Agreement

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, WELLS FARGO BANK, N.A., as Securities Administrator and U.S. BANK NATIONAL ASSOCIATION, as Trustee TRUST AGREEMENT Dated as of August 1, 2006 STRUCTURED ...

EXECUTION COPY 
 

 
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
 
AURORA LOAN SERVICES LLC, as Master Servicer,
 
WELLS FARGO BANK, N.A.,
 
as Securities Administrator
 
and
 
U.S. BANK NATIONAL ASSOCIATION, as Trustee
 
_________________
 
 
Dated as of August 1, 2006
_________________
 
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-8
 
 

 

 
 
Page
   
ARTICLE I DEFINITIONS
13
     
Section 1.01.
Definitions.
13
Section 1.02.
Calculations Respecting Mortgage Loans.
54
   
ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
54
     
Section 2.01.
Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.
54
Section 2.02.
Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund.
58
Section 2.03.
Representations and Warranties of the Depositor.
60
Section 2.04.
Discovery of Breach.
62
Section 2.05.
Repurchase, Purchase or Substitution of Mortgage Loans.
62
Section 2.06.
Grant Clause.
63
   
ARTICLE III THE CERTIFICATES
64
     
Section 3.01.
The Certificates.
64
Section 3.02.
Registration.
65
Section 3.03.
Transfer and Exchange of Certificates.
65
Section 3.04.
Cancellation of Certificates.
71
Section 3.05.
Replacement of Certificates.
72
Section 3.06.
Persons Deemed Owners.
72
Section 3.07.
Temporary Certificates.
72
Section 3.08.
Appointment of Paying Agent.
73
Section 3.09.
Book-Entry Certificates.
73
   
ARTICLE IV ADMINISTRATION OF THE TRUST FUND
75
     
Section 4.01.
Collection Account.
75
Section 4.02.
Application of Funds in the Collection Account.
77
Section 4.03.
Reports to Certificateholders.
79
Section 4.04.
Certificate Account.
82
   
ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
83
     
Section 5.01.
Distributions Generally.
83
Section 5.02.
Distributions from the Certificate Account.
84
Section 5.03.
Allocation of Realized Losses.
94
Section 5.04.
Advances by the Master Servicer and the Securities Administrator.
96
Section 5.05.
Compensating Interest Payments.
97
Section 5.06.
Funding Account.
97
   
ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT
98
 
 
i

 
     
Section 6.01.
Duties of Trustee and Securities Administrator.
98
Section 6.02.
Certain Matters Affecting the Trustee and the Securities Administrator.
101
Section 6.03.
Trustee and Securities Administrator Not Liable for Certificates.
103
Section 6.04.
Trustee and Securities Administrator May Own Certificates.
103
Section 6.05.
Eligibility Requirements for Trustee and Securities Administrator.
103
Section 6.06.
Resignation and Removal of Trustee and Securities Administrator.
104
Section 6.07.
Successor Trustee and Successor Securities Administrator.
105
Section 6.08.
Merger or Consolidation of Trustee or Securities Administrator.
106
Section 6.09.
Appointment of Co-Trustee, Separate Trustee or Custodian.
106
Section 6.10.
Authenticating Agents.
108
Section 6.11.
Indemnification of Trustee and Securities Administrator.
109
Section 6.12.
Fees and Expenses of Securities Administrator, Trustee and Custodian.
110
Section 6.13.
Collection of Monies.
110
Section 6.14.
Events of Default; Securities Administrator To Act; Appointment of Successor.
110
Section 6.15.
Additional Remedies of Trustee Upon Event of Default.
115
Section 6.16.
Waiver of Defaults.
116
Section 6.17.
Notification to Holders.
116
Section 6.18.
Directions by Certificateholders and Duties of Trustee During Event of Default.
116
Section 6.19.
Action Upon Certain Failures of the Master Servicer and Upon Event of Default.
117
Section 6.20.
Preparation of Tax Returns and Other Reports.
117
Section 6.21.
Reporting Requirements of the Commission.
123
Section 6.22.
No Merger.
123
Section 6.23.
Indemnification by the Securities Administrator.
123
   
ARTICLE VII PURCHASE AND TERMINATION OF THE TRUST FUND
124
     
Section 7.01.
Termination of Trust Fund Upon Repurchase or Liquidation of All Mortgage Loans.
124
Section 7.02.
Procedure Upon Termination of Trust Fund.
125
Section 7.03.
Additional Requirements under the REMIC Provisions.
126
   
ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS
127
     
Section 8.01.
Limitation on Rights of Holders.
127
Section 8.02.
Access to List of Holders.
128
Section 8.03.
Acts of Holders of Certificates.
128
   
ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER
129
     
Section 9.01.
Duties of the Master Servicer.
129
Section 9.02.
Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy.
130
Section 9.03.
Master Servicer’s Financial Statements and Related Information.
130
Section 9.04.
Power to Act; Procedures.
131
 
 
ii

 
Section 9.05.
Servicing Agreements Between the Master Servicer and Servicers; Enforcement of Servicers’ Obligations.
133
Section 9.06.
Collection of Taxes, Assessments and Similar Items.
134
Section 9.07.
Termination of Servicing Agreements; Successor Servicers.
134
Section 9.08.
Master Servicer Liable for Enforcement.
135
Section 9.09.
No Contractual Relationship Between Servicers and Trustee or Depositor.
135
Section 9.10.
Assumption of Servicing Agreement by Securities Administrator.
135
Section 9.11.
“Due-on-Sale” Clauses; Assumption Agreements.
136
Section 9.12.
Release of Mortgage Files.
136
Section 9.13.
Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.
137
Section 9.14.
Representations and Warranties of the Master Servicer.
139
Section 9.15.
Closing Certificate and Opinion.
141
Section 9.16.
Standard Hazard and Flood Insurance Policies.
141
Section 9.17.
Presentment of Claims and Collection of Proceeds.
142
Section 9.18.
Maintenance of the Primary Mortgage Insurance Policies.
142
Section 9.19.
Trustee To Retain Possession of Certain Insurance Policies and Documents.
143
Section 9.20.
Realization Upon Defaulted Mortgage Loans.
143
Section 9.21.
Compensation to the Master Servicer.
144
Section 9.22.
REO Property.
144
Section 9.23.
Notices to the Depositor and the Securities Administrator
145
Section 9.24.
Reports to the Trustee and the Securities Administrator.
145
Section 9.25.
Assessment of Compliance and Attestation Reports..
146
Section 9.26.
Annual Statement of Compliance with Applicable Servicing Criteria .
148
Section 9.27.
Merger or Consolidation.
148
Section 9.28.
Resignation of Master Servicer.
149
Section 9.29.
Assignment or Delegation of Duties by the Master Servicer.
149
Section 9.30.
Limitation on Liability of the Master Servicer and Others.
150
Section 9.31.
Indemnification; Third-Party Claims.
151
Section 9.32.
Allocation to Related Mortgage Pool.
151
   
ARTICLE X REMIC ADMINISTRATION
151
     
Section 10.01.
REMIC and Grantor Trust Administration.
151
Section 10.02.
Prohibited Transactions and Activities.
156
Section 10.03.
Indemnification with Respect to Certain Taxes and Loss of REMIC Status.
157
Section 10.04.
REO Property.
157
   
ARTICLE XI MISCELLANEOUS PROVISIONS
158
     
Section 11.01.
Binding Nature of Agreement; Assignment.
158
Section 11.02.
Entire Agreement.
158
Section 11.03.
Amendment.
158
Section 11.04.
Voting Rights.
160
Section 11.05.
Provision of Information.
160
Section 11.06.
Governing Law.
160
Section 11.07.
Notices.
161
Section 11.08.
Severability of Provisions.
161
 
 
iii

 
Section 11.09.
Indulgences; No Waivers.
161
Section 11.10.
Headings Not To Affect Interpretation.
161
Section 11.11.
Benefits of Agreement.
162
Section 11.12.
Special Notices to the Rating Agencies.
162
Section 11.13.
Counterparts.
163
Section 11.14.
Transfer of Servicing.
163
Section 11.15.
Conflicts.
164

 
 
 
 
 
iv

 
 
ATTACHMENTS
 
Exhibit A
Forms of Certificates
Exhibit B-1
Form of Initial Certification
Exhibit B-2
Form of Interim Certification
Exhibit B-3
Form of Final Certification
Exhibit B-4
Form of Endorsement
Exhibit C
Request for Release of Documents and Receipt
Exhibit D-l
Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2
Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit E
Servicing Agreements
Exhibit F
Form of Rule 144A Transfer Certificate
Exhibit G
Form of Purchaser’s Letter for Institutional Accredited Investors
Exhibit H
Form of ERISA Transfer Affidavit
Exhibit I
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
Form of Certification to be Provided to the Depositor and the Master Servicer by the Trustee
Exhibit N
Form of Assessment of Compliance
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 Securities Administrator
Exhibit R
Transaction Parties
   
Schedule A
Mortgage Loan Schedule


 
 

 


This TRUST AGREEMENT, dated as of August 1, 2006 (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., a national banking corporation, as securities administrator (the “Securities Administrator”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
 
PRELIMINARY STATEMENT
 
The Depositor has acquired the Mortgage Loans from Lehman Brothers Holdings (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 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 Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor, 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 the rights to Prepayment Penalty Amounts or the Funding Account) 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 II-1, REMIC II-2 and REMIC II-3). As is described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including four grantor trusts.
 
