/12th of 0.25% for each month thereafter
     
October 2013 and thereafter
 
2.25%
 
Current Interest: For any class of Senior Certificates or Subordinate Certificates and any Distribution Date, the aggregate amount of interest accrued at the applicable Certificate Interest Rate during the related Accrual Period on the Class Principal Amount or Class Notional Amount of such Class immediately prior to such Distribution Date.
 
Custodial Agreement: Each custodial agreement attached as Exhibit K hereto, and any custodial agreement subsequently executed by the Trustee and the applicable Custodian substantially in the form thereof.
 
Custodian: Each custodian appointed by the Trustee pursuant to a Custodial Agreement, and any successor thereto. The initial Custodians are LaSalle Bank National Association, U.S. Bank National Association and Wells Fargo Bank, N.A.
 
Cut-off Date: September 1, 2007.
 
Cut-off Date Aggregate Principal Balance: The Scheduled Principal Balances of the Mortgage Loans as of the Cut-off Date.
 
Debt Service Reduction: With respect to any Mortgage Loan in Pool 2, a reduction of the Scheduled Payment that the related Mortgagor is obligated to pay on any Due Date as a result of any proceeding under Bankruptcy law or any similar proceeding. The principal portion of Debt Service Reductions will not be allocated in reduction of the Certificate Principal Amounts of any Certificates.
 
Defaulting Party: Not applicable.
 
Deferred Amount: For each Distribution Date and for each class of Pool 1 Certificates, the amount by which the aggregate of Applied Loss Amounts previously applied in reduction of the Class Principal Amount thereof exceeds the sum of (1) the aggregate of amounts previously distributed in reimbursement thereof and (2) the amount by which the Class Principal Amount of such class has been increased due to any Subsequent Recovery.
 
Deferred Interest: Not Applicable.
 
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Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, which valuation results from a proceeding under Bankruptcy law or any similar proceeding.
 
Definitive Certificate: A Certificate of any Class issued in definitive, fully registered, certificated form.
 
Deleted Loan REMIC: Not Applicable.
 
Deleted Loan REMIC Interest: Not Applicable.
 
Deleted Loan REMIC Regular Interest: Not Applicable.
 
Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms hereof or as to which one or more Qualifying Substitute Mortgage Loans are substituted therefor.
 
Delinquency Event: For Pool 1, a Delinquency Event will have occurred if on any Distribution Date, the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding month equals or exceeds 36.65% of the Senior Enhancement Percentage for Pool 1 for such Distribution Date.
 
Delinquency Rate: For Pool 1 and for any month, the fraction, expressed as a percentage, the numerator of which is the aggregate outstanding principal balance of all Pool 1 Mortgage Loans which are 60 or more days delinquent (including all foreclosures, bankruptcies and REO Properties) as of the close of business on the last day of such month, and the denominator of which is the Pool Balance for Pool 1 as of the close of business on the last day of such month.
 
Deposit Date: With respect to each Distribution Date, the Business Day immediately preceding such Distribution Date.
 
Depositor: Structured Asset Securities Corporation, a Delaware corporation having its principal place of business in New York, or its successors in interest.
 
Designated Rate: Not applicable.
 
Determination Date: With respect to each Distribution Date, the Remittance Date immediately preceding such Distribution Date.
 
Direct Obligations: As defined in the definition of Eligible Investments.
 
Discount Mortgage Loan: None.
 
Disqualified Organization: Either (i) the United States, (ii) any state or political subdivision thereof, (iii) any foreign government, (iv) any international organization, (v) any agency or instrumentality of any of the foregoing, (vi) any tax-exempt organization (other than a cooperative described in section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by section 511 of the Code, (vii) any organization described in section 1381(a)(2)(C) of the Code, (viii) any “electing large partnership” described in section 775 of the Code, or (ix) any other entity designated as a Disqualified Organization by relevant legislation amending the REMIC Provisions and in effect at or proposed to be effective as of the time of the determination. In addition, a corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax and, with the exception of the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such governmental unit.
 
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Distressed Mortgage Loan: Any Mortgage Loan which is more than 90 days delinquent or for which the Servicer has accepted a deed in lieu of foreclosure.
 
Distribution Date: The 25th day of each month, or, if such 25th day is not a Business Day, the next succeeding Business Day commencing in October 2007.
 
DTC: The Depository Trust Company.
 
Due Date: With respect to any Mortgage Loan, the date on which a Scheduled Payment is due under the related Mortgage Note.
 
Due Period: With respect to any Distribution Date, the period commencing on the second day of the month immediately preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.
 
Eligible Account: Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company acceptable to the Rating Agencies or (ii) an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt or deposit obligations of such holding company or depository institution, as the case may be) have been rated by each Rating Agency in its highest short-term rating category, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Securities Administrator or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, in a manner acceptable to the Securities Administrator, the NIMS Insurer and the Rating Agencies. Eligible Accounts may bear interest.
 
Eligible Investments: Any one or more of the following obligations or securities:
 
(i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America (“Direct Obligations”);
 
(ii) federal funds, or demand and time deposits in, certificates of deposits of, or bankers’ acceptances issued by, any depository institution or trust company (including U.S. subsidiaries of foreign depositories and the Securities Administrator or any agent of the Securities Administrator, acting in its respective commercial capacity) incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as at the time of investment or the contractual commitment providing for such investment the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short-term debt or deposit obligations of such holding company or deposit institution, as the case may be) have been rated by each Rating Agency in its highest short-term rating category or one of its two highest long-term rating categories;
 
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(iii) repurchase agreements collateralized by Direct Obligations or securities guaranteed by GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities Investors’ Protection Corporation jurisdiction or any commercial bank insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed obligation rated by each Rating Agency in its highest short-term rating category;
 
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which have a credit rating from each Rating Agency, at the time of investment or the contractual commitment providing for such investment, at least equal to one of the two highest short-term credit ratings of each Rating Agency; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust Fund to exceed 20% of the sum of the Aggregate Principal Balance and the aggregate principal amount of all Eligible Investments in the Certificate Account; provided, further, that such securities will not be Eligible Investments if they are published as being under review with negative implications from either Rating Agency;
 
(v) commercial paper (including both non interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 180 days after the date of issuance thereof) rated by each Rating Agency in its highest short-term rating category;
 
(vi) a Qualified GIC;
 
(vii) certificates or receipts representing direct ownership interests in future interest or principal payments on obligations of the United States of America or its agencies or instrumentalities (which obligations are backed by the full faith and credit of the United States of America) held by a custodian in safekeeping on behalf of the holders of such receipts; and
 
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(viii) any other demand, money market fund, common trust fund or time deposit or obligation, or interest-bearing or other security or investment (including those managed or advised by the Securities Administrator or any Affiliate thereof) approved by the NIMS Insurer, (A) rated in the highest rating category by each Rating Agency (if rated by such Rating Agency) or (B) that would not adversely affect the then current rating by either Rating Agency of any of the Certificates or the NIM Securities and has a short term rating of at least “A-1” or its equivalent by each Rating Agency. Such investments in this subsection (viii) may include money market mutual funds or common trust funds, including any fund for which Wells Fargo Bank, N.A., in its capacity other than as Securities Administrator, the Master Servicer or an affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) any such Person or an Affiliate thereof charges and collects fees and expenses from such funds for services rendered, (ii) any such Person or an Affiliate thereof charges and collects fees and expenses for services rendered pursuant to this Agreement, and (iii) services performed for such funds and pursuant to this Agreement may converge at any time. Any such Person or an Affiliate thereof is hereby authorized to charge and collect from the Trust Fund such fees as are collected from all investors in such funds for services rendered to such funds (but not to exceed investment earnings thereon);
 
provided, however, that (x) no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations and (y) each such investment must be a “permitted investment” within the meaning of Section 860G(a)(5) of the Code.
 
ERISA: The Employee Retirement Income Security Act of 1974, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Labor regulations issued pursuant thereto in temporary or final form.
 
ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private placement that would satisfy the requirements of the Underwriter’s Exemption, except, in relevant part, for the requirement that the certificates have received a rating at the time of acquisition that is in one of the three (or four, in the case of a “designated transaction”) highest generic rating categories by at least one of the Rating Agencies.
 
ERISA-Restricted Certificate: Any Class 2-B4, Class 2-B5 or Class 2-B6, Certificate and any other Certificate, as long as the acquisition and holding of such Certificate is not covered by and exempt under the Underwriter’s Exemption.
 
ERISA-Restricted Swap Certificate: Not applicable.
 
Escrow Account: Any account established and maintained by a Servicer pursuant to the applicable Servicing Agreement.
 
Euroclear: Euroclear S.A./N.V., as operator of the Euroclear System.
 
Event of Default: Any one of the conditions or circumstances enumerated in Section 6.14(a).
 
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Excess Interest: On any Distribution Date, for each Class of Pool 1 Senior P&I Certificates, the excess, if any, of (1) the amount of interest such Class of Certificates is entitled to receive on such Distribution Date over (2) the amount of interest such Class of Certificates would have been entitled to receive on such Distribution Date at an interest rate equal to the applicable REMIC Pass-Through Rate.
 
Excess Loss: Any Bankruptcy Loss, or portion thereof, on the Mortgage Loans in Pool 2 in excess of the then-applicable Bankruptcy Loss Limit, any Fraud Loss, or portion thereof, on the Mortgage Loans in Pool 2 in excess of the then-applicable Fraud Loss Limit, and any Special Hazard Loss, or portion thereof, on the Mortgage Loans in Pool 2 in excess of the then-applicable Special Hazard Loss Limit.
 
Excess REMIC Payments: Not applicable.
 
Exchange Act: The Securities Exchange Act of 1934, as amended.
 
Exchange Act Signing Party: Either the Depositor or the Master Servicer, to be determined by mutual agreement between such parties.
 
Extended Period: As defined in Section 10.04(b).
 
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
 
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
 
Final Scheduled Distribution Date: For the Pool 1 Certificates (except the Class 1-AX Certificates) and the Pool 2 Certificates (except the Class 2-AX Certificates), the Distribution Date in October 2037. For the Class 1-AX Certificates, the Distribution Date in September 2012. For the Class 2-AX Certificates, the Distribution Date in July 2012.
 
Financial Intermediary: Not applicable.
 
Fitch: Fitch Ratings, Inc., or any successor in interest.
 
FNMA: The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.
 
Form 8-K Disclosure Information: As defined in Section 6.20(g)(i).
 
Form 10-K Certification: The certification required pursuant to Rule 13a-14 under the Exchange Act.
 
Fraud Loss: Any Realized Loss on a Liquidated Mortgage Loan sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, as reported by the applicable Servicer to the Master Servicer.
 
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Fraud Loss Limit: For Pool 2 and with respect to any Distribution Date (x) prior to the first anniversary of the Cut-off Date, $3,445,513.22, less the aggregate of Fraud Losses in Pool 2 since the Cut-off Date, (y) from the first anniversary to the third anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate principal balance of all the Mortgage Loans in Pool 2 as of the most recent anniversary of the Cut-off Date less (2) the aggregate of Fraud Losses in Pool 2 since the most recent anniversary of the Cut-off Date, and (z) from the third anniversary to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate principal balance of all the Mortgage Loans in Pool 2 as of the most recent anniversary of the Cut-off Date less (2) the aggregate of Fraud Losses in Pool 2 since the most recent anniversary of the Cut-off Date. On or after the fifth anniversary of the Cut-off Date, the Fraud Loss Limit shall be zero.

Funding Account: Not Applicable
 
Funding Amount: Not Applicable.
 
Global Securities: The global certificates representing the Book-Entry Certificates.
 
GNMA: The Government National Mortgage Association, a wholly owned corporate instrumentality of the United States within HUD.
 
Grantor Trust: Each of the “grantor trusts” (within the meaning of the Grantor Trust Provisions) described in Section 10.01 herein.
 
Grantor Trust Assets: Any Prepayment Penalty Amounts collected with respect to Pool 1 or Pool 2.
 
Grantor Trust Provisions: Subpart E of Subchapter J of the Code, including Treasury regulation section 301.7701-4(c)(2).
 
Holder or Certificateholder: The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Master Servicer, any Servicer, or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee and any NIMS Insurer shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. The Trustee and any NIMS Insurer may request and conclusively rely on certifications by the Depositor, the Master Servicer, any Servicer, in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer, such Servicer, respectively.
 
HUD: The United States Department of Housing and Urban Development, or any successor thereto.
 
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Indenture: An indenture relating to the issuance of notes secured by the Class X Certificates (or any portion thereof) which may or may not be guaranteed by a NIMS Insurer.
 
Independent: When used with respect to any Accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Securities and Exchange Commission’s Regulation S-X. When used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any Affiliate of such other Person, (b) does not have any material direct financial interest in such other Person or any Affiliate of such other Person, and (c) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.
 
Initial LIBOR Rate: Not applicable.
 
Initial MTA Rate: Not applicable.
 
Initial Net Mortgage Rate: Not applicable.
 
Initial Optional Termination Date: For Pool 1, the Distribution Date following the month in which the Pool Balance for Pool 1 initially declines to less than 10% of the Pool Balance for Pool 1 as of the Cut-off Date.
 
Initial Senior Enhancement Percentage: 6.20% for Pool 2.
 
Insurance Policy: Any Primary Mortgage Insurance Policy and any standard hazard insurance policy, flood insurance policy, earthquake insurance policy or title insurance policy relating to the Mortgage Loans or the Mortgaged Properties, to be in effect as of the Closing Date or thereafter during the term of this Agreement.
 
Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy, other than amounts (i) to cover expenses incurred by or on behalf of the applicable Servicer in connection with procuring such proceeds, (ii) to be applied to restoration or repair of the related Mortgaged Property or (iii) required to be paid over to the Mortgagor pursuant to law or the related Mortgage Note.
 
Interest Distribution Amount: Not applicable.
 
Interest Rate Cap Agreement: Not Applicable.
 
Interest Remittance Amount: For any Distribution Date and Pool 1, an amount equal to (a) the sum of (1) all interest collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans in Pool 1 during the related Collection Period by the Servicers, the Master Servicer or the Securities Administrator (solely in its capacity as successor master servicer) minus (x) the Servicing Fee with respect to such Mortgage Loans in Pool 1 and (y) previously unreimbursed Advances, unreimbursed servicing advances and other amounts due to the Master Servicer, the Servicers or the Securities Administrator (solely in its capacity as successor master servicer) with respect to such Mortgage Loans in Pool 1, to the extent allocable to interest, (2) all Compensating Interest paid by the Servicers with respect to such Mortgage Loans in Pool 1 with respect to the related Prepayment Period (or in the case of Mortgage Loans serviced by Aurora, the related Collection Period), (3) the portion of any purchase price or Substitution Amount paid with respect to such Mortgage Loans in Pool 1 during the related Prepayment Period (or in the case of Mortgage Loans serviced by Aurora, the related Collection Period) allocable to interest and (4) all Net Liquidation Proceeds and any other recoveries collected with respect to such Mortgage Loans in Pool 1 during the related Prepayment Period (or in the case of Mortgage Loans serviced by Aurora, the related Collection Period), to the extent allocable to interest, as reduced by (b) any costs, expenses or liabilities related to such Mortgage Pool and reimbursable to the Master Servicer, any Servicer, the Custodians, the Securities Administrator and the Trustee.
 
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Interest Shortfall: With respect to any Class of Certificates and any Distribution Date, any Accrued Certificate Interest not distributed (or added to principal) with respect to any previous Distribution Date, other than any Net Prepayment Interest Shortfalls.
 
Intervening Assignments: The original intervening assignments of the Mortgage, notice of transfer or equivalent instrument.
 
IRS: The Internal Revenue Service.
 
Latest Possible Maturity Date: The Distribution Date in October 2037.
 
Lehman Brothers Holdings: Lehman Brothers Holdings Inc., or any successor in interest.
 
LIBOR: With respect to each Accrual Period, a per annum rate determined on the LIBOR Determination Date in the following manner by the Securities Administrator on the basis of the “Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”) for six-month United States dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.
 
If on such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such date, the Securities Administrator will obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM” (US0006M). If such rate is not published for such LIBOR Determination Date, LIBOR for such date will be the most recently published Interest Settlement Rate. In the event that the BBA no longer sets an Interest Settlement Rate, the Securities Administrator will designate an alternative index that has performed, or that the Securities Administrator expects to perform, in a manner substantially similar to the BBA’s Interest Settlement Rate. The Securities Administrator will select a particular index as the alternative index only if it receives an Opinion of Counsel (a copy of which shall be furnished to any NIMS Insurer), which opinion shall be an expense reimbursed from the Certificate Account pursuant to Section 4.04, that the selection of such index will not cause any of the REMICs to lose their classification as REMICs for federal income tax purposes.
 
The establishment of LIBOR by the Securities Administrator and the Securities Administrator’s subsequent calculation of the Certificate Interest Rate applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding.
 
LIBOR Available Funds Cap: Not applicable.
 
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LIBOR Business Day: Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange.
 
LIBOR Certificate: After the Distribution Date in September 2012, the Class 1-A1 and Class 1-A2 Certificates.
 
LIBOR Component: Not applicable.
 
LIBOR Determination Date: The second LIBOR Business Day immediately preceding the commencement of each Accrual Period (other than the first Accrual Period) for any LIBOR Certificates.
 
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Master Servicer or the applicable Servicer has determined that all amounts that it expects to recover on behalf of the Trust Fund from or on account of such Mortgage Loan have been recovered.
 
Liquidation Expenses: Expenses that are incurred by the Master Servicer or any Servicer in connection with the liquidation of any defaulted Mortgage Loan and are not recoverable under the applicable Primary Mortgage Insurance Policy, including, without limitation, foreclosure and rehabilitation expenses, legal expenses and unreimbursed amounts expended pursuant to Sections 9.06, 9.16 or 9.22.
 
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale or otherwise, or the sale of the related Mortgaged Property (including any Additional Collateral) if the Mortgaged Property (including such Additional Collateral) is acquired in satisfaction of the Mortgage Loan, including any amounts remaining in the related Escrow Account.
 
Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio of the principal balance of such Mortgage Loan at origination, or such other date as is specified, to the Original Value thereof.
 
Losses: As defined in Section 10.03.
 
Lower Tier Interest: Any of the REMIC I-1 Interests, REMIC I-2 Interests or REMIC II-1 Interests.
 
M-1 Principal Distribution Amount: For any Distribution Date, an amount equal, on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, to the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates, after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class M-1 Certificates immediately prior to such Distribution Date exceeds (y) the M-1 Target Amount.
 
M-1 Target Amount: For any Distribution Date, an amount equal to the lesser of (a) the product of (1) 86.10% and (2) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
 
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M-2 Principal Distribution Amount: For any Distribution Date, an amount equal, on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, to the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class M-1 Certificates, after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class M-2 Certificates immediately prior to such Distribution Date exceeds (y) the M-2 Target Amount.
 
M-2 Target Amount: For any Distribution Date, an amount equal to the lesser of (a) the product of (1) 88.70% and (2) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
 
M-3 Principal Distribution Amount: For any Distribution Date, an amount equal, on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, to the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class M-1 and Class M-2 Certificates, after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class M-3 Certificates immediately prior to such Distribution Date exceeds (y) the M-3 Target Amount.
 
M-3 Target Amount: For any Distribution Date, an amount equal to the lesser of (a) the product of (1) 90.20% and (2) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
 
M-4 Principal Distribution Amount: For any Distribution Date, an amount equal, on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, to the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class M-1, Class M-2 and Class M-3 Certificates, after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class M-4 Certificates immediately prior to such Distribution Date exceeds (y) the M-4 Target Amount.
 
M-4 Target Amount: For any Distribution Date, an amount equal to the lesser of (a) the product of (1) 92.90% and (2) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
 
M-5 Principal Distribution Amount: For any Distribution Date, an amount equal, on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, to the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class M-1, Class M-2, Class M-3 and Class M-4 Certificates, after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class M-5 Certificates immediately prior to such Distribution Date exceeds (y) the M-5 Target Amount.
 
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M-5 Target Amount: For any Distribution Date, an amount equal to the lesser of (a) the product of (1) 93.90% and (2) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
 
M-6 Principal Distribution Amount: For any Distribution Date, an amount equal, on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, to the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class M-6 Certificates immediately prior to such Distribution Date exceeds (y) the M-6 Target Amount.
 
M-6 Target Amount: For any Distribution Date, an amount equal to the lesser of (a) the product of (1) 95.20% and (2) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
 
M-7 Principal Distribution Amount: For any Distribution Date, an amount equal, on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, to the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class M-7 Certificates immediately prior to such Distribution Date exceeds (y) the M-7 Target Amount.
 
M-7 Target Amount: For any Distribution Date, an amount equal to the lesser of (a) the product of (1) 96.40% and (2) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance of Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
 
Maintenance: Not applicable.
 
Master Servicer: Aurora Loan Services LLC, or any successor in interest, or if any successor master servicer shall be appointed as herein provided, then such successor master servicer.
 
Master Servicing Fee: As to any Distribution Date and each Mortgage Loan, an amount equal to the product of the Master Servicing Fee Rate and the Scheduled Principal Balance of such Mortgage Loan as of the first day of the related Due Period. The Master Servicing Fee for any Mortgage Loan shall be payable in respect of any Distribution Date solely from the interest portion of the Scheduled Payment or other payment or recovery with respect to such Mortgage Loan.
 