Group I REMICs
 
REMIC I-1
 
REMIC I-1 shall hold as its assets all rights related to Mortgage Group I (other than rights to Prepayment Penalty Amounts or the Funding Account).
 
Each of the REMIC I-1 Interests set forth below (other than the Class LTI1-R Interest) is referred to herein as a REMIC I-1 Regular Interest and is hereby designated as a regular interest in REMIC I-1. The Class LTI1-R Interest is hereby designated as the sole class of residual interest in REMIC I-1.
 
 
 

 

The following table specifies the class designation, interest rate, principal amount and Classes of Corresponding Certificates for each class of REMIC I-1 Interests:
 
REMIC I-1
Class Designation
 
Initial Balance
Pass-Through
Rate
Corresponding Certificates or
REMIC I-2 Interests
 
       
LTI1-1R
$100.00
(1)
R
LTI1-1A1
$243,846,000.00
(1)
1-A1, 1-AXI Interest
LTI1-1A2
$67,925,000.00
(1)
1-A2, 1-A2X, 1-AXII Interest
LTI1-1A3
$17,320,000.00
(1)
1-A3
LTI1-B1I
$7,967,000.00
(1)
B1-I
LTI1-B2I
$3,117,000.00
(1)
B2-I
LTI1-B3I
$2,251,000.00
(1)
B3-I
LTI1-B4I
$519,000.00
(1)
B4-I
LTI1-B5I
$1,212,000.00
(1)
B5-I
LTI1-B6I
$1,212,000.00
(1)
B6-I
LTI1-B7I
$1,043,326.52
(1)
B7-I
LTI1-R
(2)
(2)
N/A
 
_____________________
(1)
For any Distribution Date, the interest rate for each of these REMIC I-1 Interests shall be a per annum rate equal to the Net WAC for Pool 1 for such Distribution Date.
 
(2)
The Class LTI1-R Interest shall represent the sole class of residual interest in REMIC I-1. The Class LTI1-R Interest will not have a principal amount or an interest rate. The Class LTI1-R Interest shall be represented by the Class R Certificate.
 
Principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I-1 Regular Interests as such amounts are payable and allocable to the Corresponding Certificates or REMIC I-2 Interests. Notwithstanding the preceding sentence, (i) the first $0.52 of losses with respect to principal on the Mortgage Loans in Mortgage Group I shall be allocated to the Class LTI1-B7I Interest and (ii) immediately preceding any payment to the Class R Certificate pursuant to Section 5.02(e) attributable to principal received with respect to any Mortgage Loan in Mortgage Group I, a payment shall be treated as made to the Class LTI1-B7I 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 Group I 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 I-1 Regular Interest.
 
REMIC I-2
 
REMIC I-2 shall hold as assets the several classes of uncertificated REMIC I-1 Regular Interests.
 
Each REMIC I-2 Regular Interest is hereby designated as a regular interest in REMIC I-2. The Class LTI2-R Interest is hereby designated as the sole class of residual interest in REMIC I-2. The Class LTI2-R Interest shall be represented by the Class R Certificate. The entitlement of the Class R Certificate to payments of principal and interest shall be attributable to its representation of the Class LTI2-R Interest.
 
 
2

 
The REMIC I-2 Regular Interests and the Class LTI2-R Interest are referred to herein as the REMIC I-2 Interests.
 
Solely for purposes of the REMIC Provisions, the Class 1-AX Certificates shall represent two regular interests in REMIC I-2: (i) the Class 1-AXI Interest and (ii) the Class 1-AXII Interest.
 
Solely for purposes of the REMIC Provisions, the Class 1-AXI Interest shall be a regular interest in REMIC I-2 and shall represent a “specified portion” of the interest accrued on the Class LTI1-1A1 Interest. Such “specified portion” shall be a fixed number of basis points (0.377243564%) of interest accruing on the Class LTI1-1A1 Interest for each Distribution Date through the Distribution Date in August 2013. The Class 1-AXI Interest shall be represented by the Class 1-AX Certificates.
 