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Master Servicing Fee Rate: With respect to each Mortgage Loan (other than any Participation), 0.000% per annum.
 
Material Defect: As defined in Section 2.02(c) hereof.
 
MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.
 
MERS Mortgage Loan: Any Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage, has been or will be recorded in the name of MERS, as agent for the holder from time to time of the Mortgage Note.
 
Monthly Excess Cashflow: For Pool 1 and for any Distribution Date, an amount equal to the sum of (i) the Monthly Excess Interest for such Distribution Date, (ii) the Overcollateralization Release Amount for such Distribution Date and (iii) any remaining Principal Distribution Amount for Pool 1 for such Distribution Date, available for distribution pursuant to Section 5.02(c)(i)(D) or Section 5.02(c)(ii)(J) hereof.
 
Monthly Excess Interest: With respect to any Distribution Date, the amount of any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (iii) of Section 5.02(b) on such date.
 
Moody’s: Moody's Investors Services, Inc, or any successor in interest.
 
Mortgage: A mortgage, deed of trust or other instrument encumbering a fee simple interest in real property securing a Mortgage Note, together with improvements thereto.
 
Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage Loan required to be delivered to the Trustee or a Custodian pursuant to this Agreement.
 
Mortgage Loan: A Mortgage and the related notes or other evidences of indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned to or deposited with the Trustee or the applicable Custodian pursuant to Section 2.01 or Section 2.05, including without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time. In addition, as used herein the term “Mortgage Loan” includes the Participations, except where otherwise specified or where the context requires otherwise.
 
Mortgage Loan Sale Agreement: The agreement, dated as of September 1, 2007, for the sale of certain Mortgage Loans by Lehman Brothers Holdings to the Depositor.
 
Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which shall identify each Mortgage Loan, as such schedule may be amended from time to time to reflect the addition of Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund. The Mortgage Loan Schedule shall include, among other information agreed upon by the Depositor, the Master Servicer, the applicable Servicer, the Securities Administrator, data fields specifying the terms and method of calculation of any Prepayment Penalty Amount with respect to each Mortgage Loan. The Depositor shall be responsible for providing the Custodians, the Trustee, the Securities Administrator and the Master Servicer with all amendments to the Mortgage Loan Schedule.
 
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Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage under a Mortgage Loan.
 
Mortgage Pool: Either of Pool 1 or Pool 2.
 
Mortgage Rate: As to any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan.
 
Mortgaged Property: Either of (x) the fee simple interest in real property, together with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of the related Mortgage Loan proceeds, or (y) in the case of a Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.
 
Mortgagor: The obligor on a Mortgage Note.
 
Negative Amortization: Not applicable.
 
Negative Amortization Certificate: None.
 
Net Funds Cap: With respect to any Distribution Date and for the Pool 1 Certificates (other than the Class 1-AX Certificates), an annual rate equal to a fraction, expressed as a percentage, the numerator of which is the product of (1) the Optimal Interest Remittance Amount for such date and (2) 12, and the denominator of which is the Pool Balance for Pool 1 as of the first day of the related Collection Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date). With respect to any Distribution Date and for the Class 1-AX Certificates, an annual rate equal to the Net Funds Cap described in the preceding sentence minus 6.00%.
 
Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds net of unreimbursed expenses incurred in connection with liquidation or foreclosure and unreimbursed Advances, Servicing Advances and Servicing Fees received and retained in connection with the liquidation of such Mortgage Loan.
 
Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum of the applicable Master Servicing Fee Rate, Servicing Fee Rate, Securities Administrator Fee Rate and any mortgage insurance premium rate (if applicable).
 
Net Prepayment Interest Shortfall: With respect to any Deposit Date, the excess, if any, of any Prepayment Interest Shortfalls with respect to the Mortgage Loans in such Mortgage Pool for such date over the sum of any amounts paid by the applicable Servicer with respect to such shortfalls and any amount that is required to be paid by the Master Servicer in respect of such shortfalls pursuant to this Agreement.
 
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Net Swap Payment: Not applicable.
 
Net WAC: With respect to each Mortgage Pool or portion thereof and any Distribution Date, the weighted average of Net Mortgage Rates of the Mortgage Loans in the related Mortgage Pool or portion thereof at the beginning of the related Due Period, weighted on the basis of their Scheduled Principal Balances at the beginning of the related Due Period.
 
NIM Redemption Amount: As defined in Section 7.01(b).
 
NIM Securities: Any net interest margin securities issued subsequent to the Closing Date by an owner trust or other special purpose entity, the principal assets of such trust or other entity including the Class X or Class 1-AP Certificates and the payments received thereon, which principal assets back such securities.
 
NIMS Agreement: Any agreement pursuant to which any NIM Securities are issued.
 
NIMS Insurer: One or more insurers issuing financial guaranty insurance policies in connection with the issuance of NIM Securities.
 
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry Certificate.
 
Non-Discount Mortgage Loan: Not applicable.
 
Non-MERS Mortgage Loan: Any Mortgage Loan other than a MERS Mortgage Loan.
 
Non-permitted Foreign Holder: As defined in Section 3.03(f).
 
Non-U.S. Person: Any person other than (i) a citizen or resident of the United States; (ii) a corporation (or entity treated as a corporation for tax purposes) created or organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia; (iii) a partnership (or entity treated as a partnership for tax purposes) organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia (unless provided otherwise by future Treasury regulations); (iv) an estate whose income is includible in gross income for United States income tax purposes regardless of its source; or (v) 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 U.S. Persons have authority to control all substantial decisions of the trust. Notwithstanding the last clause of the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as U.S. Persons prior to such date, may elect to continue to be U.S. Persons.
 
Notional Amount: With respect to any Notional Certificate and any Distribution Date, such Certificate’s Percentage Interest of the Class Notional Amount of such Class of Certificates for such Distribution Date.
 
Notional Certificate: The Class 1-AX and Class 2-AX Certificates.
 
Notional Component: Not applicable.
 
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Offering Document: Either of the private placement memorandum dated September 27, 2007 relating to the Privately Offered Certificates or the Prospectus.
 
Officer’s Certificate: A certificate signed by the Chairman of the Board, any Vice Chairman, the President, any Vice President or any Assistant Vice President of a Person, and in each case delivered to the Trustee or the Securities Administrator, as applicable.
 
One-Year MTA: Not applicable.
 
Opinion of Counsel: A written opinion of counsel, reasonably acceptable in form and substance to the Trustee or the Securities Administrator, as applicable and who may be in-house or outside counsel to the Depositor, the Master Servicer or the applicable Servicer but which must be Independent outside counsel with respect to any such opinion of counsel concerning the transfer of any Residual Certificate or concerning certain matters with respect to ERISA, or the taxation, or the federal income tax status, of each REMIC. For purpose of Section 2.01(c)(i), the Opinion of Counsel referred to therein may take the form of a memorandum of law or other acceptable assurance. Any such opinion of counsel shall not be at the expense of the Trustee or Securities Administrator.
 
Optimal Interest Remittance Amount: For Pool 1 and for each Distribution Date, the product of (A) (x) the weighted average of the Net Mortgage Rates for the Pool 1 Mortgage Loans based on their Scheduled Principal Balances as of the first day of the related Collection Period divided by (y) 12 and (B) the Pool Balance for Pool 1 as of the first day of the related Collection Period (not including for this purpose Pool 1 Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date).

Original Credit Support Percentage: With respect to any Class of Pool 2 Subordinate Certificates, the Credit Support Percentage with respect to such Class on the Closing Date.
 
Original Group Subordinate Amount: The Subordinate Amount for Pool 2 as of the first Distribution Date.
 
Original Value: The lesser of (a) the Appraised Value of a Mortgaged Property at the time the related Mortgage Loan was originated and (b) if the Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price paid for the Mortgaged Property by the Mortgagor at the time the related Mortgage Loan was originated.
 
Originators: The Bank, Countrywide Home Loans, Inc., GreenPoint Mortgage Funding, Inc., Netbank, Sovereign Bank FSB and Wells Fargo Home Mortgage.
 
Overcollateralization Amount: For Pool 1 and for any Distribution Date, the amount, if any, by which (x) the Pool Balance for Pool 1 for such Distribution Date exceeds (y) the aggregate Class Principal Amount of the Pool 1 Certificates after giving effect to distributions on such Distribution Date.
 
Overcollateralization Deficiency: For Pool 1 and for any Distribution Date, the amount, if any, by which (x) the Targeted Overcollateralization Amount exceeds (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the Certificate Principal Amounts of the Pool 1 Certificates resulting from the distribution of the Principal Distribution Amount relating to Pool 1, but prior to allocation of any Applied Loss Amount on such Distribution Date to the Pool 1 Certificates.
 
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Overcollateralization Floor: For Pool 1, an amount equal to 0.35% of the Pool Balance for Pool 1 as of the Cut-off Date.
 
Overcollateralization Release Amount: For any Distribution Date, an amount equal to the lesser of (x) the Principal Remittance Amount related to the Pool 1 Mortgage Loans for such Distribution Date and (y) the amount, if any, by which (1) the Overcollateralization Amount for such date (calculated for this purpose on the basis of the assumption that 100% of the Principal Remittance Amount for Pool 1 for such date is applied in reduction of the Certificate Principal Amounts of the Pool 1 Certificates) exceeds (2) the Targeted Overcollateralization Amount.
 
Parent PowerSM Loan: Not applicable.
 
Participation Agreement: Not applicable.
 
Participation: Not applicable.
 
Participation Schedule: Not applicable.
 
Payahead: Generally any Scheduled Payment intended by the related borrower to be applied in a Collection Period subsequent to the Collection Period in which such payment was received.
 
Paying Agent: Any paying agent appointed pursuant to Section 3.08.
 
PCAOB: The Public Company Accounting Oversight Board.
 
Percentage Interest: When used to establish minimum denominations and otherwise with respect to a class of Certificates other than the Class X, Class P and Class R Certificates, the fraction, expressed as a percentage, the numerator of which is that Certificate’s Certificate Principal Amount or Notional Amount and the denominator of which is the applicable Class Principal Amount or Class Notional Amount. When used to determine voting rights of Certificateholders, for any Certificate other than a Notional Certificate or the Class X, Class P and Class R Certificates, the fraction, expressed as a percentage, the numerator of which is that Certificate’s Certificate Principal Amount and the denominator of which is the total of the Class Principal Amounts of all such classes of Certificates; and the Percentage Interest of a Notional Certificate will be the fraction, expressed as a percentage, the numerator of which is that Certificate’s Notional Amount and the denominator of which is the total of the Class Notional Amounts of all such Classes of Certificates. With respect to any Class X, Class P and Class R Certificates, the Percentage Interest evidenced thereby shall be as specified on the face thereof.
 
Permitted Servicing Amendment: Any amendment to any Servicing Agreement pursuant to Section 11.03(a)(iii) hereunder in connection with any servicing transfer or transfer of any servicing rights. 
 
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Permitted Transferee: As defined in Section 3.03(f).
 
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
Plan: As defined in Section 3.03(d).
 
Placement Agent: Lehman Brothers Inc.
 
Plan Asset Regulations: Not applicable.
 
Pledged Asset Loan-to-Value Ratio: Not applicable.
 
Pledged Asset Mortgage Loan: Not applicable.
 
Pool 1: The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 1.
 
Pool 1 Certificate: Any of the Class 1-A1, Class 1-A2, Class 1-AX, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates.
 
Pool 1 Net Rate: Not applicable.
 
Pool 1 Net WAC: With respect to any Distribution Date (and the related Accrual Period), a per annum rate equal to a fraction, expressed as a percentage, the numerator of which is the product of (i) the Optimal Interest Remittance Amount for Pool 1 for such date and (ii) 12, and the denominator of which is the Aggregate Loan Balance for Pool 1 as of the first day of the related Collection Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date).
 
Pool 1 Senior Certificate: Any of the Class 1-A1, Class 1-A2 or Class 1-AX Certificates.
 
Pool 1 Senior P&I Certificate: Any of the Class 1-A1 or Class 1-A2 Certificates.
 
Pool 1 Senior Priority: The priority of distributions on the Pool 1 Senior Certificates described in Section 5.02(c)(i)(B).
 
Pool 1 Subordinate Certificate: Any of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates.
 
Pool 1 Subordinate Priority: To the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, sequentially in that order.
 
Pool 2: The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 2.
 
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Pool 2 Certificate: Any of the Class R-II, Class 2-A1, Class 2-A2, Class 2-AX, Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-B6 Certificates. The Pool 2 Certificates are related to Pool 2.
 
Pool 2 Senior Certificate: Any of the Class R-II, Class 2-A1, Class 2-A2 or Class 2-AX Certificates.
 
Pool 2 Subordinate Certificate: Any of the Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-B6 Certificates.
 
Pool Balance: As to each Mortgage Pool and any Distribution Date, the sum of the Scheduled Principal Balance of the Mortgage Loans included in such Mortgage Pool.
 
Prepayment Interest Excess: With respect to any Distribution Date and any Principal Prepayment in full received on the Mortgage Loans serviced by Aurora from the first day through the sixteenth day of the month during which such Distribution Date occurs, all amounts paid in respect of interest at the applicable Net Mortgage Rate on such Principal Prepayment in full.
 
Prepayment Interest Shortfall: With respect to any Distribution Date and (x) with respect to those Mortgage Loans serviced by Servicers other than Countrywide Home Loans Servicing LP, any Principal Prepayment in part and, with respect to those Mortgage Loans serviced by Servicers other than Aurora and Countrywide Home Loans Servicing LP, any Principal Prepayment in full, if received during the month immediately preceding the month of such Distribution Date, (y) any Principal Prepayment in full with respect to those Mortgage Loans serviced by Aurora if received on or after the seventeenth day of the month immediately preceding the month of such Distribution Date but on or before the last day of the month immediately preceding the month of such Distribution Date and (z) any Principal Prepayment in full or in part with respect to those Mortgage Loans serviced by Countrywide Home Loans Servicing LP if received on or after the second day of the month immediately preceding the month of such Distribution Date but on or before the last day of the month immediately preceding the month of such Distribution Date, the difference between (i) one full month’s interest at the applicable Mortgage Rate (after giving effect to any applicable Relief Act Reduction), as reduced by the applicable Servicing Fee Rate and the Master Servicing Fee Rate on the outstanding principal balance of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest actually received with respect to such Mortgage Loan in connection with such Principal Prepayment.
 
Prepayment Penalty Amounts: With respect to any Distribution Date, all premiums or charges paid by the obligors under the related Mortgage Notes due to Principal Prepayments, if any, collected by the applicable Servicer and forwarded to the Collection Account pursuant to, and if required by, the applicable Servicing Agreement during the immediately preceding Prepayment Period, if any.
 
Prepayment Period: For each Distribution Date and for any Principal Prepayment in part or in full (including any liquidation) (except Principal Prepayments in part or in full received by Countrywide Home Loans Servicing LP and Principal Prepayments in full received by Aurora), the calendar month immediately preceding the month in which such Distribution Date occurs. For each Distribution Date and a Principal Prepayment in full (including any liquidation) received by Aurora, the period from the seventeenth (or, in the case of the first Distribution Date, the first) day of the month immediately preceding the month of such Distribution Date through the sixteenth day of the month of such Distribution Date. For each Distribution Date and for a Principal Prepayment in part or in full (including any liquidation) received by Countrywide Servicing related to each Distribution Date, the 2nd day (or, in the case of the first Distribution Date, the 1st) of the calendar month immediately preceding the month in which such Distribution Date occurs through the first day of the calendar month in which such Distribution Date occurs.
 
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Primary Mortgage Insurance Policy: Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as evidenced by a policy or certificate.
 
Principal Amount Schedules: Not applicable.
 
Principal Distribution Amount: For Pool 1 and for any Distribution Date, an amount equal to the Principal Remittance Amount for such date for Pool 1 minus the Overcollateralization Release Amount, if any, for such Distribution Date.
 
Principal Only Certificate: Not applicable.
 
Principal Prepayment: Any Mortgagor payment of principal or other recovery of principal on a Mortgage Loan that is recognized as having been received or recovered in advance of its scheduled Due Date and applied to reduce the principal balance of the Mortgage Loan in accordance with the terms of the Mortgage Note or the applicable Servicing Agreement.
 
Principal Remittance Amount: For Pool 1 and for any Distribution Date, an amount equal to (a) the sum of (1) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans in Pool 1 during the related Collection Period by the related Servicers or the Master Servicer (less unreimbursed Advances due to the Master Servicer, any Servicer or the Securities Administrator (solely in its capacity as successor master servicer) with respect to such Mortgage Loans, to the extent allocable to principal, and any unreimbursed servicing advances), (2) all prepayments in full or in part received on the Mortgage Loans in Pool 1 during the related Prepayment Period (or in the case of Mortgage Loans serviced by Aurora, the related Collection Period), (3) the outstanding principal balance of each Mortgage Loan in Pool 1 that was repurchased by the Seller or the related Transferor during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, the related Collection Period) or the NIMS Insurer (in the case of certain Mortgage Loans 90 days or more delinquent), (4) the principal portion of any Substitution Amount paid with respect to any replaced Mortgage Loan in Pool 1 during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, the related Collection Period) allocable to principal and (5) all Net Liquidation Proceeds, Insurance Proceeds and any other recoveries collected with respect to the Mortgage Loans in Pool 1 during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, the related Collection Period), to the extent allocable to principal, minus (b) any other costs, expenses or liabilities reimbursable to the Master Servicer, a Servicer, the Securities Administrator, the Custodians and the Trustee as applicable to Pool 1 from the Interest Remittance Amount described in clause (b) of the definition thereof and not reimbursed therefrom or otherwise.
 
Privately Offered Certificates: The Class 2-B4, Class 2-B5, Class 2-B6, the Class 1-AP and Class 2-AP Certificates.
 
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Proceeding: Not applicable.
 
Proprietary Lease: With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.
 
Prospectus: The prospectus supplement dated September 27, 2007, together with the accompanying prospectus dated August 16, 2007, relating to the Senior Certificates and the Subordinate Certificates.
 
Purchase Price: For each Mortgage Loan repurchased hereunder, an amount equal to the sum of (a) 100% of the outstanding principal balance of such Mortgage Loans plus accrued interest thereon at the applicable Mortgage Rate from the date as to which interest was last paid to (but not including) the Due Date in the Collection Period immediately preceding the related Distribution Date, (b) the fair market value of all other property being repurchased relating to such Mortgage Loans (reduced, in the case of REO Property, by (1) reasonably anticipated disposition costs and (2) any amount by which the fair market value as so reduced exceeds the outstanding principal balance of the related Mortgage Loan plus accrued interest thereon at the applicable Mortgage Rate), (c) any unreimbursed servicing advances and amounts due to the Trustee, Master Servicer, Securities Administrator, Servicers and Custodians related to such Mortgage Loan for the related Distribution Date and (d) any costs and damages incurred by the Trust Fund (or the Trustee) in connection with any violation by such Mortgage Loan of any predatory- or abusive-lending law.
 
QIB: As defined in Section 3.03(c).
 
Qualified GIC: A guaranteed investment contract or surety bond providing for the investment of funds in the Collection Account or the Certificate Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall:
 
(a) be an obligation of an insurance company or other corporation whose long-term debt is rated by each Rating Agency in one of its two highest rating categories or, if such insurance company has no long-term debt, whose claims paying ability is rated by each Rating Agency in one of its two highest rating categories, and whose short-term debt is rated by each Rating Agency in its highest rating category;
 
(b) provide that the Trustee may exercise all of the rights under such contract or surety bond without the necessity of taking any action by any other Person;
 
(c) provide that if at any time the then current credit standing of the obligor under such guaranteed investment contract is such that continued investment pursuant to such contract of funds would result in a downgrading of any rating of the Certificates or the NIM Securities, the Trustee shall terminate such contract without penalty and be entitled to the return of all funds previously invested thereunder, together with accrued interest thereon at the interest rate provided under such contract to the date of delivery of such funds to the Securities Administrator;
 
(d) provide that the Trustee’s interest therein shall be transferable to any successor trustee hereunder; and
 
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(e) provide that the funds reinvested thereunder and accrued interest thereon be returnable to the Collection Account or the Certificate Account, as the case may be, not later than the Business Day prior to any Distribution Date.
 
Qualified Insurer: Not applicable.
 
Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date of substitution, (i) has a Scheduled Principal Balance (together with that of any other mortgage loan substituted for the same Deleted Mortgage Loan) as of the Due Date in the month in which such substitution occurs not in excess of the Scheduled Principal Balance of the related Deleted Mortgage Loan, provided, however, that, to the extent that the Scheduled Principal Balance of such Mortgage Loan is less than the Scheduled Principal Balance of the related Deleted Mortgage Loan, then such differential in principal amount, together with interest thereon at the applicable Mortgage Rate net of the applicable Master Servicing Fee and the applicable Servicing Fee from the date as to which interest was last paid through the end of the Due Period in which such substitution occurs, shall be paid by the party effecting such substitution to the Master Servicer for deposit into the Collection Account, and shall be treated as a Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not lower than the Net Mortgage Rate of the related Deleted Mortgage Loan and will be a Discount Mortgage Loan if the Deleted Mortgage Loan was a Discount Mortgage Loan or a Non-Discount Mortgage Loan if the Deleted Mortgage Loan was a Non-Discount Mortgage Loan; (iii) has a remaining stated term to maturity not more than eighteen months longer than, and not more than eighteen months shorter than, the remaining term to stated maturity of the related Deleted Mortgage Loan; (iv) (A) has a Loan-to-Value Ratio as of the date of such substitution of not greater than 80%, provided, however, that if the related Deleted Mortgage Loan has a Loan-to-Value Ratio of greater than 80%, then the Loan-to-Value Ratio of such substitute Mortgage Loan may be greater than 80% but shall not be greater than the Loan-to-Value Ratio of the related Deleted Mortgage Loan and (B) the addition of such substitute Mortgage Loan does not increase the weighted average Loan-to-Value Ratio of the related Mortgage Pool by more than 5%; (v) will comply with all of the representations and warranties relating to Mortgage Loans set forth herein, as of the date as of which such substitution occurs; (vi) is not a Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative Loan; (vii) if applicable, has the same index as and a margin not less than that of the related Deleted Mortgage Loan; (viii) has not been delinquent for a period of more than 30 days more than once in the twelve months immediately preceding such date of substitution; (ix) is covered by a Primary Mortgage Insurance Policy if the related Deleted Mortgage Loan is so covered, and the Loan-to-Value Ratio of such Mortgage Loan is greater than 80%; (x) has a Credit Score not greater than 20 points lower than the Credit Score of the related Deleted Mortgage Loan, provided, however, that if the Deleted Mortgage Loan does not have a Credit Score, then such substitute Mortgage Loan shall have a Credit Score equal to or greater than 700; (xi) has its initial adjustment date after the related Reset Date; and (xii) has a gross margin no less than the related Deleted Mortgage Loan. In the event that either one mortgage loan is substituted for more than one Deleted Mortgage Loan or more than one mortgage loan is substituted for one or more Deleted Mortgage Loans, then (a) the Scheduled Principal Balance referred to in clause (i) above shall be determined such that the aggregate Scheduled Principal Balance of all such substitute Mortgage Loans shall not exceed the aggregate Scheduled Principal Balance of all Deleted Mortgage Loans and (b) each of (1) the rate referred to in clause (ii) above, (2) the remaining term to stated maturity referred to in clause (iii) above, (3) the Loan-to-Value Ratio referred to in clause (iv) above and (4) the Credit Score referred to in clause (x) above shall be determined on a weighted average basis, provided that the final scheduled maturity date of any Qualifying Substitute Mortgage Loan shall not exceed the Final Scheduled Distribution Date of any Class of Certificates. Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party effecting such substitution shall certify such qualification in writing to the Trustee, applicable Custodian and the Master Servicer.
 
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Rating Agency: Either of Fitch or S&P.
 
Realized Loss: With respect to Pool 1, the excess of the outstanding principal balance of a Liquidated Mortgage Loan over the related Net Liquidation Proceeds, to the extent allocable to principal. With respect to Pool 2, (a) with respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid principal balance of such Mortgage Loan as of the date of liquidation, plus (ii) interest at the applicable Net Mortgage Rate from the date as to which interest was last paid up to the last day of the month of such liquidation, minus (iii) Liquidation Proceeds received, net of amounts that are reimbursable to the Master Servicer or the applicable Servicer with respect to such Mortgage Loan (other than Advances of principal and interest) including expenses of liquidation or (b) with respect to each Mortgage Loan that has become the subject of a Deficient Valuation, the difference between the unpaid principal balance of such Mortgage Loan immediately prior to such Deficient Valuation and the unpaid principal balance of such Mortgage Loan as reduced by the Deficient Valuation. In determining whether a Realized Loss on a Liquidated Mortgage Loan is a Realized Loss of interest or principal, Liquidation Proceeds shall be allocated, first, to payment of expenses related to such Liquidated Mortgage Loan, then to accrued, unpaid interest and finally to reduce the principal balance of the Mortgage Loan.

Recognition Agreement: With respect to any Cooperative Loan, an agreement between the related Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in the related Cooperative Property.
 
Record Date: With respect to any Distribution Date, the close of business on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.
 
Redemption Certificate: None.
 
Reference Banks: Not applicable.
 
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may otherwise be provided by the Commission or its staff from time to time; and all references to any rule, item, section or subsection of, or definition or term contained in, Regulation AB mean such rule, item, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.
 
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Regulation S: Regulation S promulgated under the Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.
 
Regulation S Global Security: The meaning specified in Section 3.01(c).
 
Related Certificates: For any REMIC I-2 Interest, the Class of Certificates set forth on the same row in the table under “REMIC I-2” in the Preliminary Statement hereto. For any REMIC I-3 Interest, the Class of Certificates set forth on the same row in the table under “REMIC I-3” in the Preliminary Statement hereto.

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

Related REMIC I-3 Interest: For any Related Certificates, the REMIC I-3 Interest set forth on the same row in the table under “REMIC I-3” in the Preliminary Statement hereto.
 
Relevant Servicing Criteria: The Servicing Criteria applicable to each party, as set forth on Exhibit O attached hereto. Multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by the Master Servicer, the Securities Administrator, each Custodian or each Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.
 
Relief Act Reduction: With respect to any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon as a result of application of the Servicemembers Civil Relief Act or any similar state or local law, any amount by which interest collectible on such Mortgage Loan for the Due Date in the related Due Period is less than interest accrued thereon for the applicable one-month period at the Mortgage Rate without giving effect to such reduction.
 
REMIC: Each of REMIC I-1, REMIC I-2, REMIC I-3, REMIC II-1 and REMIC II-2 as described in the Preliminary Statement hereto.
 
REMIC I-1: REMIC I-1 as described in the Preliminary Statement hereto.
 
REMIC I-1 Interest: Any one of the classes of REMIC I-1 Regular Interests and the Class LTI1-R Interest as described in the Preliminary Statement hereto.
 
REMIC I-1 Marker Classes: Any of the REMIC I-1 Regular Interests other than the Class LTI1-X Interest.
 
REMIC I-1 Regular Interest: Each of the REMIC I-1 Interests other than the Class LTI1-R Interest.
 
REMIC I-2: REMIC I-2 as described in the Preliminary Statement hereto.
 
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REMIC I-2 Interest: Any one of the classes of REMIC I-2 Interests as described in the Preliminary Statement hereto.
 
REMIC I-2 Regular Interest: Each of the REMIC I-2 Interests other than the Class LTI2-R Interest.
 
REMIC I-3: REMIC I-3 as described in the Preliminary Statement hereto.
 
REMIC I-3 Interest: Any one of the classes of REMIC I-3 Interests as described in the Preliminary Statement hereto.
 
REMIC I-3 Regular Interest: Any of the REMIC I-3 Interests other than the Residual I Interest. Alternatively, any of the REMIC regular interests represented by (i) any class of Pool 1 Certificates (other than the Pool 1 Senior P&I Certificates), (ii) the rights associated with any Class of Pool 1 Senior P&I Certificates other than the rights to payments in respect of Excess Interest and (iii) the Uncertificated Class 1-X Interest.
 
REMIC II-1: REMIC II-1 as described in the Preliminary Statement hereto.
 
REMIC II-1 Interest: Any one of the classes of REMIC II-1 Interests as described in the Preliminary Statement hereto.
 
REMIC II-1 Subordinated Balance Ratio: As of any Distribution Date, the ratio among the uncertificated principal balances of each of the REMIC II-1 Regular Interests ending with the designation “A” that is equal to the ratio among, with respect to each such REMIC II-1 Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class Principal Amounts of the Senior Certificates of the Certificate Group related to such Mortgage Pool (after giving effect to distributions on such Distribution Date).
 
REMIC II-1 Regular Interest: Each of the REMIC II-1 Interests other than the Class LTII1-R Interest.
 
REMIC II-2: REMIC II-2 as described in the preliminary statement hereto.

REMIC II-2 Interest: Any one of the classes of REMIC II-2 Interests as described in the Preliminary Statement hereto.

REMIC II-2 Regular Interest: Each of the REMIC II-2 Interests other than the Class LTII2-R Interest.

REMIC Pass-Through Rate: For any Distribution Date, for any Pool 1 Senior P&I Certificate and its Related REMIC I-3 Interest, the Net Funds Cap for such Certificate.
 
REMIC Provisions: The provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations, including proposed regulations and rulings, and administrative pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.
 
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REMIC Swap Rate: Not applicable.
 
Remittance Date: The day in each month on which each Servicer is required to remit payments to the account maintained by the Master Servicer, as specified in the applicable Servicing Agreement, which is the 18th day of each month (or if such 18th day is not a Business Day, the next succeeding Business Day).
 
REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC Provisions.
 
Reportable Event: As defined in Section 6.20(g)(i).
 
Reporting Servicer: As defined in Section 6.20(e)(i).
 
Repurchase Price: As defined in Section 7.01(b).
 
Reserve Interest Rate: Not applicable.
 
Reset Date: Not applicable.
 
Residual Certificate: Any Class R Certificate.
 
Residual I Interest: An interest in REMIC I-3 that is entitled to all distributions on the Class R-I Certificate other than distributions in respect of the Class LTI1-R Interest and Class LTI2-R Interest.
 
Responsible Officer: When used with respect to the Trustee or Securities Administrator, any Vice President, Assistant Vice President, the Secretary, any assistant secretary, or any officer within its corporate trust department and having direct responsibility for the administration of this Agreement.
 
Restricted Certificate: Any Class 2-B4, Class 2-B5, Class 2-B6, Class P, Class X or Class R Certificate but excluding any Regulation S Global Security.
 
Restricted Global Security: As defined in Section 3.01(c).
 
Rolling Three Month Delinquency Rate: For Pool 1 and for any Distribution Date, an amount equal to the average of the Pool 1 Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution Dates, respectively) immediately preceding months.
 
Rounding Account: Not applicable.
 
Rules: As defined in Section 6.20(c).
 
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S-X Component: Not applicable.
 
S&P: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or any successor in interest.
 
Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).
 
Sarbanes-Oxley Certification: A written certification covering the activities of all Servicing Function Participants and signed by an officer of the Exchange Act Signing Party that complies with the Sarbanes-Oxley Act, as amended from time to time.
 
Scheduled Payment: Each scheduled payment of principal and interest (or of interest only, if applicable) to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where otherwise specified herein) by the amount of any related Debt Service Reduction (excluding all amounts of principal and interest that were due on or before the Cut-off Date whenever received) and, in the case of an REO Property, an amount equivalent to the Scheduled Payment that would have been due on the related Mortgage Loan if such Mortgage Loan had remained in existence. In the case of any bi-weekly payment Mortgage Loan, all payments due on such Mortgage Loan during any Due Period shall be deemed collectively to constitute the Scheduled Payment due on such Mortgage Loan in such Due Period.
 
Scheduled Principal Amount: Not applicable.
 
Scheduled Principal Balance: With respect to (i) any Mortgage Loan as of any Distribution Date, the principal balance of such Mortgage Loan at the close of business on the Cut-off Date, after giving effect to principal payments due on or before the Cut-off Date, whether or not received, less an amount equal to principal payments due after the Cut-off Date and on or before the Due Date in the related Due Period, whether or not received from the Mortgagor or advanced by the applicable Servicer or the Master Servicer, and all amounts allocable to unscheduled principal payments (including Principal Prepayments, Net Liquidation Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the extent identified and applied prior to or during the applicable Prepayment Period) and (ii) any REO Property as of any Distribution Date, the Scheduled Principal Balance of the related Mortgage Loan on the Due Date immediately preceding the date of acquisition of such REO Property (reduced by any amount applied as a reduction of principal on the Mortgage Loan). With respect to any Mortgage Loan as of the Cut-off Date, as specified in the Mortgage Loan Schedule or the Participation Schedule, as the case may be.
 
Security Agreement: With respect to any Cooperative Loan, the agreement between the owner of the related Cooperative Shares and the originator of the related Mortgage Note that defines the terms of the security interest in such Cooperative Shares and the related Proprietary Lease.
 
Securities Administrator: Wells Fargo Bank, N.A., not in its individual capacity but solely as Securities Administrator, or any successor in interest, or if any successor Securities Administrator shall be appointed as herein provided, then such successor Securities Administrator.
 
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Securities Administrator Fee: As to any Distribution Date and each Mortgage Loan, an amount equal to the product of the Securities Administrator Fee Rate and the Scheduled Principal Balance of such Mortgage Loan as of the first day of the related Due Period.
 
Securities Administrator Fee Rate: 0.0055% per annum.
 
Seller: Lehman Brothers Holdings or any successor in interest.
 
Senior Certificate: Any Pool 1 Senior Certificate or Pool 2 Senior Certificate.
 
Senior Enhancement Percentage: For Pool 1 and for any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Amount of the Pool 1 Subordinate Certificates and the Overcollateralization Amount (which, for purposes of this definition only, shall not be less than zero and assuming for purposes of this definition that the Principal Distribution Amount has been distributed on such Distribution Date and no Trigger Event has occurred) and the denominator of which is the Pool Balance for Pool 1 for such Distribution Date, in each case after giving effect to distributions on such Distribution Date. For Pool 2 and for any Distribution Date is the percentage equivalent of a fraction, the numerator of which is the related Subordinate Amount and the denominator of which is the related Pool Balances of the Mortgage Loans related to such Group for the immediately preceding Distribution Date.
 
Senior Percentage: With respect to each of Pool 2 and on any Distribution Date, the percentage equivalent of the fraction, the numerator of which is the aggregate of the Certificate Principal Amounts of the Pool 2 Senior Certificates (other than any Notional Certificate) related to such Mortgage Pool and the denominator of which is the related Pool balance for the immediately preceding Distribution Date.
 
Senior Prepayment Percentage: With respect to each of Pool 2 for any Distribution Date occurring during the seven years beginning on the first Distribution Date, 100%, except as described herein below. With respect to each of Pool 2 for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date, the related Senior Percentage plus the following percentage of the related Subordinate Percentage for such Distribution Date: for any Distribution Date in the first year thereafter, 70%; for any Distribution Date in the second year thereafter, 60%; for any Distribution Date in the third year thereafter, 40%; for any Distribution Date in the fourth year thereafter, 20%; and for any subsequent Distribution Date, 0%; provided, however, (i) if on any of the foregoing Distribution Dates the related Senior Enhancement Percentage for Pool 2 is less than the related Initial Senior Enhancement Percentage, the related Senior Prepayment Percentage for Pool 2 on such Distribution Date shall once again equal 100%, (ii) unless the condition described in clause (i) has occurred, if on any Distribution Date before the Distribution Date in October 2010, prior to giving effect to any distributions on such Distribution Date, the related Senior Enhancement Percentage for Pool 2 for such Distribution Date is greater than or equal to twice the related Initial Senior Enhancement Percentage, then the related Senior Prepayment Percentage for Pool 2 for such Distribution Date will equal the related Senior Percentage plus 50% of the related Subordinate Percentage for Pool 2 and (iii) unless the condition described in clause (i) has occurred, if on any Distribution Date on or after the Distribution Date in October 2010, prior to giving effect to any distributions on such Distribution Date, the related Senior Enhancement Percentage for Pool 2 for such Distribution Date is greater than or equal to twice the related Initial Senior Enhancement Percentage, then the related Senior Prepayment Percentage for Pool 2 on such Distribution Date will equal the related Senior Percentage.
 
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Notwithstanding the foregoing, no decrease in the related Senior Prepayment Percentage for Pool 2 below the respective levels in effect for the most recent prior period set forth in the paragraph above (calculated without regard to clause (ii) or clause (iii) of the paragraph above) shall be effective on any Distribution Date if, as of the first Distribution Date as to which any such decrease applies, (i) the average outstanding principal balance on such Distribution Date and for the preceding five Distribution Dates of all Mortgage Loans in Pool 2 that were delinquent 60 days or more (including for this purpose any Mortgage Loans in foreclosure and the Scheduled Payments that would have been due on Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust Fund if the related Mortgage Loan had remained in existence) is greater than or equal to 50% of the applicable Subordinate Amount immediately prior to such Distribution Date or (ii) cumulative Realized Losses with respect to the Mortgage Loans in Pool 2 exceed (a) with respect to each Distribution Date prior to the third anniversary of the first Distribution Date, 20% of the related Original Group Subordinate Amount, (b) with respect to each Distribution Date on or after the third anniversary and prior to the eighth anniversary of the first Distribution Date, 30% of the related Original Group Subordinate Amount, (c) with respect to each Distribution Date on or after the eighth anniversary and prior to the ninth anniversary of the first Distribution Date, 35% of the related Original Group Subordinate Amount, (d) with respect to each Distribution Date on or after the ninth anniversary and prior to the tenth anniversary of the first Distribution Date, 40% of the related Original Group Subordinate Amount, (e) with respect to each Distribution Date on or after the tenth anniversary and prior to the eleventh anniversary of the first Distribution Date, 45% of the related Original Group Subordinate Amount, and (f) with respect to each Distribution Date on or after the eleventh anniversary of the first Distribution Date or thereafter, 50% of the related Original Group Subordinate Amount. After the related Class Principal Amount of each related Class of Senior Certificates in any Certificate Group has been reduced to zero, the Senior Prepayment Percentage for Pool 2 shall be 0%.
 
Senior Principal Distribution Amount: For Pool 1 and for any Distribution Date an amount equal to (a) prior to the Stepdown Date or if a Trigger Event is in effect with respect to such Distribution Date, 100% of the Principal Distribution Amount for Pool 1 and (b) on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the aggregate Class Principal Amount of each class of Pool 1 Senior Certificates immediately prior to that Distribution Date exceeds (y) the Senior Target Amount.
 
For each Mortgage Pool related to Pool 2 and any Distribution Date, the sum of the following amounts:
 
(i) the product of (a) the related Senior Percentage for such date and (b) the principal portion of each Scheduled Payment (without giving effect to any Debt Service Reduction occurring prior to the Bankruptcy Coverage Termination Date), on each Mortgage Loan in the related Mortgage Pool due during the related Due Period;
 
(ii) the product of (a) the related Senior Prepayment Percentage for such date and (b) each of the following amounts: (1) each Principal Prepayment on the Mortgage Loans in the related Mortgage Pool collected during the related Prepayment Period, (2) each other unscheduled collection, including any Subsequent Recovery, Insurance Proceeds and Net Liquidation Proceeds (other than with respect to any Mortgage Loan in the related Mortgage Pool that was finally liquidated during the related Prepayment Period) representing or allocable to recoveries of principal in the related Mortgage Pool received during the related Prepayment Period, and (3) the principal portion of all proceeds of the purchase of any Mortgage Loan in the related Mortgage Pool (or, in the case of a permitted substitution, amounts representing a principal adjustment) actually received by the Securities Administrator with respect to the related Prepayment Period;
 
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(iii) with respect to unscheduled recoveries allocable to principal of any Mortgage Loan in the related Mortgage Pool that was finally liquidated during the related Prepayment Period, the lesser of (a) the related Net Liquidation Proceeds allocable to principal and (b) the product of the related Senior Prepayment Percentage for such date and the Scheduled Principal Balance of such related Mortgage Loan at the time of liquidation; and
 
(iv) any amounts described in clauses (i) through (iii) for any previous Distribution Date that remain unpaid.
 
If on any Distribution Date the Class Principal Amount of each Class of Senior Certificates in any Certificate Group has been reduced to zero, the Senior Principal Distribution Amount for such Certificate Group for such date (following such reduction) and each subsequent Distribution Date shall be zero.
 
Senior Target Amount: For Pool 1 and for any Distribution Date, an amount equal to the lesser of (a) the product of (1) 80.90% and (2) the Pool Balance for Pool 1 for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Pool Balance for Pool 1 for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.
 
Servicer: Any Servicer that has entered into any of the Servicing Agreements attached as Exhibit E hereto, or any successor in interest. Initially, the Servicers are Aurora Loan Services LLC, Colonial Savings, F.A., Countrywide Home Loans Servicing LP and Wells Fargo Bank, N.A.
 
Service(s)(ing): In accordance with Regulation AB, the act of managing or collecting payments on the Mortgage Loans or any other assets of the Trust Fund by an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the residential mortgage-backed securitization market.
 
Servicing Advances: Expenditures incurred by a Servicer in connection with the liquidation or foreclosure of a Mortgage Loan which are eligible for reimbursement under the applicable Servicing Agreement.
 
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Servicing Agreement: Each Servicing Agreement between a Servicer and the Seller, dated as of September 1, 2007, attached hereto in Exhibit E, and any other servicing agreement entered into between a successor servicer and the Seller or the Trustee pursuant to the terms hereof.
 
Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.
 
Servicing Fee: With respect to each Servicer, the Servicing Fee specified in the applicable Servicing Agreement and set forth on the Mortgage Loan Schedule.
 
Servicing Fee Rate: With respect to a Servicer, the Servicing Fee specified in the applicable Servicing Agreement.
 
Servicing Function Participant: Any Subservicer, Subcontractor or any other Person, other than each Servicer, each Custodian, the Master Servicer, the Trustee, the Securities Administrator and the Paying Agent, that is participating in the servicing function within the meaning of Regulation AB, unless such Person’s activities relate only to 5% or less of the Mortgage Loans.
 
Servicing Officer: Any officer of the Master Servicer involved in or responsible for the administration and servicing or master servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished by the Master Servicer to the Trustee, as such list may from time to time be amended.
 
Similar Law: As defined in Section 3.03(d).
 
Special Hazard Loss: With respect to the Mortgage Loans, (x) any Realized Loss arising out of any direct physical loss or damage to a Mortgaged Property which is caused by or results from any cause, exclusive of any loss covered by a hazard policy or a flood insurance policy required to be maintained in respect of such Mortgaged Property and any loss caused by or resulting from (i) normal wear and tear, (ii) conversion or other dishonest act on the part of the Trustee, the Securities Administrator, the Master Servicer, any Servicer or any of their agents or employees, or (iii) errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues, or (y) any Realized Loss arising from or related to the presence or suspected presence of hazardous wastes, or hazardous substances on a Mortgaged Property unless such loss is covered by a hazard policy or flood insurance policy required to be maintained in respect of such Mortgaged Property, in any case, as reported by any Servicer to the Master Servicer.
 
Special Hazard Loss Limit: As of the Cut-off Date, $4,000,000 for Pool 2 which amount shall each be reduced from time to time to an amount equal on any Distribution Date to the lesser of (a) the greatest of (i) 1% of the aggregate of the Scheduled Principal Balances of the related Mortgage Loans; (ii) twice the Scheduled Principal Balance of the related Mortgage Loan having the highest Scheduled Principal Balance, and (iii) the aggregate Scheduled Principal Balances of the related Mortgage Loans secured by Mortgaged Properties located in the single California postal zip code area having the highest aggregate Scheduled Principal Balance of Mortgage Loans of any such postal zip code area and (b) such Special Hazard Loss Limit as of the Closing Date less the amount, if any, of Special Hazard Losses incurred with respect to the related Mortgage Loans since the Closing Date.
 
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Specified Rating: Not applicable.
 
Sponsor: Lehman Brothers Holdings Inc. and any successor in interest thereto.
 
Startup Day: The day designated as such pursuant to Section 10.01(b) hereof.
 
Stepdown Date: For Pool 1, the earlier of (x) the first Distribution Date following the Distribution Date on which the Class Principal Amounts of the Pool 1 Senior Certificates have each been reduced to zero and (y) the later to occur of (1) the Distribution Date in October 2010 and (2) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose after giving effect to payments or other recoveries in respect of the Pool 1 Mortgage Loans during the related Collection Period, but before giving effect to distributions on any Pool 1 Certificates on such Distribution Date) is greater than or equal to 19.10%.
 
Subcontractor: Any third-party or Affiliated vendor, subcontractor or other Person utilized by a Servicer, a Custodian, the Master Servicer, the Securities Administrator, a Subservicer or the Trustee that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of the Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loans under direction and authority of such Servicer, Custodian, Master Servicer, Securities Administrator, Subservicer or Trustee.
 
Subordinate Amount: With respect to any Pool 2 Mortgage Loans and any Distribution Date, the excess, if any, of the Pool Balance of such related Mortgage Pool for the immediately preceding Distribution Date (or in the case of the first Distribution Date, the aggregate Scheduled Principal Balance of the Mortgage Loans in such Mortgage Pool as of the Cut-off Date) over the sum of the aggregate of the Certificate Principal Amounts of the Senior Certificates of the related Certificate Pool 2 immediately prior to the related Distribution Date.
 
Subordinate Certificate: Any of the Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5, Class 2-B6, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates.
 
Subordinate Certificate Writedown Amount: As to any Distribution Date, with respect to the Pool 2 Certificates, the amount by which (i) the sum of the Class Principal Amounts of all the Certificates related to Pool 2 (after giving effect to the distribution of principal and the allocation of Realized Losses in reduction of the Certificate Principal Amounts of the related Certificates on such Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance of the Mortgage Loans in Pool 2 for such Distribution Date.
 
Subordinate Class Percentage: With respect to any Distribution Date and any Class of Pool 2 Subordinate Certificates, the percentage obtained by dividing the Class Principal Amount of such Class immediately prior to such Distribution Date by the aggregate Certificate Principal Amount of all Subordinate Certificates related to the Pool 2 Subordinate Certificates, respectively, immediately prior to such Distribution Date.
 
Subordinate Component Percentage: Not applicable.
 
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Subordinate Floating Rate Certificate Shortfall: Not applicable.
 
Subordinate LIBOR Certificate: Not applicable.
 
Subordinate Percentage: With respect to each Mortgage Pool and any Distribution Date, the difference between 100% and the related Senior Percentage for such Distribution Date.
 
Subordinate Prepayment Percentage: With respect to Pool 2 and any Distribution Date, the difference between 100% and the related Senior Prepayment Percentage for such Distribution Date.
 
Subordinate Principal Distribution Amount: For each Mortgage Pool in Pool 2 and for any Distribution Date, the sum of the following:
 
(i) the product of (a) the related Subordinate Percentage for such date and (b) the principal portion of each Scheduled Payment (without giving effect to any Debt Service Reduction occurring prior to the applicable Bankruptcy Coverage Termination Date) on each Mortgage Loan in the related Mortgage Pool due during the related Due Period;
 
(ii) the product of (a) the related Subordinate Prepayment Percentage for such date and (b) each of the following amounts: (1) each Principal Prepayment on the Mortgage Loans in the related Mortgage Pool collected during the related Prepayment Period, (2) each other unscheduled collection, including Subsequent Recoveries, Insurance Proceeds and Net Liquidation Proceeds (other than with respect to any Mortgage Loan in the related Mortgage Pool that was finally liquidated during the related Prepayment Period) representing or allocable to recoveries of principal in the related Mortgage Pool received during the related Prepayment Period, and (3) the principal portion of all proceeds of the purchase of any Mortgage Loan in the related Mortgage Pool (or, in the case of a permitted substitution, amounts representing a principal adjustment) actually received by the Securities Administrator with respect to the related Prepayment Period;
 
(iii) with respect to unscheduled recoveries allocable to principal of any Mortgage Loan in the related Mortgage Pool that was finally liquidated during the related Prepayment Period, the related Net Liquidation Proceeds allocable to principal less any related amount paid pursuant to subsection (iii) of the definition of Pool 2 Senior Principal Distribution Amount for the related Certificate Group; and
 
(iv) any amounts described in clauses (i) through (iii) for any previous Distribution Date that remain unpaid.
 
Subsequent Recovery: The amount, if any, recovered by the related Servicer or the Master Servicer with respect to a Liquidated Mortgage Loan with respect to which a Realized Loss has been incurred after liquidation and disposition of such Mortgage Loan.
 
Subservicer: Any Person that (i) is considered to be a Servicing Function Participant, (ii) services Mortgage Loans on behalf of any Servicer or Additional Servicer, and (iii) is responsible for the performance (whether directly or through subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer, Master Servicer, the Securities Administrator or the Trustee under this Agreement, the Servicing Agreements, the Custodial Agreements or other Servicing agreements entered into with respect to some or all of the Mortgage Loans, that are identified in Item 1122(d) of Regulation AB.
 
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Substitution Amount: The amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage Loan exceeds the Scheduled Principal Balance of the related Qualifying Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if applicable, plus unpaid interest thereon, any related unpaid Advances or Servicing Advances or unpaid Servicing Fees and the amount of any costs and damages incurred by the Trust Fund associated with a violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of such Deleted Mortgage Loan.
 
Supplemental Interest Trust: Not applicable.
 
Supplemental Interest Trust Account: Not applicable.
 
Supplemental Interest Trust Amount: Not applicable.
 
Surety: Not applicable.
 
Surety Bond: Not applicable.
 
Swap Agreement: Not applicable.
 
Swap Counterparty: Not applicable.
 
Swap Counterparty Trigger Event: Not applicable.
 
Swap Default: Not applicable.
 
Swap Early Termination: Not applicable.
 
Swap LIBOR: Not applicable.
 
Swap Payment Date: Not applicable.
 
SWAP REMIC: Not applicable.
 
SWAP REMIC Interests: Not applicable.
 
SWAP REMIC Regular Interests: Not applicable.
 
Swap Termination Payment: Not applicable.
 
Target Amount: For Pool 1 and for any Distribution Date, an amount equal to the Pool Balance for Pool 1 as of such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date.
 
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Targeted Overcollateralization Amount: For Pool 1 and for any Distribution Date (x) prior to the Stepdown Date an amount equal to approximately $3,436,034 (i.e., 1.80% of the Pool Balance for Pool 1 as of the Cut-off Date) and (y) for any Distribution Date on or after the Stepdown Date, the greater of (1) the lesser of (a) $3,436,034 (b) the product of 3.60% of the Pool Balance for Pool 1 as of the last day of the Collection Period and (2) the Overcollateralization Floor; provided, however, for any Distribution Date on or after the Stepdown Date and for which a Trigger Event is in effect, the Targeted Overcollateralization Amount will be equal to the Targeted Overcollateralization Amount in effect for the immediately preceding Distribution Date.
 
Tax Matters Person: The “tax matters person” as specified in the REMIC Provisions.
 
Telerate Page 3750: The display currently so designated as “Page 3750” on the Moneyline Telerate Service (or such other page selected by the Securities Administrator as may replace Page 3750 on that service for the purpose of displaying daily comparable rates on prices).
 
Termination Event: Not applicable.
 
Title Insurance Policy: A title insurance policy maintained with respect to a Mortgage Loan.
 
Total Distribution Amount: With respect to any Distribution Date, the sum of (i) the Interest Remittance Amount for all four Mortgage Pools for such date; (ii) the Principal Remittance Amount for all four Mortgage Pools for such date; and (iii) the Prepayment Penalty Amounts.
 
Transfer Agreement: As defined in the Mortgage Loan Sale Agreement.
 
Transferor: Each seller of Mortgage Loans to Lehman Brothers Holdings pursuant to a Transfer Agreement.
 
Trigger Event: For Pool 1, a Trigger Event will have occurred if on any Distribution Date, either a Delinquency Event or a Cumulative Loss Trigger Event is in effect for such Distribution Date.
 
Trust Fund: The corpus of the trust created pursuant to this Agreement, consisting of the Mortgage Loans, the assignment of the Depositor’s rights under the Mortgage Loan Sale Agreement and the Participation Agreement, the Participations, the Additional Collateral, such amounts as shall from time to time be held in the Basis Risk Reserve Fund, the Collection Account, the Certificate Account, any Escrow Account, the Insurance Policies, any REO Property and the other items referred to in, and conveyed to the Trustee under, Section 2.01(a). The legal entity name of the Trust Fund shall be Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2007-9.
 
Trust Rate: Not applicable.
 
Trust REMIC: Any REMIC created hereunder.
 
Trustee: HSBC Bank USA, National Association, a national banking association, not in its individual capacity, but solely in its capacity as trustee for the benefit of the Certificateholders under this Agreement, and any successor thereto, and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee as may from time to time be serving as successor trustee hereunder.
 
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Trustee Fee: A fixed annual fee of $3,500, which is paid by the Securities Administrator pursuant to Section 6.12.
 
Trustee Fee Rate: Not applicable.
 
Uncertificated Class 1-X Interest: An uncertificated regular interest in REMIC I-3 with an initial principal balance equal to the excess of (i) the aggregate Scheduled Principal Balance of Pool 1 as of the Cut-off Date over (ii) the aggregate initial principal amounts of the Pool 1 Certificates and bearing interest on a each Distribution Date in an amount equal to the 1-X Component Current Interest for such Distribution Date; provided, however, that such interest shall have no obligation or right to make or receive any payments treated as paid or received by the Class X Certificates pursuant to interest rate cap agreements or notional principal contracts under Section 10.01.
 
Undercollateralization Distribution: Not applicable.
 
Undercollateralized Group: Not applicable.
 
Underlying REMIC Certificates: Not applicable.
 
Underlying Subordinate Rate: For Pool 2, the Pool 2 Net WAC.

Underwriter’s Exemption: Prohibited Transaction Exemption 91-14, 56 Fed. Reg. 7413 (1991), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.
 
Unpaid Basis Risk Shortfall: With respect to any Distribution Date and any Class of Pool 1 Certificates other than the Notional Certificates, the aggregate of all Basis Risk Shortfalls with respect to such Class remaining unpaid from previous Distribution Dates, plus interest accrued thereon at the applicable Certificate Interest Rate computed without regard to the Net Funds Cap.
 
Unpaid Subordinate Floating Rate Certificate Shortfall: Not applicable.
 
Voting Interests: The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement. At all times during the term of this Agreement until the Class Notional Amount of each Class of Notional Certificates has been reduced to zero, 5% of all Voting Interests shall be allocated to the Notional Certificates, 91% of all Voting Interests shall be allocated to the Pool 1 and Pool 2 Certificates, 1% shall be allocated to each of the Class 1-AP, Class 2-AP, Class R-I Certificates, and 1% of all Voting Interests shall be allocated to the Class X Certificates, while they remain outstanding. Voting Interests allocated to the Notional Certificates shall be allocated among the Classes of such Certificates (and among the Certificates of each such Class) in proportion to their Class Notional Amounts (or Notional Amounts). Voting Interests shall be allocated among the Class 1-AP and Class 2-AP Certificates in proportion to their Percentage Interest. Voting Interests shall be allocated among the other Classes of Certificates (and among the Certificates of each such Class) in proportion to their Class Principal Amounts (or Certificate Principal Amounts).
 
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WHFIT: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor provisions.
 
WHFIT Regulations: Treasury Regulations section 1.671-5, as amended.
 
WHMT: A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor provisions.
 
Section 1.02. Calculations Respecting Mortgage Loans.
 
Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and distributions to be made to the Certificateholders as supplied to the Securities Administrator by the Master Servicer. The Securities Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer.
 
Section 1.03. Rights of the NIMS Insurer
 
Each of the rights of any NIMS Insurer set forth in this Agreement shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain payments of NIM Securities issued pursuant to the Indenture and (ii) the NIM Securities issued pursuant to the Indenture remain outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payment on such notes; provided, however, the NIMS Insurer shall not have any rights hereunder (except pursuant to Section 11.03 and any rights to indemnification hereunder in the case of clause (ii) below) so long as (i) the NIMS Insurer has not undertaken to guarantee certain payments of notes issued pursuant to the Indenture or (ii) any default has occurred and is continuing under the insurance policy issued by the NIMS Insurer with respect to such notes.
 
ARTICLE II
 
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
 
Section 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.
 
(a) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust, all the right, title and interest of the Depositor in and to the Mortgage Loans (including the Participations). Such conveyance includes, without limitation, the right to all distributions of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, together with all of the Depositor’s right, title and interest in and to the Collection Account and all amounts from time to time credited to and the proceeds of the Collection Account, the Certificate Account and all amounts from time to time credited to and the proceeds of the Certificate Account, any Escrow Account established pursuant to Section 9.06 hereof and the Basis Risk Reserve Fund and all amounts from time to time credited to and the proceeds of any such Escrow Account, any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loans, and the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Trustee declares that, subject to the review provided for in Section 2.02, it (or a Custodian on its behalf) has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Certificates have been executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, in the authorized denominations evidencing the entire ownership of the Trust Fund.
 
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Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Sale Agreement; including all rights of the Seller under the applicable Servicing Agreement and any related Transfer Agreement (excluding any right to enforce a first payment default or early payment default mortgage loan) to the extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. The Trustee is hereby directed to acknowledge and deliver the Servicing Agreement (to the extent it is a party thereto) and perform in accordance therewith.
 
It is agreed and understood by the Depositor and the Trustee (and the Seller has so represented and recognized in the Mortgage Loan Sale Agreement) that it is not intended that any Mortgage Loan to be included in the Trust Fund is a “High-Cost Mortgage Loan” as defined under any applicable federal law or state or local regulation, ordinance or law.
 
The foregoing sale, transfer, assignment, set-over, deposit and conveyance and the assignment and transfer with respect to Additional Collateral does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans, the Servicing Agreements or any other agreement or instrument relating thereto except as specifically set forth herein.
 
In addition, with respect to any Pledged Asset Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Trustee without recourse (except as provided herein) (i) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its security interest in and to any Additional Collateral, (iii) its right to receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the Additional Collateral Servicing Agreement, and (iv) its rights as beneficiary under the surety bond in respect of any Pledged Asset Mortgage Loan. Notwithstanding anything to the contrary in this Agreement, the Trust Fund shall not obtain title to or beneficial ownership of any Additional Collateral as a result of or in lieu of the disposition thereof or otherwise.
 
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(b) In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Trustee, and/or the Custodian acting on the Trustee’s behalf, the following documents or instruments with respect to each Mortgage Loan (each a “Mortgage File”) so transferred and assigned (other than the Participations):
 
(i) with respect to each Mortgage Loan, the original Mortgage Note endorsed without recourse in proper form to the order of the Trustee, or in blank (in each case, with all necessary intervening endorsements as applicable);
 
(ii) the original of any guarantee, security agreement or pledge agreement relating to any Additional Collateral and executed in connection with the Mortgage Note, assigned to the Trustee;
 
(iii) with respect to each Mortgage Loan other than a Cooperative Loan, the original recorded Mortgage with evidence of recording indicated thereon and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording. If, in connection with any Mortgage Loan, the Depositor cannot deliver the Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost, the Depositor shall deliver or cause to be delivered to the Trustee (or the applicable Custodian), in the case of a delay due to recording, a true copy of such Mortgage, pending delivery of the original thereof, together with an Officer’s Certificate of the Depositor certifying that the copy of such Mortgage delivered to the Trustee (or the applicable Custodian) is a true copy and that the original of such Mortgage has been forwarded to the public recording office, or, in the case of a Mortgage that has been lost, a copy thereof (certified as provided for under the laws of the appropriate jurisdiction) and a written Opinion of Counsel acceptable to the Trustee and the Depositor that an original recorded Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loan;
 
(iv) the original of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an Officer’s Certificate of the Depositor certifying that the copy of such assumption, modification or substitution agreement delivered to the Trustee (or the applicable Custodian) is a true copy and that the original of such agreement has been forwarded to the public recording office;
 
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(v) with respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, the original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank, without recourse or (B) to “HSBC Bank USA, National Association, as Trustee of the Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass Through Certificates, Series 2007-9,” without recourse for each Mortgage Loan;
 
(vi) if applicable, such original intervening assignments of the Mortgage, notice of transfer or equivalent instrument (each, an “Intervening Assignment”), as may be necessary to show a complete chain of assignment from the originator, or, in the case of an Intervening Assignment that has been lost, a written Opinion of Counsel acceptable to the Trustee that such original Intervening Assignment is not required to enforce the Trustee’s interest in the Mortgage Loans;
 
(vii) the original Primary Mortgage Insurance Policy or certificate, if private mortgage guaranty insurance is required;
 
(viii) with respect to each Mortgage Loan other than a Cooperative Loan, the original mortgagee title insurance policy or attorney’s opinion of title and abstract of title;
 
(ix) the original of any security agreement, chattel mortgage or equivalent instrument executed in connection with the Mortgage or as to any security agreement, chattel mortgage or their equivalent instrument that cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such document has been delivered for recordation, a photocopy of such document, pending delivery of the original thereof, together with an Officer’s Certificate of the Depositor certifying that the copy of such security agreement, chattel mortgage or their equivalent instrument delivered to the Trustee (or the applicable Custodian) is a true copy and that the original of such document has been forwarded to the public recording office; and
 
(x) with respect to any Cooperative Loan, the Cooperative Loan Documents.
 
The parties hereto acknowledge and agree that the form of endorsement attached hereto as Exhibit B-4 is intended to effect the transfer to the Trustee, for the benefit of the Certificateholders, of the Mortgage Notes and the Mortgages.
 
With respect to each Participation, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Trustee, and/or any Custodian acting on the Trustee’s behalf, a copy of the Participation Agreement and the original Participation issued to the Trustee.
 
(c) (i) Assignments of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative Loan shall be recorded; provided, however, that such Assignments need not be recorded if, in the Opinion of Counsel (which must be from Independent counsel) acceptable to the Trustee, the Rating Agencies and any NIMS Insurer, recording in such states is not required to protect the Trustee’s interest in the related Non-MERS Mortgage Loans. Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no event more than 3 months thereafter except to the extent delays are caused by the applicable recording office), the Master Servicer (or the applicable Custodian), at the expense of the Depositor and with the cooperation of the applicable Servicer, shall cause to be properly recorded by such Servicer in each public recording office where the related Mortgages are recorded each Assignment of Mortgage referred to in subsection (b)(v) above with respect to a Non-MERS Mortgage Loan. With respect to each Cooperative Loan, the Master Servicer (or the applicable Custodian), at the expense of the Depositor and with the cooperation of the applicable Servicer, shall cause such Servicer to take such actions as are necessary under applicable law in order to perfect the interest of the Trustee in the related Mortgaged Property.
 
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(ii) With respect to each MERS Mortgage Loan, the Master Servicer (or its applicable Custodian), at the expense of the Depositor and with the cooperation of the applicable Servicer, shall cause to be taken such actions by such Servicer as are necessary to cause the Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.
 
(d) In instances where a Title Insurance Policy is required to be delivered to the Trustee, or to the applicable Custodian on behalf of the Trustee, under clause (b)(viii) above and is not so delivered, the Depositor will provide a copy of such Title Insurance Policy to the Trustee, or to the applicable Custodian on behalf of the Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date.
 