Solely for purposes of the REMIC Provisions, the Class 1-AXII Interest shall be a regular interest in REMIC I-2 and shall represent a “specified portion” of the interest accrued on the Class LTI1-1A2 Interest. Such “specified portion” shall be a fixed number of basis points (0.377243564%) of interest accruing on the Class LTI1-1A2 Interest for each Distribution Date through the Distribution Date in August 2013. The Class 1-AXII Interest shall be represented by the Class 1-AX Certificates.
 
Solely for purposes of the REMIC Provisions, the Class 1-A2X Certificates shall represent a “specified portion” of the interest accrued on the Class LTI1-1A2 Interest. Such “specified portion” shall be a fixed number of basis points (0.50%) of interest accruing on the Class LTI1-1A2 Interest for each Distribution Date through the Distribution Date in August 2013.
 
Group II REMICs
 
REMIC II-1
 
REMIC II-1 shall hold as its assets all rights related to Mortgage Group II (other than rights to Prepayment Penalty Amounts).
 
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 related Pool for each class of REMIC II-1 Interests:
 
 
3

 
 
REMIC II-1
Class Designation
 
Interest Rate
Initial Class or Principal
Amount
Related Pool or
Pools
       
LTII1-2A
(1)
$83,975.6018
Pool 2
LTII1-2B
(2)
$1,767,825.6018
Pool 2
LTII1-3A
(1)
$150,426.4697
Pool 3
LTII1-3B
(3)
$3,166,716.4697
Pool 3
LTII1-4A
(1)
$141,756.1846
Pool 4
LTII1-4B
(4)
$2,984,296.1846
Pool 4
LTII1-Z
(1)
$783,588,829.0978
N/A
LTII1-R
(5)
(5)
N/A
 
________________
(1)
For any Distribution Date, the interest rate for these interests shall be a per annum rate equal to the weighted average of the Net Mortgage Rates of all the Mortgage Loans in Mortgage Group II at the beginning of the related Due Period, weighted on the basis of their respective Scheduled Principal Balances.
 
(2)
For any Distribution Date, the interest rate for the Class LTII1-2B Interest shall be the Net WAC for Pool 2 for such Distribution Date.
 
(3)
For any Distribution Date, the interest rate for the Class LTII1-3B Interest shall be the Net WAC for Pool 3 for such Distribution Date.
 
(4)
For any Distribution Date, the interest rate for the Class LTII1-4B Interest shall be the Net WAC for Pool 4 for such Distribution Date.
 
(5)
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 Certificate.
 
Distributions shall be deemed to be made to the REMIC II-1 Regular Interests first, so as to keep the uncertificated principal balance of each REMIC II-1 Regular Interest ending with the designation “B” equal to 1% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool; second, to each REMIC II-1 Regular Interest ending with the designation “A” so that the uncertificated principal balance of each such REMIC II-1 Regular Interest is equal to 1% of 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 Certificate Group related to such Mortgage Pool (except that if 1% of any such excess is greater than the principal amount of the corresponding REMIC II-1 Regular Interest ending with the designation “A”, the least amount of principal shall be distributed to such REMIC II-1 Regular Interests such that the REMIC II-1 Subordinated Balance Ratio is maintained); and finally, any remaining principal to the Class LTII1-Z Interest. Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the uncertificated principal balance of each REMIC II-1 Regular Interest ending with the designation “B” equal to 1% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool; second, to each REMIC II-1 Regular Interest ending with the designation “A” so that the uncertificated principal balance of each such REMIC II-1 Regular Interest is equal to 1% of 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 Certificate Group related to such Mortgage Pool (except that if 1% of any such excess is greater than the principal amount of the corresponding REMIC II-1 Regular Interest ending with the designation “A”, the least amount of Realized Losses shall be allocated to such REMIC II-1 Regular Interests such that the REMIC II-1 Subordinated Balance Ratio is maintained); and third, the remaining Realized Losses shall be allocated to the Class LTII1-Z Interest. All computations with respect to any REMIC II-1 Interest shall be taken out to eight decimal places.
 