(e) For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith delivers to the Trustee, or to the applicable Custodian on behalf of the Trustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the applicable Collection Account pursuant to Section 4.01 have been so deposited. All original documents that are not delivered to the Trustee or the applicable Custodian on behalf of the Trustee shall be held by the Master Servicer or the applicable Servicer in trust for the benefit of the Trustee and the Certificateholders.
 
(f) Upon execution of this Agreement, the Depositor hereby delivers to the Trustee and the Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement and the Servicing Agreement.
 
(g) The issuing entity is hereby named Structured Adjustable Rate Mortgage Loan Trust, Series 2007-9.
 
Section 2.02. Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund.
 
(a) The Trustee or the applicable Custodian on behalf of the Trustee, by execution and delivery hereof, acknowledges receipt of the Participations and the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof by the Trustee, or by the applicable Custodian on behalf of the Trustee, under this Section 2.02. The Trustee, or the applicable Custodian on behalf of the Trustee, will execute and deliver to the Trustee, the Securities Administrator, the Depositor, the Master Servicer and any NIMS Insurer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit B-1 (or in the form annexed to the applicable Custodial Agreement as Exhibit B-1, as applicable).
 
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(b) Within 45 days after the Closing Date, the applicable Custodian, on behalf of the Trustee, will, for the benefit of Holders of the Certificates and any NIMS Insurer, review each Mortgage File to ascertain that all required documents set forth in Section 2.01 have been received and appear on their face to contain the requisite signatures by or on behalf of the respective parties thereto, and shall deliver to the Trustee, the Depositor, the Master Servicer, the Securities Administrator and any NIMS Insurer an Interim Certification in the form annexed hereto as Exhibit B-2 (or in the form annexed to the applicable Custodial Agreement as Exhibit B-2, as applicable) to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan prepaid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all of the applicable documents specified in Section 2.01(b) are in its possession and (ii) such documents have been reviewed by it and appear to relate to such Mortgage Loan. The Trustee, or the applicable Custodian on behalf of the Trustee, shall make sure that the documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face. Neither the Trustee nor any Custodian shall have any responsibility for verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorser.
 
(c) If in the course of the review described in paragraph (b) above the Trustee or the applicable Custodian discovers any document or documents constituting a part of a Mortgage File that is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule (each, a “Material Defect”), the Trustee, or the applicable Custodian on behalf of the Trustee, shall promptly identify the Mortgage Loan to which such Material Defect relates in the Interim Certificate delivered to the Trustee, the Securities Administrator, the Depositor, the Master Servicer and any NIMS Insurer. Within 90 days of its receipt of such notice, the Depositor shall be required to cure such Material Defect (and, in such event, the Depositor shall provide the Trustee with an Officer’s Certificate confirming that such cure has been effected). If the Depositor does not so cure such Material Defect, it shall, if a loss has been incurred with respect to such Mortgage Loan that would, if such Mortgage Loan were not purchased from the Trust Fund, constitute a Realized Loss, and such loss is attributable to the failure of the Depositor to cure such Material Defect, repurchase the related Mortgage Loan from the Trust Fund at the Purchase Price. A loss shall be deemed to be attributable to the failure of the Depositor to cure a Material Defect if, as determined by the Depositor, upon mutual agreement with the Servicer acting in good faith, absent such Material Defect, such loss would not have been incurred. Within the two-year period following the Closing Date, the Depositor may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 2.02, substitute for such Mortgage Loan a Qualifying Substitute Mortgage Loan subject to the provisions of Section 2.05. The failure of the Trustee or the applicable Custodian to give the notice contemplated herein within 45 days after the Closing Date shall not affect or relieve the Depositor of its obligation to repurchase any Mortgage Loan pursuant to this Section 2.02 or any other Section of this Agreement requiring the repurchase of Mortgage Loans from the Trust Fund.
 
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(d) Within 180 days following the Closing Date, the Trustee, or the applicable Custodian, shall deliver to the Trustee, the Securities Administrator, the Depositor, the Master Servicer and any NIMS Insurer a Final Certification substantially in the form annexed hereto as Exhibit B-3 (or in the form annexed to the applicable Custodial Agreement as Exhibit B-3, as applicable) evidencing the completeness of the Mortgage Files in its possession or control, with any exceptions noted thereto.
 
(e) Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Trustee or the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor.
 
(f) Each of the parties hereto acknowledges that the applicable Custodian shall hold the related Mortgage Files and shall perform the applicable review of the Mortgage Loans and deliver the respective certifications thereof as provided in this Section 2.02 and the related Custodial Agreement.
 
Section 2.03. Representations and Warranties of the Depositor.
 
(a) The Depositor hereby represents and warrants to the Trustee, for the benefit of Certificateholders, the Securities Administrator and the Master Servicer as of the Closing Date or such other date as is specified, that:
 
(i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto;
 
(ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor;
 
(iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof;
 
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(iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Securities Administrator and the Master Servicer, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law;
 
(v) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement; and
 
(vi) immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s Title Insurance Policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement.
 
(b) The representations and warranties of each Transferor with respect to the related Mortgage Loans in the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of Lehman Brothers Holdings under the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee’s right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it. Lehman Brothers Holdings shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the applicable Transferor in the applicable Transfer Agreement, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty. The Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 2.03(a)(vi)) under any circumstances.
 
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Section 2.04. Discovery of Breach.
 
It is understood and agreed that the representations and warranties (i) set forth in Section 2.03, (ii) of Lehman Brothers Holdings set forth in the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor hereunder and (iii) of each Transferor, assigned by Lehman Brothers Holdings to the Depositor pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor hereunder shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by any of the Depositor, any NIMS Insurer, the Master Servicer or the Trustee of a breach of any of such representations and warranties that adversely and materially affects the value of the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties; provided, to the extent that knowledge of such breach with respect to any Mortgage Loan is known by any officer, director, employee or agent of Aurora acting in any capacity other than as Master Servicer hereunder, the Master Servicer shall not be deemed to have knowledge of any such breach until an officer of the Master Servicer has actual knowledge thereof. Within 90 days of the discovery of a breach of any representation or warranty given or assigned to the Trustee by the Depositor, any Transferor, or Lehman Brothers Holdings, the Depositor, such Transferor, or Lehman Brothers Holdings, as applicable, shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Trustee at the Purchase Price or (c) within the two year period following the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage Loan. In the event of discovery of a breach of any representation and warranty of any Transferor assigned to the Trustee, the Trustee shall enforce its rights under the applicable Transfer Agreement and the Mortgage Loan Sale Agreement for the benefit of Certificateholders. As provided in the Mortgage Loan Sale Agreement, if any Transferor substitutes a mortgage loan for a Mortgage Loan for which there is a breach of any representations and warranties in the related Transfer Agreement which adversely and materially affects the value of such Mortgage Loan and such substitute mortgage loan is not a Qualifying Substitute Mortgage Loan, under the terms of the Mortgage Loan Sale Agreement, Lehman Brothers Holdings will, in exchange for such substitute Mortgage Loan, (i) provide the applicable Purchase Price for the affected Mortgage Loan or (ii) within two years of the Closing Date, substitute such affected Mortgage Loan with a Qualifying Substitute Mortgage Loan.
 
Section 2.05. Repurchase, Purchase or Substitution of Mortgage Loans.
 
(a) With respect to any Mortgage Loan repurchased by the Depositor pursuant to this Agreement, by Lehman Brothers Holdings pursuant to the Mortgage Loan Sale Agreement or by any Transferor pursuant to the applicable Transfer Agreement, the principal portion of the funds received by the Master Servicer in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment, the Purchase Price shall be deposited in the Collection Account pursuant to Section 4.01. The Securities Administrator, upon receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan, or certification from the Master Servicer that it is in receipt of such amount, or upon receipt of notification from the related Custodian that it received the Mortgage File for a Qualifying Substitute Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable Substitution Amount), shall release or cause to be released to the Depositor, Lehman Brothers Holdings or the applicable Transferor, as applicable, the related Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted Mortgage Loan released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement, which instruments shall be prepared by the Securities Administrator (or a Custodian), and the Securities Administrator shall have no further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan. The Seller indemnifies and holds the Trust Fund, the Master Servicer, the Trustee, the Securities Administrator, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Securities Administrator, the Master Servicer, the Depositor and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.
 
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(b) With respect to each Qualifying Substitute Mortgage Loan to be delivered to the Securities Administrator (or the applicable Custodian) pursuant to the terms of this Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor, the applicable Transferor, or Lehman Brothers Holdings, as applicable, must deliver to the Securities Administrator (or the applicable Custodian) the Mortgage File for the Qualifying Substitute Mortgage Loan containing the documents set forth in Section 2.01(b) along with a written certification certifying as to the delivery of such Mortgage File and containing the granting language set forth in Section 2.01(a); and (ii) the Depositor will be deemed to have made, with respect to such Qualifying Substitute Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. As soon as practicable after the delivery of any Qualifying Substitute Mortgage Loan hereunder, the Master Servicer, at the expense of the Depositor and at the direction and with the cooperation of the applicable Servicer, shall (i) with respect to a Qualifying Substitute Mortgage Loan that is a Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded by such Servicer if required pursuant to Section 2.01(c)(i), or (ii) with respect to a Qualifying Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to be taken such actions by such Servicer as are necessary to cause the Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS if required pursuant to Section 2.01(c)(ii).
 
(c) Notwithstanding any other provision of this Agreement, the right to substitute Mortgage Loans pursuant to this Article II shall be subject to the additional limitations that no substitution of a Qualifying Substitute Mortgage Loan for a Deleted Mortgage Loan shall be made unless the Trustee and the NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to make the substitution) that, under current law, such substitution will not (A) affect adversely the status of any REMIC established hereunder as a REMIC, or of the related “regular interests” as “regular interests” in any such REMIC, or (B) cause any such REMIC to engage in a “prohibited transaction” or “prohibited contribution” pursuant to the REMIC Provisions. The Depositor shall cause the Mortgage Loan Schedule to be amended in accordance with the terms of this Agreement.
 
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Section 2.06. Grant Clause.
 
It is intended that the conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Agreement; (ii) the Depositor hereby grants to the Trustee for the benefit of the Holders of the Certificates a first priority security interest to secure repayment of an obligation in an amount equal to the aggregate Class Principal Amount of the Certificates in all of the Depositor’s right, title and interest in, to and under, whether now owned or hereafter acquired, the Trust Fund and all proceeds of any and all property constituting the Trust Fund to secure payment of the Certificates; and (iii) this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be in respect of a loan and the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person holding any Certificate, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person, and all proceeds shall be distributed as herein provided.
 
ARTICLE III
 
THE CERTIFICATES
 
Section 3.01. The Certificates.
 
(a) The Certificates shall be issuable in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry Certificates will be evidenced by one or more certificates, beneficial ownership of which will be held in the dollar denominations in Certificate Principal Amount or Notional Principal Amount or in the Percentage Interests, specified herein. Each Class of Book-Entry Certificates shall be issued in the minimum denominations in Certificate Principal Amount (or Notional Amount) or Percentage Interest specified in the Preliminary Statement hereto and in integral multiples of $1 or 5% (in the case of Certificates issued in Percentage Interests) in excess thereof. Each Class of Non-Book Entry Certificates other than the Residual Certificate shall be issued in definitive, fully registered form in the minimum denominations in Certificate Principal Amount (or Notional Amount) specified in the Preliminary Statement hereto and in integral multiples of $1 in excess thereof. The Class R-II Certificates shall each be issued as a single Certificate and maintained in definitive, fully registered form in a minimum denomination equal to $100, and the and Class P Certificates shall each be issued as a single Certificate and maintained in definitive, fully registered form in a minimum denomination equal to $1000. The Class X and Class C Certificates shall be maintained in definitive, fully registered form in a minimum denomination equal to 25% of the Percentage Interest of such Class of Certificates. The Certificates may be issued in the form of typewritten certificates. One Certificate of each Class of Certificates other than any Class of Residual Certificates may be issued in any denomination in excess of the minimum denomination.
 
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(b) The Certificates shall be executed by manual or facsimile signature by an authorized officer of the Trustee or the Authenticating Agent. Each Certificate shall, on original issue, be authenticated by the Authenticating Agent upon the order of the Depositor upon receipt by the Trustee of the Mortgage Files described in Section 2.01. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein, executed by an authorized officer of the Authenticating Agent, if any, by manual signature, and such certification upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. At any time and from time to time after the execution and delivery of this Agreement, the Depositor may direct the Trustee to execute the Certificates and deliver such Certificates by the Depositor to the Authenticating Agent for authentication and the Authenticating Agent shall authenticate and deliver such Certificates as in this Agreement provided and not otherwise. The Depositor hereby directs the Trustee to execute the Certificates on the Closing Date.
 
(c) The Privately Offered Certificates offered and sold in reliance on the exemption from registration under Rule 144A under the Act shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A added to the forms of such Certificates (each, a “Restricted Global Security”), which shall be deposited on behalf of the subscribers for such Certificates represented thereby with the Securities Administrator, as custodian for DTC and registered in the name of a nominee of DTC, duly executed and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amounts of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.
 
The Privately Offered Certificates sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A hereto added to the forms of such Certificates (each, a “Regulation S Global Security”), which shall be deposited on behalf of the subscribers for such Certificates represented thereby with the Securities Administrator, as custodian for DTC and registered in the name of a nominee of DTC, duly executed by the Trustee and authenticated by the Authenticating Agent as hereinafter provided. The aggregate principal amounts of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Administrator or DTC or its nominee, as the case may be, as hereinafter provided.
 
(d) The Privately Offered Certificates sold to an “accredited investor” complying with the transfer provision set forth in Section 3.03 under Rule 501(a)(1), (2), (3) or (7) under the Act shall be issued initially in the form of one or more Definitive Certificates.
 
Section 3.02. Registration.
 
The Securities Administrator is hereby appointed, and hereby accepts its appointment as, the initial Certificate Registrar in respect of the Certificates and shall maintain books for the registration and for the transfer of Certificates (the “Certificate Register”). The Securities Administrator may appoint a bank or trust company to act as Certificate Registrar. A registration book shall be maintained for the Certificates collectively. The Certificate Registrar may resign or be discharged or removed and a new successor may be appointed in accordance with the procedures and requirements set forth in Sections 6.06 and 6.07 hereof with respect to the resignation, discharge or removal of the Securities Administrator and the appointment of a successor securities administrator. The Certificate Registrar may appoint, by a written instrument delivered to the Holders and the Master Servicer, any bank or trust company to act as co-registrar under such conditions as the Certificate Registrar may prescribe; provided, however, that the Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.
 
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Section 3.03. Transfer and Exchange of Certificates.
 
(a) A Certificate (other than Book-Entry Certificates which shall be subject to Section 3.09 hereof) may be transferred by the Holder thereof only upon presentation and surrender of such Certificate at the office of the Certificate Registrar duly endorsed or accompanied by an assignment duly executed by such Holder or his duly authorized attorney in such form as shall be satisfactory to the Certificate Registrar. Upon the transfer of any Certificate in accordance with the preceding sentence, the Trustee shall execute, and any Authenticating Agent shall authenticate and deliver to the transferee, one or more new Certificates of the same Class and evidencing, in the aggregate, the same aggregate Certificate Principal Amount or Percentage Interest as the Certificate being transferred. No service charge shall be made to a Certificateholder for any registration of transfer of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer of Certificates.
 
(b) A Certificate may be exchanged by the Holder thereof for any number of new Certificates of the same Class, in authorized denominations, representing in the aggregate the same Certificate Principal Amount or Percentage Interest as the Certificate surrendered, upon surrender of the Certificate to be exchanged at the office of the Certificate Registrar duly endorsed or accompanied by a written instrument of transfer duly executed by such Holder or his duly authorized attorney in such form as is satisfactory to the Certificate Registrar. Certificates delivered upon any such exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Certificates surrendered. No service charge shall be made to a Certificateholder for any exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, and any Authenticating Agent shall authenticate, date and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.
 
(c) By acceptance of a Restricted Certificate or a Regulation S Global Security, whether upon original issuance or subsequent transfer, each Holder of such a Certificate acknowledges the restrictions on the transfer of such Certificate set forth thereon and agrees that it will transfer such a Certificate only as provided herein. In addition, each Holder of a Regulation S Global Security shall be deemed to have represented and warranted to the Trustee, the Securities Administrator, the Certificate Registrar and any of their respective successors that: (i) such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Certificates or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Certificates, such Certificates may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the Act, that is purchasing such Certificates for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Agreement; and it will notify such transferee of the transfer restrictions specified in this Section.
 
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The following restrictions shall apply with respect to the transfer and registration of transfer of a Restricted Certificate to a transferee that takes delivery in the form of a Definitive Certificate:
 
(i) The Certificate Registrar shall register the transfer of a Restricted Certificate if the requested transfer is (x) to the Depositor or the Placement Agent, an affiliate (as defined in Rule 405 under the Act) of the Depositor or the Placement Agent or (y) being made to a QIB by a transferor that has provided the Certificate Registrar with a certificate in the form of Exhibit F hereto; and
 
(ii) The Certificate Registrar shall register the transfer of a Restricted Certificate if the requested transfer is being made to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Act by a transferor who furnishes to the Certificate Registrar a letter of the transferee substantially in the form of Exhibit G hereto.
 
(d)  No Transfer of an ERISA-Restricted Certificate or a Residual Certificate will be registered unless the Securities Administrator, the Certificate Registrar and the Depositor receive (A) a representation as set forth in Exhibit D-1 for Residual Certificates or Exhibit H for ERISA-Restricted Certificates to the effect that such transferee is not an employee benefit plan or arrangement subject to Title I of ERISA, a plan subject to Section 4975 of the Code or a plan subject to any provisions under any federal, state, local, non-U.S. or other laws or regulations that are substantively similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (collectively, a “Plan”), and is not directly or indirectly acquiring the ERISA-Restricted Certificate or Residual Certificate for, on behalf of, or with any assets of any such Plan, or (B) solely in the case of ERISA-Restricted Certificates (I) if the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation as set forth in Exhibit H that such transferee is an insurance company that is acquiring the Certificate with assets contained in an “insurance company general account,” as defined in Section V(e) of PTCE 95-60, and the acquisition and holding of the Certificate are covered and exempt under Sections I and III of PTCE 95-60, or (II) solely in the case of an ERISA-Restricted Certificate that is a Definitive Certificate, an Opinion of Counsel satisfactory to the Securities Administrator, the Certificate Registrar and the Depositor, and upon which the Securities Administrator, the Certificate Registrar and the Depositor shall be entitled to rely, to the effect that the acquisition and holding of such Certificate will not constitute or result in a nonexempt prohibited transaction under ERISA or the Code, or a violation of Similar Law, and will not subject the Trustee, the Securities Administrator, the Certificate Registrar, the Master Servicer or the Depositor to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator, the Certificate Registrar, the Master Servicer or the Depositor.
 
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Except in the case of a Definitive Certificate, the representations set forth in the preceding two paragraphs, other than clause (B)(II) in the immediately preceding paragraph, shall be deemed to have been made to the Securities Administrator, the Certificate Registrar and the Depositor by the transferee’s acceptance of an ERISA-Restricted Certificate or Residual Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any Class of ERISA-Restricted Certificate or Residual Certificate). The Securities Administrator, the Certificate Registrar and the Depositor shall not have any obligation to monitor transfers of Book-Entry Certificates or Restricted Global Securities that are ERISA-Restricted Certificates or Residual Certificates or any liability for transfers of such Certificates in violation of the transfer restrictions.
 
Notwithstanding any other provision herein to the contrary, any purported transfer of an ERISA-Restricted Certificate or Residual Certificate to or on behalf of a Plan without the delivery to the Trustee, the Certificate Registrar and the Depositor of a representation or an Opinion of Counsel satisfactory to the Securities Administrator, the Certificate Registrar and the Depositor as described above shall be void and of no effect and the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate, retroactive to the date of transfer to the purported beneficial owner. The Securities Administrator, the Certificate Registrar and the Depositor shall not have any liability to any Person for any registration or transfer of any ERISA-Restricted Certificate or Residual Certificate that is in fact not permitted by this Section 3.03(d) and the Securities Administrator, the Certificate Registrar and the Depositor shall not have any liability for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. The Securities Administrator, the Certificate Registrar and the Depositor shall be entitled, but not obligated, to recover from any Holder of any ERISA-Restricted Certificate or Residual Certificate that was in fact a Plan and that held such Certificate in violation of this Section 3.03(d) all payments made on such ERISA-Restricted Certificate at and after the time it commenced such holding. Any such payments so recovered shall be paid and delivered to the last preceding Holder of such Certificate that is not a Plan.
 
(e) As a condition of the registration of transfer or exchange of any Certificate, the Certificate Registrar may require the certified taxpayer identification number of the owner of the Certificate and the payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith; provided, however, that the Certificate Registrar shall have no obligation to require such payment or to determine whether or not any such tax or charge may be applicable. No service charge shall be made to the Certificateholder for any registration, transfer or exchange of a Certificate.
 