 
4

 
If on any Distribution Date there is an increase in the Certificate Principal Amount of any Class of Group II Certificates as a result of the proviso in the definition of Certificate Principal Amount, then, prior to distributions of principal and allocations of losses on such Distribution Date with respect to REMIC II-1, there shall be a corresponding increase in the principal amount of the REMIC II-1 Regular Interests, with such increase allocated among the REMIC II-1 Regular Interests as follows: (i) first, to each REMIC II-1 Regular Interest ending with the designation “B” so as to keep the uncertificated principal balance of such REMIC II-1 Regular Interest equal to 1% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool, (ii) second, to each REMIC II-1 Regular Interest ending with the designation “A”, so that the uncertificated principal balance of each such REMIC II-1 Regular Interest is as close as possible to (but does not exceed) 1% of 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; provided, however, that (a) the REMIC II-1 Subordinated Balance Ratio is maintained and (b) amounts allocated to any REMIC II-1 Regular Interest pursuant to this clause (ii) shall not exceed the amount of any previous realized losses allocated to such REMIC II-1 Regular Interest not previously offset by distributions or increases in the principal amount of such REMIC II-1 Regular Interest and (iii) finally, all remaining increases are allocated to the Class LTII1-Z Interest.
 
REMIC II-2

REMIC II-2 shall hold as its assets the several classes of uncertificated REMIC II-1 Regular Interests.
 
Each of the REMIC II-2 Interests set forth below (other than the Class LTII2-R Interest) 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.
 
 
5

 

The following table specifies the class designation, interest rate, principal amount and Classes of Corresponding Certificates or REMIC II-3 Interests for each class of REMIC II-2 Interests:
 
REMIC II-2
Class Designation
 
Initial Balance
Pass-Through
Rate
Corresponding Certificates
or REMIC II-3 Interests 
       
LTII2-2A123
$124,284,000.00
(1)
2-A1, 2-A2, 2-A3, 2-ASI Interest
LTII2-2A4
$8,397,000.00
(1)
2-A4
LTII2-2AF
$35,704,000.00
(1)
2-AF, 2-ASII Interest
LTII2-3A1234
$199,178,000.00
(2)
3-A1, 3-A2, 3-A3, 3-A4, 3-ASI Interest
LTII2-3A5
$26,410,000.00
(2)
3-A5, 3-A5X, 3-ASII Interest
LTII2-3A6
$15,041,000.00
(2)
3-A6
LTII2-3AF
$61,000,000.00
(2)
3-AF, 3-ASIII Interest
LTII2-4A124
$243,662,000.00
(3)
4-A1, 4-A2, 4-A4, 4-AXI Interest
LTII2-4A3
$26,417,000.00
(3)
4-A3, 4-A3X, 4-AXII Interest
LTII2-4A5
$14,175,000.00
(3)
4-A5
LTII2-B1II
$13,857,000.00
(4)
B1-II
LTII2-B2II
$3,167,000.00
(4)
B2-II
LTII2-B3II
$7,126,000.00
(4)
B3-II
LTII2-B4II
$5,147,000.00
(4)
B4-II
LTII2-B5II
$1,187,000.00
(4)
B5-II
LTII2-B6II
$1,979,000.00
(4)
B6-II
LTII2-B7II
$2,771,000.00
(4)
B7-II
LTII2-B8II
$2,381,825.61
(4)
B8-II
LTII2-R
(5)
(5)
N/A
 
________________
(1)
For any Distribution Date, the interest rate for the Class LTII2-2A123 Interest, Class LTII2-2A4 Interest and the Class LTII2-2AF Interest shall be a per annum rate equal to the Net WAC for Pool 2 for such Distribution Date.
 
(2)
For any Distribution Date, the interest rate for the Class LTII2-3A1234 Interest, Class LTII2-3A5 Interest, Class LTII2-3A6 Interest and the Class LTII2-3AF Interest shall be a per annum rate equal to the Net WAC for Pool 3 for such Distribution Date.
 
(3)
For any Distribution Date, the interest rate for the Class LTII2-4A124 Interest, the Class LTII2-4A3 and the Class LTII2-4A5 Interest shall be a per annum rate equal to the Net WAC for Pool 4 for such Distribution Date.
 
(4)
For any Distribution Date, the interest rate for each of the Class LTII2-B1II, Class LTII2-B2II, Class LTII2-B3II, Class LTII2-B4II, Class LTII2-B5II, Class LTII2-B6II, Class LTII2-B7II and Class LTII2-B8II Interests shall be a per annum rate equal to the Pool 2-4 Underlying Subordinate Rate for such Distribution Date.
 
 
6

 
(5)
The Class LTII2-R Interest shall represent the sole class of residual interest in REMIC II-2. The Class LTII2-R Interest will not have a principal amount or an interest rate. The Class LTII2-R Interest shall be represented by the Class R Certificate.
 
Principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC II-2 Regular Interests as such amounts are payable and allocable to the Corresponding Certificates or REMIC II-3 Interests (disregarding payments to the Class 2-AF and Class 3-AF Certificates in respect of Excess REMIC Payments). Notwithstanding the preceding sentence, (i) the first $0.61 of losses with respect to principal on the Mortgage Loans in Mortgage Group II shall be allocated to the Class LTII2-B8II Interest and (ii) immediately preceding any payment to the Class R Certificate pursuant to Section 5.02(e) attributable to principal received with respect to any Mortgage Loan in Mortgage Group II, a payment shall be treated as made to the Class LTII2-B8II 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 Group II 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-2 Regular Interest.
 
REMIC II-3

REMIC II-3 shall hold as its assets the several classes of uncertificated REMIC II-2 Regular Interests.
 
Each REMIC II-3 Regular Interest is hereby designated as a regular interest in REMIC II-3. The Class LTII3-R Interest is hereby designated as the sole class of residual interest in REMIC II-3. The Class LTII3-R Interest shall be represented by the Class R Certificate.
 
The REMIC II-3 Regular Interests and the Class LTII3-R Interest are referred to herein as the REMIC II-3 Interests.
 
Solely for purposes of the REMIC Provisions, the Class 2-AS Certificates shall represent two regular interests in REMIC II-3: (i) the Class 2-ASI Interest and (ii) the Class 2-ASII Interest. The Class 2-AS Certificates shall also represent the obligation to make payments to the Class 2-AF Certificates in respect of Excess REMIC Payments.
 
Solely for purposes of the REMIC Provisions, the Class 2-ASI Interest shall be a regular interest in REMIC II-3 and shall represent a “specified portion” of the interest accrued on the Class LTII2-2A123 Interest. Such “specified portion” shall equal a fixed number of basis points (0.674550029%) of interest accruing on the Class LTII2-2A123 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 2-ASI Interest shall be represented by the Class 2-AS Certificates.
 
Solely for purposes of the REMIC Provisions, the Class 2-ASII Interest shall be a regular interest in REMIC II-3 and shall represent a “specified portion” of the interest accrued on the Class LTII2-2AF Interest. Such “specified portion” shall equal all interest accruing on the Class LTII2-2AF Interest in excess of the interest accruing thereon at a variable rate equal to (i) for each Distribution Date through the Distribution Date in July 2016, the lesser of (x) LIBOR plus 0.38% per annum and (y) 7.50% per annum and (ii) for each Distribution Date thereafter, LIBOR plus 0.38% per annum. The Class 2-ASII Interest shall be represented by the Class 2-AS Certificates.
 
 
7

 
Solely for purposes of the REMIC Provisions, the Class 3-AS Certificates shall represent three regular interests in REMIC II-3: (i) the Class 3-ASI Interest, (ii) the Class 3-ASII Interest and (iii) the Class 3-ASIII Interest. The Class 3-AS Certificates shall also represent the obligation to make payments to the Class 3-AF Certificates in respect of Excess REMIC Payments.
 
Solely for purposes of the REMIC Provisions, the Class 3-ASI Interest shall be a regular interest in REMIC II-3 and shall represent a “specified portion” of the interest accrued on the Class LTII2-3A1234 Interest. Such “specified portion” shall equal a fixed number of basis points (0.340336844%) of interest accruing on the Class LTII2-3A1234 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 3-ASI Interest shall be represented by the Class 3-AS Certificates.
 
Solely for purposes of the REMIC Provisions, the Class 3-ASII Interest shall be a regular interest in REMIC II-3 and shall represent a “specified portion” of the interest accrued on the Class LTII2-3A5 Interest. Such “specified portion” shall equal a fixed number of basis points (0.340336844%) of interest accruing on the Class LTII2-3A5 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 3-ASII Interest shall be represented by the Class 3-AS Certificates.
 
Solely for purposes of the REMIC Provisions, the Class 3-ASIII Interest shall be a regular interest in REMIC II-3 and shall represent a “specified portion” of the interest accrued on the Class LTII2-3AF Interest. Such “specified portion” shall equal all interest accruing on the Class LTII2-3AF Interest in excess of the interest accruing thereon at a variable rate equal to (i) for each Distribution Date through the Distribution Date in July 2016, the lesser of (x) LIBOR plus 0.38% per annum and (y) 7.50% per annum and (ii) for each Distribution Date thereafter, LIBOR plus 0.38% per annum. The Class 3-ASIII Interest shall be represented by the Class 3-AS Certificates.
 
Solely for purposes of the REMIC Provisions, the Class 3-A5X Certificates shall represent a “specified portion” of the interest accrued on the Class LTII2-3A5 Interest. Such “specified portion” shall be a fixed number of basis points (0.25%) of interest accruing on the Class LTII2-3A5 Interest for each Distribution Date through the Distribution Date in July 2016.
 