(f) Notwithstanding anything to the contrary contained herein, no Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to (i) a Disqualified Organization or (ii) an individual, corporation or partnership or other person unless, in the case of clause (ii), such person is (A) not a Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Securities Administrator with an effective Internal Revenue Service Form W-8ECI or successor form at the time and in the manner required by the Code (any such person who is not covered by clause (A) or (B) above is referred to herein as a “Non-permitted Foreign Holder”).
 
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Prior to and as a condition of the registration of any transfer, sale or other disposition of a Residual Certificate, the proposed transferee shall deliver to the Securities Administrator an affidavit in substantially the form attached hereto as Exhibit D-1 representing and warranting, among other things, that such transferee is neither a Disqualified Organization, an agent or nominee acting on behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder (any such transferee, a “Permitted Transferee”), and the proposed transferor shall deliver to the Securities Administrator an affidavit in substantially the form attached hereto as Exhibit D-2. In addition, the Securities Administrator may (but shall have no obligation to) require, prior to and as a condition of any such transfer, the delivery by the proposed transferee of an Opinion of Counsel, addressed to the Depositor, the Master Servicer, the Securities Administrator, any NIMS Insurer and the Trustee satisfactory in form and substance to the Depositor, that such proposed transferee or, if the proposed transferee is an agent or nominee, the proposed beneficial owner, is not a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder. Notwithstanding the registration in the Certificate Register of any transfer, sale, or other disposition of a Residual Certificate to a Disqualified Organization, an agent or nominee thereof, or Non-permitted Foreign Holder, such registration shall be deemed to be of no legal force or effect whatsoever and such Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall not be deemed to be a Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Residual Certificate. Neither the Securities Administrator nor the Certificate Registrar shall be under any liability to any person for any registration or transfer of a Residual Certificate to a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder or for the maturity of any payments due on such Residual Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of the Agreement, so long as the transfer was effected in accordance with this Section 3.03(f), unless a Responsible Officer of the Securities Administrator or the Certificate Registrar shall have actual knowledge at the time of such transfer or the time of such payment or other action that the transferee is a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder. The Securities Administrator or the Certificate Registrar shall be entitled to recover from any Holder of a Residual Certificate that was a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder at the time it became a Holder or any subsequent time it became a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder, all payments made on such Residual Certificate at and after either such times (and all costs and expenses, including but not limited to attorneys’ fees, incurred in connection therewith). Any payment (not including any such costs and expenses) so recovered by the Securities Administrator or the Certificate Registrar shall be paid and delivered to the last preceding Holder of such Residual Certificate.
 
If any purported transferee shall become a registered Holder of a Residual Certificate in violation of the provisions of this Section 3.03(f), then upon receipt of written notice to the Securities Administrator or the Certificate Registrar that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 3.03(f), the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of such Residual Certificate. Neither the Securities Administrator nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 3.03(f), for making any payment due on such Certificate to the registered Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the preceding paragraph of this Section 3.03(f).
 
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(g) Each Holder of a Residual Certificate, by such Holder’s acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this section.
 
(h) Notwithstanding any provision to the contrary herein, so long as a Global Security representing any of the Privately Offered Certificates remains outstanding and is held by or on behalf of DTC, transfers of a Global Security representing any such Certificates, in whole or in part, shall only be made in accordance with Section 3.01 and this Section 3.03(h).
 
(i) Subject to clauses (ii) and (iii) of this Section 3.03(h), transfers of a Global Security representing any of the Privately Offered Certificates shall be limited to transfers of such Global Security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.
 
(ii) Restricted Global Security to Regulation S Global Security. If a holder of a beneficial interest in a Restricted Global Security deposited with or on behalf of DTC wishes at any time to exchange its interest in such Restricted Global Security for an interest in a Regulation S Global Security, or to transfer its interest in such Restricted Global Security to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Security, such holder, provided such holder is not a U.S. person, may, subject to the rules and procedures of DTC, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Regulation S Global Security. Upon receipt by the Certificate Registrar, of (I) instructions from DTC directing the Certificate Registrar, to be credited a beneficial interest in a Regulation S Global Security in an amount equal to the beneficial interest in such Restricted Global Security to be exchanged but not less than the minimum denomination applicable to such holder’s Certificates held through a Regulation S Global Security, (II) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (III) a certificate in the form of Exhibit L-1 hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Securities, including that the holder is not a U.S. person, and pursuant to and in accordance with Regulation S, the Certificate Registrar, shall reduce the principal amount of the Restricted Global Security and increase the principal amount of the Regulation S Global Security by the aggregate principal amount of the beneficial interest in the Restricted Global Security to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security equal to the reduction in the principal amount of the Restricted Global Security.
 
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(iii) Regulation S Global Security to Restricted Global Security. If a holder of a beneficial interest in a Regulation S Global Security deposited with or on behalf of DTC wishes at any time to transfer its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of an interest in a Restricted Global Security, such holder may, subject to the rules and procedures of DTC, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Security. Upon receipt by the Certificate Registrar, of (I) instructions from DTC directing the Certificate Registrar, to cause to be credited a beneficial interest in a Restricted Global Security in an amount equal to the beneficial interest in such Regulation S Global Security to be exchanged but not less than the minimum denomination applicable to such holder’s Certificates held through a Restricted Global Security, to be exchanged, such instructions to contain information regarding the participant account with DTC to be credited with such increase, and (II) a certificate in the form of Exhibit L-2 hereto given by the holder of such beneficial interest and stating, among other things, that the Person transferring such interest in such Regulation S Global Security reasonably believes that the Person acquiring such interest in a Restricted Global Security is a QIB, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A under the Act and in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, then the Certificate Registrar, will reduce the principal amount of the Regulation S Global Security and increase the principal amount of the Restricted Global Security by the aggregate principal amount of the beneficial interest in the Regulation S Global Security to be transferred and the Certificate Registrar, shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Restricted Global Security equal to the reduction in the principal amount of the Regulation S Global Security.
 
(iv) Other Exchanges. In the event that a Global Security is exchanged for Certificates in definitive registered form without interest coupons, pursuant to Section 3.09(c) hereof, such Certificates may be exchanged for one another only in accordance with such procedures as are substantially consistent with the provisions above (including certification requirements intended to insure that such transfers comply with Rule 144A, comply with Rule 501(a)(1), (2), (3) or (7) or are to Non-U.S. Persons in compliance with Regulation S under the Act, as the case may be), and as may be from time to time adopted by the Certificate Registrar.
 
(v) Restrictions on U.S. Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(iii).
 
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Section 3.04. Cancellation of Certificates.
 
Any Certificate surrendered for registration of transfer or exchange shall be cancelled and retained in accordance with normal retention policies with respect to cancelled certificates maintained by the Securities Administrator or the Certificate Registrar.
 
Section 3.05. Replacement of Certificates.
 
If (i) any Certificate is mutilated and is surrendered to the Securities Administrator or any Authenticating Agent or (ii) the Securities Administrator or any Authenticating Agent receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to any NIMS Insurer and the Securities Administrator or the Authenticating Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Depositor and any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Certificate Principal Amount. Upon the issuance of any new Certificate under this Section 3.05, the Trustee and Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or the Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 3.05 shall constitute complete and indefeasible evidence of ownership in the applicable Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
 
Section 3.06. Persons Deemed Owners.
 
Subject to the provisions of Section 3.09 with respect to Book-Entry Certificates, the Depositor, the Securities Administrator, the Master Servicer, the Trustee, any NIMS Insurer, the Certificate Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered upon the books of the Certificate Registrar as the owner of such Certificate for the purpose of receiving distributions pursuant to Sections 5.01 and 5.02 and for all other purposes whatsoever, and neither the Depositor, the Securities Administrator, the Master Servicer, the Trustee, any NIMS Insurer, the Certificate Registrar nor any agent of any of them shall be affected by notice to the contrary.
 
Section 3.07. Temporary Certificates.
 
(a) Pending the preparation of Definitive Certificates, upon the order of the Depositor, the Trustee shall execute and Authenticating Agent shall authenticate and deliver temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Certificates in lieu of which they are issued and with such variations as the authorized officers executing such Certificates may determine, as evidenced by their execution of such Certificates.
 
(b) If temporary Certificates are issued, the Depositor will cause Definitive Certificates to be prepared without unreasonable delay. After the preparation of Definitive Certificates, the temporary Certificates shall be exchangeable for Definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Certificate Registrar without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute, and the Authenticating Agent shall authenticate and deliver in exchange therefor a like aggregate Certificate Principal Amount of Definitive Certificates of the same Class in the authorized denominations. Until so exchanged, the temporary Certificates shall in all respects be entitled to the same benefits under this Agreement as Definitive Certificates of the same Class.
 
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Section 3.08. Appointment of Paying Agent.
 
(a) The Securities Administrator may appoint a Paying Agent (which may be the Securities Administrator) for the purpose of making distributions to Certificateholders hereunder. The Securities Administrator is hereby appointed, and hereby accepts its appointment as initial Paying Agent in respect of the Certificates. The Trustee shall cause such Paying Agent (including the Securities Administrator to the extent not already required of the Securities Administrator under this Agreement) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for the payment to Certificateholders in an Eligible Account in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to the Certificateholders. All funds remitted by the Securities Administrator to any such Paying Agent for the purpose of making distributions shall be paid to Certificateholders on each Distribution Date and any amounts not so paid shall be returned on such Distribution Date to the Securities Administrator. If the Paying Agent is not the Securities Administrator, the Securities Administrator shall cause the funds to be remitted to the Paying Agent on or before the Business Day prior to each Distribution Date, by wire transfer in immediately available funds, the funds to be distributed on such Distribution Date.
 
(b) Any Paying Agent shall be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers. Any Paying Agent shall comply with its reporting obligations under Regulation AB with respect to the Trust Fund in form and substance similar to those of the Securities Administrator pursuant to Sections 6.20 and 9.25, and the related assessment of compliance shall cover, at a minimum, the matters indicated as obligations with respect to the Paying Agent on Exhibit O attached hereto, provided that if the Securities Administrator is the Paying Agent, any reporting obligations under Regulation AB specific to the Paying Agent shall be undertaken by the Securities Administrator in the course of its own reporting and not separately. In addition, any Paying Agent shall notify the Sponsor, the Master Servicer and the Depositor within five (5) calendar days of knowledge thereof (i) of any legal proceedings pending against the Paying Agent of the type described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any merger, consolidation or sale of substantially all of the assets of the Paying Agent and (iii) if the Paying Agent shall become (but only to the extent not previously disclosed) at any time an Affiliate of any of the parties listed on Exhibit R hereto or any of their Affiliates.
 
(c) Any Paying Agent (if other than the Securities Administrator) agrees to indemnify the Depositor, the Trustee, the Securities Administrator and the Master Servicer, and each of their respective directors, officers, employees and agents and the Trust Fund and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon the failure by such Paying Agent to deliver any information, report or certification when and as required under Section 6.20 and Section 9.25(a), provided, however, that this sentence shall not apply if the Paying Agent is the Trustee. This indemnification shall survive the termination of this Agreement or the termination of such Paying Agent hereunder.
 
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Section 3.09. Book-Entry Certificates.
 
(a) Each Class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the nominee of the Clearing Agency, and no Certificate Owner will receive a Definitive Certificate representing such Certificate Owner’s interest in the Book-Entry Certificates, except as provided in Section 3.09(c). Unless Definitive Certificates have been issued to Certificate Owners of Book-Entry Certificates pursuant to Section 3.09(c):
 
(i) the provisions of this Section 3.09 shall be in full force and effect;
 
(ii) the Depositor, the Securities Administrator, the Master Servicer, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Book-Entry Certificates) as the authorized representatives of the Certificate Owners and the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
 
(iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control; and
 
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Certificates are issued pursuant to Section 3.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants.
 
(b) Whenever notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Securities Administrator shall give all such notices and communications specified herein to be given to Holders of the Book-Entry Certificates to the Clearing Agency.
 
(c) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Securities Administrator in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates identified as such to the Securities Administrator by an Officer’s Certificate from the Clearing Agency advise the Securities Administrator and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of a Class of Book-Entry Certificates, the Securities Administrator shall notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Securities Administrator shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Securities Administrator, to the extent applicable, with respect to such Definitive Certificates and the Securities Administrator shall recognize the holders of the Definitive Certificates as Certificateholders hereunder.
 
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ARTICLE IV
 
ADMINISTRATION OF THE TRUST FUND
 
Section 4.01. Collection Account.
 
(a) On the Closing Date, the Master Servicer shall open and shall thereafter maintain a segregated account held in trust (the “Collection Account”), entitled “Aurora Loan Services LLC as Master Servicer, in trust for the benefit of the Holders of Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2007-9.” The Collection Account shall relate solely to the Certificates issued by the Trust Fund hereunder, and funds in such Collection Account shall not be commingled with any other monies.
 
(b) The Collection Account shall be an Eligible Account. If an existing Collection Account ceases to be an Eligible Account, the Master Servicer shall establish a new Collection Account that is an Eligible Account within 10 days and transfer all funds on deposit in such existing Collection Account into such new Collection Account.
 
(c) The Master Servicer shall give to the Trustee and the Securities Administrator prior written notice of the name and address of the depository institution at which the Collection Account is maintained and the account number of such Collection Account. No later than 1:00 p.m. New York City time on each Deposit Date, the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 4.02), not including any amounts which are to be excluded from the Available Distribution Amount for such Distribution Date pursuant to clauses (A) through (H) of paragraph (i) of the definition thereof (other than any amounts due or reimbursable to the Trustee, the Custodians or the Securities Administrator pursuant to this Agreement), shall be remitted to the Securities Administrator for deposit into the Certificate Account by wire transfer in immediately available funds. The Master Servicer, at its option, may choose to make daily remittances from the Collection Account to the Securities Administrator for deposit into the Certificate Account.
 
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(d) The Master Servicer shall deposit or cause to be deposited into the Collection Account, no later than the second Business Day following the Closing Date, any amounts representing Scheduled Payments on the Mortgage Loans due after the Cut-off Date and received by the Master Servicer on or before the Closing Date. Thereafter, the Master Servicer shall deposit or cause to be deposited in the Collection Account on the earlier of the applicable Remittance Date and two Business Days following receipt thereof, the following amounts received or payments made by it (other than in respect of principal of and interest on the Mortgage Loans due on or before the Cut-Off Date):
 
(i) all payments on account of principal, including Principal Prepayments and late collections, on the Mortgage Loans;
 
(ii) all payments on account of interest on the Mortgage Loans (other than payments due prior to the Cut-off Date), net of the applicable Servicing Fee and Master Servicing Fee with respect to each such Mortgage Loan, but only to the extent of the amount permitted to be withdrawn or withheld from the Collection Account in accordance with Sections 5.04 and 9.21;
 
(iii) any unscheduled payment or other recovery with respect to a Mortgage Loan not otherwise specified in this paragraph (d), including any Subsequent Recovery, all Net Liquidation Proceeds with respect to the Mortgage Loans and REO Property, and all amounts received in connection with the operation of any REO Property, net of any unpaid Servicing Fees and Master Servicing Fees with respect to such Mortgage Loans, but only to the extent of the amount permitted to be withdrawn or withheld from the Collection Account in accordance with Sections 5.04 and 9.21;
 
(iv) all Insurance Proceeds;
 
(v) all Advances made by the Master Servicer or the applicable Servicer pursuant to Section 5.04 or the applicable Servicing Agreement;
 
(vi) all Prepayment Penalty Amounts;
 
(vii) all proceeds of any Mortgage Loan purchased by any Person; and
 
(viii) the Purchase Price or Repurchase Price of any Mortgage Loan repurchased by the Depositor, the Seller, the Master Servicer or any other Person, and any Substitution Amount related to any Qualifying Substitute Mortgage Loan and any purchase price paid by any NIMS Insurer for the purchase of any Distressed Mortgage Loan under Section 7.04.
 
(e) Funds in the Collection Account may be invested in Eligible Investments (selected by and at the written direction of the Master Servicer) which shall mature not later than one Business Day prior to the Deposit Date (except that if such Eligible Investment is an obligation of the Securities Administrator or the Paying Agent, if other than the Securities Administrator, and such Collection Account is maintained with the Securities Administrator or the Paying Agent, if other than the Securities Administrator, then such Eligible Investment shall mature not later than such applicable Deposit Date), and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Master Servicer in trust for the benefit of the Trustee and Holders of Structured Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series 2007-9. All income and gain realized from any such investment shall be for the benefit of the Master Servicer, while such Collection Account is maintained by the Master Servicer, and shall be subject to its withdrawal or order from time to time and shall not be part of the Trust Fund. The amount of any losses incurred in respect of any such investments shall be deposited in such Collection Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. The foregoing requirements for deposit in the Collection Account are exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments of interest on funds in the Collection Account and payments in the nature of late payment charges or assumption fees need not be deposited by the Master Servicer in the Collection Account and may be retained by the Master Servicer or the applicable Servicer as additional servicing compensation. If the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Collection Account.
 
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Section 4.02. Application of Funds in the Collection Account.
 
(a) The Master Servicer may, from time to time, make, or cause to be made, withdrawals from the Collection Account for the following purposes:
 
(i) to reimburse itself or any Servicer for Advances made by it or by such Servicer pursuant to Section 5.04 or the applicable Servicing Agreement; the Master Servicer’s right to reimburse itself pursuant to this subclause (i) is limited to amounts received on or in respect of particular Mortgage Loans (including, for this purpose, Liquidation Proceeds and amounts representing Insurance Proceeds with respect to the property subject to the related Mortgage) which represent late recoveries (net of the applicable Servicing Fee and the Master Servicing Fee) of payments of principal or interest respecting which any such Advance was made, it being understood, in the case of any such reimbursement, that the Master Servicer’s or Servicer’s right thereto shall be prior to the rights of the Certificateholders;
 
(ii) to reimburse itself or any Servicer for any Advances or Servicing Advances made by it or by such Servicer that it or such Servicer determines in good faith will not be recoverable from amounts representing late recoveries of payments of principal or interest respecting the particular Mortgage Loan as to which such Advance or Servicing Advance was made or from Liquidation Proceeds or Insurance Proceeds with respect to such Mortgage Loan, it being understood, in the case of any such reimbursement, that such Master Servicer’s or Servicer’s right thereto shall be prior to the rights of the Certificateholders;
 
(iii) to reimburse itself or any Servicer from Liquidation Proceeds for Liquidation Expenses and for amounts expended by it pursuant to Sections 9.20 and 9.22(a) or the applicable Servicing Agreement in good faith in connection with the restoration of damaged property and, to the extent that Liquidation Proceeds after such reimbursement exceed the unpaid principal balance of the related Mortgage Loan, together with accrued and unpaid interest thereon at the applicable Mortgage Rate less the applicable Servicing Fee and the Master Servicing Fee for such Mortgage Loan to the Due Date next succeeding the date of its receipt of such Liquidation Proceeds, to pay to itself out of such excess the amount of any unpaid assumption fees, late payment charges or other Mortgagor charges on the related Mortgage Loan and to retain any excess remaining thereafter as additional servicing compensation, it being understood, in the case of any such reimbursement or payment, that such Master Servicer’s or Servicer’s right thereto shall be prior to the rights of the Certificateholders;
 
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(iv) in the event it has elected not to pay itself the Master Servicing Fee out of any Mortgagor payment on account of interest or other recovery with respect to a particular Mortgage Loan prior to the deposit of such Mortgagor payment or recovery in the Collection Account, to pay to itself the Master Servicing Fee for each Distribution Date and any unpaid Master Servicing Fees for prior Distribution Dates, as reduced pursuant to Section 5.05, from any Mortgagor payment as to interest or such other recovery with respect to that Mortgage Loan, as is permitted by this Agreement;
 
(v) to reimburse itself or any Servicer for expenses incurred by and recoverable by or reimbursable to it or such Servicer pursuant to Section 9.04, 9.06, 9.16 or 9.22(a) or pursuant to the applicable Servicing Agreement (to the extent such reimbursement constitutes “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)), and to reimburse itself for any expenses reimbursable to it pursuant to Section 10.01(c);
 
(vi) to pay to the applicable Person, with respect to each Mortgage Loan or REO Property acquired in respect thereof that has been repurchased by such Person pursuant to this Agreement, all amounts received thereon and not distributed on the date on which the related repurchase was effected;
 
(vii) subject to Section 5.04, to pay to itself income earned on the investment of funds deposited in the Collection Account;
 
(viii) to make payments to the Securities Administrator on each Deposit Date for deposit into the Certificate Account in the amounts and in the manner provided for in Section 4.04;
 
(ix) to make payment to itself, the Trustee and others pursuant to any provision of this Agreement;
 
(x) to pay the Depositor or the Seller, as applicable, with respect to each Mortgage Loan or REO Property acquired in respect thereof that has been purchased pursuant to this Agreement, all amounts received thereon and not distributed on the date on which the related prepurchase was effected, and to pay the applicable person any Advances and Servicing Advances to the extent specified in the definition of Purchase Price;
 
(xi) to withdraw funds deposited in error in the Collection Account;
 
(xii) to clear and terminate any Collection Account pursuant to Section 7.02;
 
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(xiii) to reimburse a successor Master Servicer (solely in its capacity as successor Master Servicer, including the Securities Administrator), for any fee or advance occasioned by a termination of the Master Servicer, and the assumption of such duties by the Securities Administrator or a successor Master Servicer appointed by the Securities Administrator pursuant to Section 6.14, in each case to the extent not reimbursed by the terminated Master Servicer, it being understood, in the case of any such reimbursement or payment, that the right of the Master Servicer or the Securities Administrator thereto shall be prior to the rights of the Certificateholders; and
 
(xiv) to reimburse any Servicer for such amounts as are due thereto under the applicable Servicing Agreement and have not been retained by or paid to such Servicer to the extent provided in such Servicing Agreement provided such amounts are Servicing Fees or “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii).
 