Solely for purposes of the REMIC Provisions, the Class 4-AX Certificates shall represent two regular interests in REMIC II-3: (i) the Class 4-AXI Interest and (ii) the Class 4-AXII Interest.
 
Solely for purposes of the REMIC Provisions, the Class 4-AXI Interest shall represent a “specified portion” of the interest accrued on the Class LTII2-4A124 Interest. Such “specified portion” shall be a fixed number of basis points (0.094975035%) of interest accruing on the Class LTII2-4A124 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 4-AXI Interest shall be represented by the Class 4-AX Certificates.
 
 
8

 
Solely for purposes of the REMIC Provisions, the Class 4-AXII Interest shall represent a “specified portion” of the interest accrued on the Class LTII2-4A3 Interest. Such “specified portion” shall be a fixed number of basis points (0.094975035%) of interest accruing on the Class LTII2-4A3 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 4-AXII Interest shall be represented by the Class 4-AX Certificates.
 
Solely for purposes of the REMIC Provisions, the Class 4-A3X Certificates shall represent a “specified portion” of the interest accrued on the Class LTII2-4A3 Interest. Such “specified portion” shall be a fixed number of basis points (0.25%) of interest accruing on the Class LTII2-4A3 Interest for each Distribution Date through the Distribution Date in July 2016.
 
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 representing the interests in the Trust Fund created hereunder.

 
9

 
 
 
Class Designation
 
Certificate
Interest Rate
Initial Class Principal
Amount or Class
Notional Amount
 
Minimum
Denomination
       
Class 1-A1
(2)
$ 243,846,000
$25,000
Class 1-A2
(3)
$67,925,000
$25,000
Class 1-A2X
0.500%(4)
$67,925,000
$25,000
Class 1-A3
(1)
$17,320,000
$25,000
Class 1-AX
0.377243564%(5)
$311,771,000
$25,000
Class 2-A1
(6)
$99,000,000
$25,000
Class 2-A2
(6)
$5,484,000
$25,000
Class 2-A3
(6)
$19,800,000
$25,000
Class 2-AF
(7)
$35,704,000
$25,000
Class 2-AS
3.319%(8)
$35,704,000
$25,000
Class 2-A4
(9)
$8,397,000
$25,000
Class 3-A1
(10)
$100,000,000
$25,000
Class 3-A2
(10)
$5,539,000
$25,000
Class 3-A3
(10)
$74,866,000
$25,000
Class 3-A4
(10)
$18,773,000
$25,000
Class 3-A5
(11)
$26,410,000
$25,000
Class 3-A5X
0.250%(12)
$26,410,000
$25,000
Class 3-AF
(13)
$61,000,000
$25,000
Class 3-AS
1.895%(14)
$61,000,000
$25,000
Class 3-A6
(15)
$15,041,000
$25,000
Class 4-A1
(16)
$ 75,153,000
$25,000
Class 4-A2
(16)
$18,509,000
$25,000
Class 4-A3
(17)
$26,417,000
$25,000
Class 4-A3X
0.250%(18)
$26,417,000
$25,000
Class 4-A4
(16)
$150,000,000
$25,000
Class 4-A5
(19)
$14,175,000
$25,000
Class 4-AX
0.095%(20)
$270,079,000
$25,000
Class B1-I
(21)
$7,967,000
$100,000
Class B2-I
(21)
$3,117,000
$100,000
Class B3-I
(21)
$2,251,000
$100,000
Class B4-I
(21)
$519,000
$100,000
Class B5-I
(21)
$1,212,000
$250,000
Class B6-I
(21)
$1,212,000
$250,000
Class B7-I
(21)
$1,043,326
$250,000
Class B1-II
(22)
$13,857,000
$100,000
Class B2-II
(22)
$3,167,000
$100,000
Class B3-II
(22)
$7,126,000
$100,000
Class B4-II
(22)
$5,147,000
$100,000
Class B5-II
(22)
$1,187,000
$100,000
Class B6-II
(22)
$1,979,000
$250,000
Class B7-II
(22)
$2,771,000
$250,000
Class B8-II
(22)
$2,381,825
$250,000
Class R
(1)
$100
$100
Class P-I
(23)
(23)
25%
Class P-II
(24)
(24)
25%
___________________________

 
10

 
(1)
For any Distribution Date, the Certificate Interest Rate on the Class R and Class 1-A3 Certificates shall be a per annum rate equal to the Net WAC for Pool 1 for such Distribution Date.
 