If provided in the related Servicing Agreement, each Servicer shall be entitled to retain as additional servicing compensation any Prepayment Interest Excess (to the extent not offset by Prepayment Interest Shortfalls). The Servicers of the Participations shall be entitled to retain as additional servicing compensation any Prepayment Penalty Amounts received with respect to the Participations.
 
In connection with withdrawals pursuant to subclauses (i), (ii), (iii), (iv) and (vi) above, the Master Servicer’s or Servicer’s entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan. The Master Servicer shall therefore keep and maintain a separate accounting for each Mortgage Loan it master services for the purpose of justifying any withdrawal from the Collection Account it maintains pursuant to such subclause (i), (ii), (iii), (iv) and (vi).
 
(b) In the event that the Master Servicer fails on any Deposit Date to remit to the Securities Administrator any amounts required to be so remitted to the Securities Administrator pursuant to sub-clause (viii) by such date, the Master Servicer shall pay the Securities Administrator, for the account of the Securities Administrator, interest calculated at the “prime rate” (as published in the “Money Rates” section of The Wall Street Journal) on such amounts not timely remitted for the period from and including that Deposit Date to but not including the related Distribution Date. The Master Servicer shall only be required to pay the Securities Administrator interest for the actual number of days such amounts are not timely remitted (e.g., one day’s interest, if such amounts are remitted one day after the Deposit Date).
 
(c) The Securities Administrator shall afford the NIMS Insurer upon reasonable notice, during normal business hours, access to all records maintained by the Securities Administrator in respect of its duties hereunder and access to officers of the Securities Administrator responsible for performing such duties. The Securities Administrator shall cooperate fully with the NIMS Insurer and shall make available to the NIMS Insurer for review and copying at the expense of the NIMS Insurer, such books, documents or records as may be requested with respect to the Securities Administrator’s duties hereunder. The NIMS Insurer shall not have any responsibility or liability for any action or failure to act by the Securities Administrator and are not obligated to supervise the performance of the Securities Administrator under this Agreement or otherwise. The Securities Administrator shall cause the Master Servicer, the Custodian and the Servicer to provide the NIMS Insurer with access to the Mortgage Files upon reasonable notice and during normal business hours.
 
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Section 4.03. Reports to Certificateholders.
 
(a) On each Distribution Date, the Securities Administrator shall prepare (based on information provided by the Master Servicer) and shall make available to the Certificateholders and any NIMS Insurer a written report setting forth the following information, by Mortgage Pool and Certificate Group (on the basis of Mortgage Loan level information provided by the applicable Servicer and the Master Servicer, or in the case of items (xviii), (xx) and (xxi) below, as such information is obtained by the Securities Administrator):
 
(i) the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates, other than any Class of Notional Certificates, to the extent applicable, allocable to principal on the Mortgage Loans, including any Subsequent Recovery, Liquidation Proceeds and Insurance Proceeds, stating separately the amount attributable to scheduled principal payments and unscheduled payments in the nature of principal in each Mortgage Pool;
 
(ii) the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates allocable to interest, including any Accrual Amount added to the Class Principal Amount of any Class of Accrual Certificates;
 
(iii) the amount, if any, of any distributions to the Holders of the Class P, Class X (including the 1-X Component), and Class R Certificates on such Distribution Date, stated separately, and the aggregate amounts, if any, of distributions to the Holders of the Class P, Class X (including the 1-X Component) and Class R Certificates on all Distribution Dates, stated separately;
 
(iv) (A) the aggregate amount of any Advances required to be made with respect to the related Collection Period by or on behalf of the Master Servicer or any Servicer (or, if applicable, the Securities Administrator, solely in its capacity as successor master servicer), (B) the aggregate amount of such Advances actually made, and (C) the amount, if any, by which (A) above exceeds (B) above;
 
(v) the Aggregate Principal Balance of the Mortgage Loans and the Pool Balance of each Mortgage Pool for such Distribution Date, after giving effect to payments allocated to principal reported under clause (i) above;
 
(vi) the Class Principal Amount (or Class Notional Amount) of each Class of Certificates, to the extent applicable, as of such Distribution Date after giving effect to payments allocated to principal reported under clause (i) above (and to the addition of any Accrual Amount in the case of any Class of Accrual Certificates), separately identifying any reduction of any of the foregoing Certificate Principal Amounts due to Realized Losses;
 
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(vii) any Realized Losses realized with respect to the Mortgage Loans (x) in the applicable Prepayment Period and (y) in the aggregate since the Cut-off Date, stating separately the amount of Special Hazard Losses, Fraud Losses and Bankruptcy Losses and the aggregate amount of such Realized Losses, and the remaining Special Hazard Loss Amount, Fraud Loss Amount and Bankruptcy Loss Amount;
 
(viii) the amount of the Master Servicing Fees, Servicing Fees and Securities Administrator Fee paid during the Due Period to which such distribution relates;
 
(ix) the number and aggregate outstanding principal balance of Mortgage Loans (not including a Liquidated Mortgage Loan as of the end of the Prepayment Period), as reported to the Securities Administrator by the Master Servicer, (a) remaining outstanding, (b) delinquent one month, (c) delinquent two months, (d) delinquent three or more months and (e) as to which foreclosure proceedings have been commenced as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs;
 
(x) the delinquency method (MBA) that is used to calculate the information provided under (ix) above;
 
(xi) the deemed aggregate principal balance of all REO Properties (not including a Liquidated Mortgage Loan as of the end of the Prepayment Period) as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs; with respect to substitution of Mortgage Loans in the preceding calendar month, the aggregate Scheduled Principal Balance of all such Deleted Mortgage Loans, and of all Qualifying Substitute Mortgage Loans;
 
(xii) the aggregate outstanding Interest Shortfalls and Net Prepayment Interest Shortfalls, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date;
 
(xiii) the Certificate Interest Rate applicable to such Distribution Date with respect to each Class of Certificates;
 
(xiv) the Interest Remittance Amount, the Principal Remittance Amount, the Principal Distribution Amount and the Overcollateralization Release Amount applicable to such Distribution Date;
 
(xv) if applicable, the amount of any shortfall (i.e., the difference between the aggregate amounts of principal and interest which Certificateholders would have received if there were sufficient available amounts in the Certificate Account and the amounts actually distributed);
 
(xvi) the Overcollateralization Amount after giving effect to the distributions made on such Distribution Date;
 
(xvii) the amount of any Overcollateralization Deficiency after giving effect to the distributions made in such Distribution Date; and
 
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(xviii) the level of LIBOR and the Certificate Interest Rate of each of the LIBOR Certificates.
 
In the case of information furnished pursuant to subclauses (i), (ii) and (vi) above, the amounts shall (except with respect to the Class X and Class 1-AP and Class 2-AP Certificates) be expressed as a dollar amount per $1,000 of original principal amount of Certificates.
 
In addition to the information listed above for any year in which the Depositor is subject to Exchange Act Reporting with respect to the Certificates, such Distribution Date report shall also include such other information as is required by Form 10-D, including but not limited to, the information required by Item 1121 (§ 229.1121) of Regulation AB to the extent that the Securities Administrator shall have received any such information from the Depositor, the Sponsor, the Master Servicer, the Servicer, any Custodian or any Subservicer or Subcontractor therefor, as applicable, no later than four Business Days prior to the Distribution Date.
 
The Securities Administrator shall make such report and additional loan level information (and, at its option, any additional files provided by the Master Servicer containing the same information in an alternative format) provided to it by the Master Servicer available each month to Certificateholders, any NIMS Insurer and the Rating Agencies via the Securities Administrator’s internet website. The Securities Administrator’s internet website shall initially be located at www.ctslink.com and assistance in using the website can be obtained by calling the Securities Administrator’s customer service desk at (866) 846-4526. Such parties that are unable to use the website are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Securities Administrator shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Securities Administrator shall provide timely and adequate notification to all above parties regarding any such changes.
 
The foregoing information and reports shall be prepared and determined by the Securities Administrator based solely on Mortgage Loan data provided to the Securities Administrator by the Master Servicer (in a format attached hereto as Exhibit J as mutually agreed to by the Securities Administrator and the Master Servicer) no later than 2:00 p.m. Eastern Time four Business Days prior to the Distribution Date. In preparing or furnishing the information to be provided by the Securities Administrator, the Master Servicer shall be entitled to rely conclusively on the accuracy and completeness of the information or data regarding the Mortgage Loans and the related REO Property that has been provided to the Master Servicer by the Servicer. The Securities Administrator shall be entitled to conclusively rely on the accuracy and completeness of the Mortgage Loan data provided by the Master Servicer and shall have no liability for any errors or omissions in such Mortgage Loan data or other information, and the Master Servicer shall have no liability for any errors or omissions in such mortgage loan data or information, and the Securities Administrator shall not be obligated to verify, reconcile, recompute or recalculate any such information or data.
 
(b) Upon the reasonable advance written request of any Certificateholder that is a savings and loan, bank or insurance company, which request, if received by the Trustee or the Securities Administrator, will be promptly forwarded to the Master Servicer, the Master Servicer shall provide, or cause to be provided, (or, to the extent that such information or documentation is not required to be provided by a Servicer under the applicable Servicing Agreement, shall use reasonable efforts to obtain such information and documentation from such Servicer, and provide) to such Certificateholder such reports and access to information and documentation regarding the Mortgage Loans as such Certificateholder may reasonably deem necessary to comply with applicable regulations of the Office of Thrift Supervision or its successor or other regulatory authorities with respect to the NIM Securities or an investment in the Certificates; provided, however, that the Master Servicer shall be entitled to be reimbursed by such Certificateholder for such Master Servicer’s actual expenses incurred in providing such reports and access.
 
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(c) Within 90 days, or such shorter period as may be required by statute or regulation, after the end of each calendar year, the Securities Administrator shall, have prepared and shall make available, upon written request, to each Person who at any time during the calendar year was a Certificateholder of record, and to any NIMs Insurer and make available to Certificate Owners (identified as such by the Clearing Agency) in accordance with applicable regulations, a report summarizing the items provided to Certificateholders pursuant to Section 4.03(a) on an annual basis as may be required to enable such Holders to prepare their federal income tax returns; provided, however that this Section 4.03(c) shall not be applicable where relevant reports or summaries are required elsewhere in this Agreement. Such information shall include the amount of original issue discount accrued on each Class of Certificates and information regarding the expenses of the Trust Fund. The Securities Administrator shall be deemed to have satisfied this requirement if it forwards such information in any other format permitted by the Code. The Master Servicer, to the extent available to the Master Servicer pursuant to this Agreement and each Servicing Agreement, shall provide the Securities Administrator with such Mortgage Loan level information as is necessary for the Securities Administrator to prepare such reports.
 
(d) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Master Servicer and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to Certificateholders. The Master Servicer shall provide the Securities Administrator with such information as is necessary for the Securities Administrator to comply with the foregoing to the extent available to the Master Servicer pursuant to this Agreement and each Servicing Agreement.
 
Section 4.04. Certificate Account.
 
(a) The Securities Administrator shall establish and maintain in its name, as securities administrator, a trust account (the “Certificate Account”), entitled Wells Fargo Bank, N.A., as Securities Administrator for HSBC Bank USA, National Association as Trustee in trust for the holders of Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates, Series 2007-9, to be held in trust for the benefit of the Certificateholders until disbursed pursuant to the terms of this Agreement. The Certificate Account shall be an Eligible Account. If the existing Certificate Account ceases to be an Eligible Account, the Securities Administrator shall establish a new Certificate Account that is an Eligible Account within 20 Business Days and transfer all funds on deposit in such existing Certificate Account into such new Certificate Account. The Certificate Account shall relate solely to the Certificates issued hereunder and funds in the Certificate Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Securities Administrator held under this Agreement.
 
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(b) The Securities Administrator shall cause to be deposited into the Certificate Account on the day on which, or, if such day is not a Business Day, the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Securities Administrator all such amounts. The Securities Administrator shall make withdrawals from the Certificate Account only for the following purposes:
 
(i) to withdraw amounts deposited in the Certificate Account in error;
 
(ii) to pay itself the Securities Administrator Fee and any investment income earned with respect to funds in the Certificate Account invested in Eligible Investments as set forth in subsection (c) below, and to make payments to itself, the Trustee and others prior to making distributions pursuant to Section 5.02 for any expenses or other indemnification owing to itself, the Trustee and others pursuant to any provision of this Agreement or any Custodial Agreement (to the extent payment of such expenses or other indemnification constitutes “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii));
 
(iii) to make payments of the Master Servicing Fee (to the extent not already withheld or withdrawn from the Collection Account by the Master Servicer) to the Master Servicer;
 
(iv) to make distributions to the Certificateholders pursuant to Article V; and
 
(v) to clear and terminate the Certificate Account pursuant to Section 7.02.
 
(c) The Securities Administrator may invest, or cause to be invested, funds held in the Certificate Account, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Securities Administrator). All such investments must mature no later than the next Distribution Date, and shall not be sold or disposed of prior to their maturity. All such Eligible Investments will be made in the name of the Securities Administrator (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be paid to the Securities Administrator and shall be subject to its withdrawal on order from time to time. The amount of any losses incurred in respect of any such investments shall be paid by the Securities Administrator for deposit in the Certificate Account out of its own funds, without any right of reimbursement therefor, immediately as realized. Funds held in the Certificate Account that are not invested shall be held in cash.
 
(d) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment, or if a default occurs in any other performance required under any Eligible Investment, the Securities Administrator may and, subject to Section 6.01 and Section 6.02(iv), upon the request of the NIMS Insurer, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
 
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ARTICLE V
 
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
 
Section 5.01. Distributions Generally.
 
(a) Subject to Section 7.01 with respect to the final distribution on the Certificates, on each Distribution Date the Securities Administrator (or any Paying Agent) shall make distributions in accordance with this Article V. Such distributions shall be made by wire transfer if the Certificateholder has provided the Securities Administrator with wire instructions or by check mailed to the address of such Certificateholder as it appears in the books of the Securities Administrator if the Certificateholder has not provided the Securities Administrator with wire instructions in immediately available funds to an account specified in the request and at the expense of such Certificateholder; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office. Wire transfers may be made at the expense of the Holder requesting such wire transfer by deducting a wire transfer fee from the related distribution. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of each REMIC and the payment in full of all other amounts due with respect to the Residual Certificate and at such time such final payment in retirement of the Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office of the Certificate Registrar. If any payment required to be made on the Certificates is to be made on a day that is not a Business Day, then such payment will be made on the next succeeding Business Day.
 
(b) All distributions or allocations made with respect to Certificateholders within each Class on each Distribution Date shall be allocated among the outstanding Certificates in such Class equally in proportion to their respective initial Certificate Principal Amounts (or initial Notional Amounts or Percentage Interests).
 
(c) The Securities Administrator (or Paying Agent, as applicable) shall make payments to Certificateholders and any other person pursuant to this Article V based solely on the information set forth in the monthly report furnished by the Securities Administrator in accordance with Section 4.03(a), and shall be entitled to conclusively rely on such information and reports, and on the calculations contained therein, when making distributions to Certificateholders and any other party. The Securities Administrator (or Paying Agent, as applicable) shall have no liability for any errors in such reports or information, and shall not be required to verify, recompute, reconcile or recalculate any such information or data.
 
Section 5.02. Distributions from the Certificate Account.
 
(a) On each Distribution Date, the Securities Administrator (or any successor Paying Agent, as applicable) shall withdraw from the Certificate Account the Total Distribution Amount (excluding all Prepayment Penalty Amounts) and shall allocate such amount to the interests issued in respect of each REMIC and shall distribute such amount as specified in this Section.
 
(b) On each Distribution Date, the Securities Administrator (or Paying Agent, as applicable) shall distribute the Interest Remittance Amount for Pool 1 as follows:
 
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(i) to the Securities Administrator, the payment of the Securities Administrator Fee allocable to Pool 1 for such Distribution Date;
 
(ii) concurrently, pro rata, to the Pool 1 Senior Certificates, Current Interest and any Carryforward Interest for such classes for such Distribution Date (any shortfall in Current Interest and Carryforward Interest to be allocated between such Classes in proportion to the amount of Current Interest and Carryforward Interest that would otherwise be distributable thereon);
 
(iii)  to the Pool 1 Subordinate Certificates in accordance with the Pool 1 Subordinate Priority, Current Interest and Carryforward Interest for such classes for such Distribution Date; and
 
(iv) for application as part of Monthly Excess Cashflow for such Distribution Date, pursuant to Section 5.02(e) below, any such Interest Remittance Amount for Pool 1 remaining undistributed for such Distribution Date.
 
(c) The Principal Distribution Amount for Pool 1 will be distributed on each Distribution Date, as follows:
 
(i) On each Distribution Date (a) prior to the Stepdown Date or (b) on or after the Stepdown Date and with respect to which a Trigger Event is in effect, until the aggregate Certificate Principal Amount of the Pool 1 Certificates equals the Target Amount for such Distribution Date, the Securities Administrator shall distribute the Principal Distribution Amount for Pool 1 in the following order of priority:
 
(A) to the Securities Administrator, the payment of the Securities Administrator Fee allocable to Pool 1 for such Distribution Date (to the extent not distributed pursuant to Section 5.02(b) above);
 
(B) concurrently to the Pool 1 Senior Certificates (other than the Class 1-AX Certificates), pro rata, until the Class Principal Amount of each such Class has been reduced to zero;
 
(C) to the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate Priority, until the Class Principal Amount of each such Class has been reduced to zero; and
 
(D) for application as part of Monthly Excess Cashflow for such Distribution Date, pursuant to Section 5.02(e) below, any such Principal Distribution Amount for Pool 1 remaining undistributed after application pursuant to clauses (A) through (C) above.
 
(ii) On each Distribution Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, the Securities Administrator shall distribute the Principal Distribution Amount for Pool 1 for such Distribution Date in the following order of priority:
 
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(A) to the Securities Administrator, the payment of the Securities Administrator Fee allocable to Pool 1 for such Distribution Date (to the extent not distributed pursuant to Section 5.02(b) above);
 
(B) (1) so long as any of the Pool 1 Subordinate Certificates are outstanding, to the Pool 1 Senior Certificates (other than the Class 1-AX Certificates), in accordance with the Pool 1 Senior Priority, in an amount equal to the lesser of (x) the excess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to clause (A) above, and (y) the Senior Principal Distribution Amount for Pool 1 for such Distribution Date until the Class Principal Amount of each such class has been reduced to zero; or (2) otherwise to the Pool 1 Senior Certificates, in accordance with the Pool 1 Senior Priority, the exceess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to clause (A) above, in each case until the Class Principal Amount of each such class has been reduced to zero;
 
(C) to the Class M-1 Certificates, an amount equal to the lesser of (x) the excess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to clauses (A) through (B) above, and (y) the M-1 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero;
 
(D) to the Class M-2 Certificates, an amount equal to the lesser of (x) the excess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to clauses (A) through (C) above, and (y) the M-2 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero;
 
(E) to the Class M-3 Certificates, an amount equal to the lesser of (x) the excess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to Clauses (A) through (D) above, and (y) the M-3 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero;
 
(F) to the Class M-4 Certificates, an amount equal to the lesser of (x) the excess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to clauses (A) through (E) above, and (y) the M-4 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero;
 
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(G) to the Class M-5 Certificates, an amount equal to the lesser of (x) the excess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to clauses (A) through (F) above, and (y) the M-5 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero;
 
(H) to the Class M-6 Certificates, an amount equal to the lesser of (x) the excess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to clauses (A) through (G) above, and (y) the M-6 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero;
 
(I) to the Class M-7 Certificates, an amount equal to the lesser of (x) the excess, if any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution Date over (b) the amount distributed on such Distribution Date pursuant to clauses (A) through (H) above, and (y) the M-7 Principal Distribution Amount for such Distribution Date, until the Class Principal Amount of such Class has been reduced to zero; and
 
(J) for application as part of Monthly Excess Cashflow for such Distribution Date pursuant to Section 5.02(e) below, any such Principal Distribution Amount for Pool 1 remaining undistributed after application pursuant to clauses (A) through (I) above.
 
(d) On each Distribution Date, the Available Distribution Amount for Pool 2 will be allocated among the Classes of Senior Certificates relating to Pool 2, and among the Classes of the Pool 2 Subordinate Certificates as follows:
 
(i) from the Available Distribution Amount for Pool 2, to the Securities Administrator, the payment of the Securities Administrator Fee allocable to Pool 2 for such Distribution Date;
 
(ii) from the Available Distribution Amount for Pool 2, to payment of Accrued Certificate Interest on each Class of Senior Certificates, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for Pool 2 for such Distribution Date; provided, however, that any shortfall in available amounts for Pool 2 will be allocated among the Classes of Pool 2 Certificates, in proportion to the amount of such interest (as so reduced) that would otherwise be distributable thereon;
 
(iii) from the Available Distribution Amount for Pool 2, to payment of any outstanding Interest Shortfalls on each Class of Pool 2 Senior Certificates, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for Pool 2 for such Distribution Date; provided, however, that any shortfall in available amounts for either such Mortgage Pool will be allocated among the Classes of Pool 2 Certificates in proportion to the amount of such interest (as so reduced) that would otherwise be distributable thereon;
 
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(iv) to the Pool 2 Senior Certificates (other than the Class 2-AX Certificates) to the extent of the remaining related Available Distribution Amount, in reduction of their Class Principal Amounts sequentially as follows:
 
(A) first, to the Class R-II Certificate, in reduction of its Class Principal Amount until its Class Principal Amount has been reduced to zero;
 
(B) second, concurrently on a pro rata basis to the Class 2-A1 and Class 2-A2 Certificates, until their Class Principal Amounts have been reduced to zero;
 
(v) from the remaining Available Distribution Amount for Pool 2, subject to the prior distribution of amounts pursuant to Section 5.02(h) in the case of clauses (C), (F), (I), (L), (O) and (R), to the Pool 2 Subordinate Certificates, in the following order of priority:
 
(A) to the Class 2-B1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for such Distribution Date;
 
(B) to the Class 2-B1 Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(C) to the Class 2-B1 Certificates, in reduction of the Class Principal Amount thereof, such Class’s Subordinate Class Percentage of each Subordinate Principal Distribution Amount for such Distribution Date, except as provided in Section 5.02(h), until the Class Principal Amount thereof has been reduced to zero;
 
(D) to the Class 2-B2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for such Distribution Date;
 
(E) to the Class 2-B2 Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(F) to the Class 2-B2 Certificates, in reduction of the Class Principal Amount thereof, such Class’s Subordinate Class Percentage of each Subordinate Principal Distribution Amount for such Distribution Date, except as provided in Section 5.02(h), until the Class Principal Amount thereof has been reduced to zero;
 
(G) to the Class 2-B3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for such Distribution Date;
 
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(H) to the Class 2-B3 Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(I)  to the Class 2-B3 Certificates, in reduction of the Class Principal Amount thereof, such Class’s Subordinate Class Percentage of each Subordinate Principal Distribution Amount for such Distribution Date, except as provided in Section 5.02(h), until the Class Principal Amount thereof has been reduced to zero;
 
(J) to the Class 2-B4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for such Distribution Date;
 
(K) to the Class 2-B4 Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(L) to the Class 2-B4 Certificates, in reduction of the Class Principal Amount thereof, such Class’s Subordinate Class Percentage of each Subordinate Principal Distribution Amount for such Distribution Date, except as provided in Section 5.02(h), until the Class Principal Amount thereof has been reduced to zero;
 
(M) to the Class 2-B5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for such Distribution Date;
 
(N) to the Class 2-B5 Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(O) to the Class 2-B5 Certificates, in reduction of the Class Principal Amount thereof, such Class’s Subordinate Class Percentage of each Subordinate Principal Distribution Amount for such Distribution Date, except as provided in Section 5.02(h), until the Class Principal Amount thereof has been reduced to zero;
 
(P) to the Class 2-B6 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for such Distribution Date;
 
(Q) to the Class 2-B6 Certificates, any Interest Shortfall for such Class on such Distribution Date; and
 
(R) to the Class 2-B6 Certificates, in reduction of the Class Principal Amount thereof, such Class’s Subordinate Class Percentage of each Subordinate Principal Distribution Amount for such Distribution Date, except as provided in Section 5.02(h), until the Class Principal Amount thereof has been reduced to zero.
 
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(e) Any Monthly Excess Cashflow for each Distribution Date, will on each Distribution Date be distributed in the following order of priority:
 
(i) For each Distribution Date, Monthly Excess Cashflow will be paid to the Pool 1 Certificates in the following order of priority:
 
(A) concurrently, on a pro rata basis, based on amounts due, to the Pool 1 Senior Certificates, Current Interest and any Carryforward Interest for such Classes for such Distribution Date due pursuant to Section 5.02(b)(ii) above, to the extent unpaid pursuant to such section;
 
(B) to the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate Priority, Current Interest and any Carryforward Interest for each such class and such Distribution Date to the extent unpaid pursuant to Section 5.02(b)(iii) above;
 
(C) to the Trustee and Securities Administrator, previously unreimbursed extraordinary costs, liabilities and expenses, to the extent allocable to Pool 1;
 
(ii) For each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date but for which a Trigger Event is in effect, then until the aggregate Class Principal Amounts of the Pool 1 Certificates equals the Target Amount for such Distribution Date, in reduction of the Class Principal Amounts of the Pool 1 Certificates in the following order of priority:
 
(A) to each Class of Pool 1 Senior Certificates (other than the Class 1-AX Certificates), in accordance with the Pool 1 Senior Priority, in reduction of their respective Class Principal Amounts, until the Class Principal Amount of each such Class has been reduced to zero; and
 
(B) to the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate Priority in reduction of their respective Class Principal Amounts, until the Class Principal Amount of each such Class has been reduced to zero;
 
(iii) For each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect in the following order of priority:
 
(A) to each Class of Pool 1 Senior Certificates (other than the Class 1-AX Certificates), in accordance with the Pool 1 Senior Priority, in reduction of their respective Class Principal Amounts, until the aggregate Class Principal Amount of such Pool 1 Senior Certificates, after giving effect to distributions on such Distribution Date, equals the Senior Target Amount;
 
(B) to the Class M-1 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Pool 1 Senior Certificates and the Class M-1 Certificates, after giving effect to distributions on such Distribution Date, equals the M-1 Target Amount;
 
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(C) to the Class M-2 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Pool 1 Senior Certificates and the Class M-1 and Class M-2 Certificates, after giving effect to distributions on such Distribution Date, equals the M-2 Target Amount;
 
(D) to the Class M-3 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Pool 1 Senior Certificates and the Class M-1, Class M-2 and Class M-3 Certificates, after giving effect to distributions on such Distribution Date, equals the M-3 Target Amount;
 
(E) to the Class M-4 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Pool 1 Senior Certificates and the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates, after giving effect to distributions on such Distribution Date, equals the M-4 Target Amount;
 
(F) to the Class M-5 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Pool 1 Senior Certificates and the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, after giving effect to distributions on such Distribution Date, equals the M-5 Target Amount; and
 
(G) to the Class M-6 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Pool 1 Senior Certificates and the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, after giving effect to distributions on such Distribution Date, equals the M-6 Target Amount;
 
(H) to the Class M-7 Certificates, in reduction of their Class Principal Amount, until the aggregate Class Principal Amount of the Pool 1 Senior Certificates and the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, after giving effect to distributions on such Distribution Date, equals the M-7 Target Amount; and
 
(iv) to the Basis Risk Reserve Fund, the amount of any Basis Risk Payment with respect to the Pool 1 Certificates and then from the Basis Risk Reserve Fund, in the following order of priority:
 
(A) to the Pool 1 Senior Certificates (other than the Class 1-AX Certificates), the amount of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such Class and such Distribution Date, pro rata in proportion to the amount of such shortfalls;
 
(B) to the Pool 1 Subordinate Certificates, in accordance with the Subordinate Priority, any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such class and such Distribution Date;
 
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(C) to the 1-X Component of the Class X Certificates, any amounts remaining in the Pool 1 Basis Risk Reserve Fund in excess of amounts required to be on deposit therein after satisfying Section 5.02(e)(iv)(A) and 5.02(e)(iv)(B) above for that Distribution Date;
 
(v) pro rata in proportion to their respective Deferred Amounts (and any interest accrued on such Deferred Amounts at the related Certificate Interest Rate), to the Pool 1 Senior Certificates (other than the Class 1-AX Certificates), any applicable Deferred Amount and any interest accrued on such Deferred Amounts for each such Class and such Distribution Date;
 
(vi) to the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate Priority, any Deferred Amount for each such Class and such Distribution Date;
 
(vii) to the 1-X Component of the Class X Certificates, the 1-X Component Distributable Amount for such Distribution Date; and
 
(viii) to the Class R-I Certificate, any remaining amount.
 
(f) (i) On each Distribution Date on and prior to the 1-X Component Account Termination Date, the Securities Administrator (or Paying Agent, as applicable) shall withdraw the Class C Distributable Amount for such Distribution Date from the 1-X Component Account, pursuant to Section 5.12 herein, and shall distribute such amount to the Class C Certificates.
 
(ii) On each Distribution Date on or prior to the 1-X Component Termination Date, the Securities Administrator shall withdraw amounts on deposit in the 1-X Component Account and distribute such amounts to the 1-X Component of the Class X Certificates, an amount equal to the excess, if any, of the sum of Realized Losses attributable to the Class C Mortgage Loans over the sum of all amounts distributed pursuant to this Section 5.02(f)(ii) on prior Distribution Dates to the 1-X Component of the Class X Certificates.
 
(g) Net Prepayment Interest Shortfalls for Pool 2 shall be allocated among the Pool 2 Certificates proportionately based on the Accrued Certificate Interest otherwise distributable thereon.
 
(h) (i) if on any Distribution Date the Credit Support Percentage for the Class 2-B1 Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(d), no distribution of amounts described in clauses (ii) and (iii) of the definition of Subordinate Principal Distribution Amount will be made in respect of the Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 or Class 2-B6 Certificates on such Distribution Date; (ii) if on any Distribution Date the Credit Support Percentage for the Class 2-B2 Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(d), no distribution of amounts described in clauses (ii) and (iii) of the definition of Subordinate Principal Distribution Amount will be made in respect of the Class 2-B3, Class 2-B4, Class 2-B5 or Class 2-B6 Certificates on such Distribution Date; (iii) if on any Distribution Date the Credit Support Percentage for the Class 2-B3 Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(d), no distribution of amounts described in clauses (ii) and (iii) of the definition of Subordinate Principal Distribution Amount will be made in respect of the Class 2-B4, Class 2-B5 or Class 2-B6 Certificates on such Distribution Date; (iv) if on any Distribution Date the Credit Support Percentage for the Class 2-B4 Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(d), no distribution of amounts described in clauses (ii) and (iii) of the definition of Subordinate Principal Distribution Amount will be made in respect of the Class 2-B5 or Class 2-B6 Certificates on such Distribution Date; and (v) if on any Distribution Date the Credit Support Percentage for the Class 2-B5 Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(d), no distribution of amounts described in clauses (ii) and (iii) of the definition of Subordinate Principal Distribution Amount will be made in respect of the Class 2-B6 Certificates on such Distribution Date.
 
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(i) On each Distribution Date, the Securities Administrator (or Paying Agent, as applicable) shall distribute to the Holders of the Class 1-AP Certificates, any Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 1 that are deposited in the Collection Account pursuant to the underlying servicing agreements. On each Distribution Date, the Paying Agent shall distribute to the Holders of the Class 2-AP Certificates, any Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 2 that are deposited in the Collection Account pursuant to the underlying servicing agreements.
 
(j) On each Distribution Date, the Securities Administrator (or Paying Agent, as applicable) shall distribute to the Holder of the Class R-II Certificates any Available Distribution Amount for Pool 2, remaining for such Distribution Date after application of all amounts described in paragraph (a) through (i) of this Section 5.02. Any distributions pursuant to this paragraph (j) shall not reduce the Class Principal Amount of the Class R-II Certificate.
 
Section 5.03. Allocation of Realized Losses. 
 
(a) (i) On each Distribution Date, the Class Principal Amounts of the Pool 1 Certificates shall be reduced by the amount of any Applied Loss Amount for such Distribution Date in the following order of priority:
 
first, to the Class M-7 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
second, to the Class M-6 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
third, to the Class M-5 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
fourth, to the Class M-4 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
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fifth, to the Class M-3 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
sixth, to the Class M-2 Certificates, until the Class Principal Amount thereof has been reduced to zero; 
 
seventh, to the Class M-1 Certificates, until the Class Principal Amount thereof has been reduced to zero; and
 
eighth, to the Classes of Pool 1 Senior Certificates, pro rata, in accordance with their Class Principal Amounts; provided, however, that any Applied Loss Amount otherwise allocable to the Class 1-A1 Certificates pursuant to this Section 5.03 shall be allocated to the Class 1-A2 Certificates until the Class Principal Amount of such Class has been reduced to zero.
 
(ii) On any Distribution Date, the principal portion of each Realized Loss (other than any Excess Loss) in respect of Pool 2 shall be allocated in the following order of priority:
 
first, to the Class 2-B6 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
second, to the Class 2-B5 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
third, to the Class 2-B4 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
fourth, to the Class 2-B3 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
fifth, to the Class 2-B2 Certificates, until the Class Principal Amount thereof has been reduced to zero;
 
sixth, to the Class 2-B1 Certificates, until the Class Principal Amount thereof has been reduced to zero; and
 
seventh, to the Classes of Pool 2 Senior Certificates (other than the Class 2-AX Certificates), pro rata, in accordance with their Class Principal Amount; provided, however, that any Realized Losses otherwise allocable to the Class 2-A1 Certificates pursuant to this Section 5.03 shall be allocated to the Class 2-A2 Certificates until the Class Principal Amount of such Class has been reduced to zero.
 
Notwithstanding the foregoing, the first $0.02 of principal portion of Realized Losses in Pool 2 shall not be allocated to any Class of Certificates.
 
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(b) With respect to any Distribution Date, the principal portion of any Excess Loss in respect of a Mortgage Loan shall be allocated if such Mortgage Loan is in Pool 2, pro rata, to the related Pool 2 Certificates on the basis of the Certificate Principal Balances; provided, that any such loss allocated to any Class of Accrual Certificates shall be allocated (subject to Section 5.03(c)) on the basis of the lesser of (x) the Class Principal Amount thereof immediately prior to the applicable Distribution Date and (y) the Class Principal Amount thereof on the Closing Date (as reduced by any Realized Losses previously allocated thereto)
 
(c) Any Applied Loss Amounts or Realized Losses allocated to a Class of Certificates pursuant to Section 5.03(a) or (b) shall be allocated among the Certificates of such Class in proportion to their respective Certificate Principal Amounts of such Certificates. Any allocation of Applied Loss Amounts or Realized Losses pursuant to this paragraph (c) shall be accomplished by reducing the Certificate Principal Amount of the related Certificates on the related Distribution Date in accordance with Section 5.03(d).
 
(d) Applied Loss Amounts or Realized Losses allocated in accordance with this Section 5.03 shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to distributions made on such Distribution Date.
 
(e) On each Distribution Date, amounts described in clauses (i) and (ii) of the definition of Subordinate Certificate Writedown Amount for such date shall effect corresponding reductions in the Class Principal Amount of the lowest ranking Class of outstanding Pool 2 Subordinate Certificates, which reductions shall occur on such Distribution Date after giving effect to distributions made on such Distribution Date.
 
Section 5.04. Advances by the Master Servicer and the Securities Administrator.
 
(a) Advances shall be made in respect of each Deposit Date as provided herein. If, on any Determination Date, the Master Servicer determines that any Scheduled Payments due during the related Due Period (other than Balloon Payments) have not been received, the Master Servicer shall, or shall cause the applicable Servicer to, advance such amount on the Deposit Date immediately following such Determination Date, less an amount, if any, to be set forth in an Officer’s Certificate to be delivered to the Securities Administrator on such Determination Date, which if advanced the Master Servicer or such Servicer has determined would not be recoverable from amounts received with respect to such Mortgage Loan, including late payments, Liquidation Proceeds, Insurance Proceeds or otherwise. The Securities Administrator shall be able to rely conclusively on any non-recoverability determination made by the Master Servicer. If the Master Servicer determines that an Advance is required, it shall on the Deposit Date immediately following such Determination Date either (i) remit to the Securities Administrator from its own funds (or funds advanced by the applicable Servicer) for deposit in the Certificate Account immediately available funds in an amount equal to such Advance, (ii) cause to be made an appropriate entry in the records of the Collection Account that funds in such account being held for future distribution or withdrawal have been, as permitted by this Section 5.04, used by the Master Servicer to make such Advance, and remit such immediately available funds to the Securities Administrator for deposit in the Certificate Account or (iii) make Advances in the form of any combination of clauses (i) and (ii) aggregating the amount of such Advance. Any funds being held in the Collection Account for future distribution to Certificateholders and so used shall be replaced by the Master Servicer from its own funds by remittance to the Securities Administrator for deposit in the Certificate Account on or before any future Deposit Date to the extent that funds in the Certificate Account on such Deposit Date shall be less than payments to Certificateholders required to be made on the related Distribution Date. The Securities Administrator shall be entitled to conclusively rely upon any determination by the Master Servicer that an Advance, if made, would constitute a non-recoverable advance. The Master Servicer and each Servicer shall be entitled to be reimbursed from the Collection Account for all Advances made by it as provided in Section 4.02.
 
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(b) In the event that the Master Servicer fails for any reason to make an Advance required to be made pursuant to Section 5.04(a) on or before the Deposit Date, the Securities Administrator, solely in its capacity as successor master servicer pursuant to Section 6.14, shall, on or before the related Distribution Date, deposit in the Certificate Account an amount equal to the excess of (a) Advances required to be made by the Master Servicer or any Servicer that would have been deposited in such Certificate Account over (b) the amount of any Advance made by the Master Servicer or such Servicer with respect to such Distribution Date; provided, however, that the Securities Administrator shall be required to make such Advance only if it is not prohibited by law from doing so and it has determined that such Advance would be recoverable from amounts to be received with respect to such Mortgage Loan, including late payments, Liquidation Proceeds, Insurance Proceeds, or otherwise. The Securities Administrator shall be entitled to be reimbursed from the Certificate Account for Advances made by it pursuant to this Section 5.04 as if it were the Master Servicer.
 
Section 5.05. Compensating Interest Payments.
 
The Master Servicer shall not be responsible for making any Compensating Interest Payments not made by the Servicers. Any Compensating Interest Payments on Pool 2 Mortgage Loans made by the Servicers shall be a component of the Available Distribution Amount. Any Compensating Interest Payments on Pool 1 Mortgage Loans made by the Servicers shall be a component of the Interest Remittance Amount.
 
Section 5.06. Reserved.
 
Section 5.07. Basis Risk Reserve Funds.
 
(a) On the Closing Date, the Securities Administrator shall establish and maintain in the name of the Trustee, and on behalf of the Trust Fund, in trust for the benefit of the holders of the Pool 1 Certificates, the Basis Risk Reserve Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Securities Administrator held pursuant to this Agreement.
 
(b) On each Distribution Date the Securities Administrator shall distribute in the order of priority and to the extent specified in Section 5.02(e)(iv) of this Agreement the sum of (without duplication) any amounts then on deposit in the Basis Risk Reserve Fund, including any earnings thereon. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Basis Risk Reserve Fund pursuant to Section 5.02(e)(iv)of this Agreement shall remain on deposit in the Basis Risk Reserve Fund.
 
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(c) Funds in the Basis Risk Reserve Fund shall be invested in Eligible Investments. In the absence of written instructions from Lehman Brothers Holdings as to investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall remain uninvested. The Basis Risk Reserve Fund will be terminated after the termination of the Trust Fund pursuant to Article VII.
 
Section 5.08. Intentionally Omitted.
 
Section 5.09. Intentionally Omitted.
 
Section 5.10. Intentionally Omitted. 
 
Section 5.11. Intentionally Omitted. 
 
Section 5.12. 1-X Component Account.
 
(a) No later than the first date on which any NIM Securities are issued, the Securities Administrator shall establish and maintain in the name of the Trustee, on behalf of the Trust Fund, for the benefit of the holders of the Class X Certificates, the 1-X Component Account and the Depositor may deposit a dollar amount into the 1-X Component Account. The 1-X Component Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Securities Administrator held pursuant to this Agreement.
 
(b) Funds in the 1-X Component Account may be invested in Eligible Investments having fixed maturities described in clauses (i), (iv), (v) or (vii) of the definition thereof by the Securities Administrator at the written direction of the holders of the Class C Certificates maturing on or prior to the next succeeding Distribution Date. No Eligible Investments shall be acquired or disposed of for the primary purpose of recognizing gains or decreasing losses from market value changes. Any funds held in the 1-X Component Account that are not invested shall be held in cash. In the absence of such written direction, all funds in the 1-X Component Account shall remain uninvested. Any investment earnings on such amounts shall be payable to the Class C Certificates. The Securities Administrator shall account for the 1-X Component Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Class C Certificates shall evidence ownership of the 1-X Component Account for federal tax purposes and the Holders thereof shall direct the Securities Administrator in writing as to the investment of amounts therein. Upon termination of the 1-X Component Account, any amounts remaining in the 1-X Component Account shall be distributed to the holders of the Class C Certificates in the same manner as if distributed pursuant to section 5.02(f)(i) hereof. The Securities Administrator shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 5.12(b) (other than as obligor on any such investments).
 
(c) On each Distribution Date on or prior to the 1-X Component Termination Date, amounts on deposit in the 1-X Component Account will be withdrawn and applied to make payments on the Class X and Class C Certificates, as provided in Section 5.02(f)(i) of this Agreement. Any amounts that the Securities Administrator is not required to distribute from the 1-X Component Account pursuant to section 5.02(f) of this Agreement shall remain on deposit in the 1-X Component Account.
 
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(d) The 1-X Component Account shall terminate on the earlier of (i) the