(2)
For any Distribution Date on or prior to the Distribution Date in August 2013, the Certificate Interest Rate on the Class 1-A1 Certificates shall be a per annum rate equal to the Net WAC for Pool 1 less 0.377243564% for such Distribution Date. Beginning with the Distribution Date in September 2013 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 1-A1 Certificates shall be a per annum rate equal to the Net WAC for Pool 1 for such Distribution Date.
 
(3)
For any Distribution Date on or prior to the Distribution Date in August 2013, the Certificate Interest Rate on the Class 1-A2 Certificates shall be a per annum rate equal to the Net WAC for Pool 1 less  0.877243564% for such Distribution Date. Beginning with the Distribution Date in September 2013 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 1-A2 Certificates shall be a per annum rate equal to the Net WAC for Pool 1 for such Distribution Date.
 
(4)
For any Distribution Date on or prior to the Distribution Date in August 2013, the Certificate Interest Rate on the Class 1-A2X Certificates shall be a per annum rate equal to 0.500%. Thereafter, the Class 1-A2X 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-A2X Certificates will be equal to the Class Principal Amount of the Class 1-A2 Certificates. The initial Class Notional Amount of the Class 1-A2X Certificates is $67,925,000.
 
(5)
For any Distribution Date on or prior to the Distribution Date in August 2013, the Certificate Interest Rate on the Class 1-AX Certificates shall be a per annum rate equal to 0.377243564%. 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 sum 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 $311,771,000.
 
(6)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates shall be a per annum rate equal to the Net WAC for Pool 2 less 0.674550029% for such Distribution Date. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates shall be a per annum rate equal to the Net WAC for Pool 2 for such Distribution Date.
 
(7)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the 2-AF Certificates shall be a per annum rate equal to the least of (i) LIBOR plus 0.38%, (ii) 7.50% and (iii) the Class 2-AF Available Funds Cap for such Distribution Date. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 2-AF Certificates shall be a per annum rate equal to the lesser of (i) LIBOR plus 0.38% and (ii) the Class 2-AF Available Funds Cap.
 
(8)
For any Distribution Date, the Certificate Interest Rate on the Class 2-AS Certificates shall be a per annum rate equal to the excess, if any, of (x) the Class 2-AF Available Funds Cap for such Distribution Date over (y) the Certificate Interest Rate for the Class 2-AF Certificates for such Distribution Date. For any Distribution Date, the Class Notional Amount of the Class 2-AS Certificates will be equal to the Class Principal Amount of the Class 2-AF Certificates. The initial Class Notional Amount of the Class 2-AS Certificates is $35,704,000.
 
(9)
For any Distribution Date, the Certificate Interest Rate on the Class 2-A4 Certificates shall be a per annum rate equal to the Net WAC for Pool 2 for such Distribution Date.
 
(10)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the Class 3-A1, Class 3-A2, Class 3-A3 and Class 3-A4 Certificates shall be a per annum rate equal to the Net WAC for Pool 3 less 0.340336844% for such Distribution Date. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 3-A1, Class 3-A2, Class 3-A3 and Class 3-A4 Certificates shall be a per annum rate equal to the Net WAC for Pool 3 for such Distribution Date.
 
 
11

 
(11)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the Class 3-A5 Certificates shall be a per annum rate equal to the Net WAC for Pool 3 less 0.590336844% for such Distribution Date. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 3-A5 Certificates shall be a per annum rate equal to the Net WAC for Pool 3 for such Distribution Date.
 
(12)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the Class 3-A5X Certificates shall be a per annum rate equal to 0.250%. Thereafter, the Class 3-A5X 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 3-A5X Certificates will be equal to the Class Principal Amount of the Class 3-A5 Certificates. The initial Class Notional Amount of the Class 3-A5X Certificates is $26,410,000.
 
(13)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the 3-AF Certificates shall be a per annum rate equal to the least of (i) LIBOR plus 0.38%, (ii) 7.50% and (iii) the Class 3-AF Available Funds Cap for such Distribution Date. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 3-AF Certificates shall be a per annum rate equal to the lesser of (i) LIBOR plus 0.38% and (ii) the Class 3-AF Available Funds Cap.
 
(14)
For any Distribution Date, the Certificate Interest Rate on the Class 3-AS Certificates shall be a per annum rate equal to the excess, if any, of (x) the Class 3-AF Available Funds Cap for such Distribution Date over (y) the Certificate Interest Rate for the Class 3-AF Certificates for such Distribution Date. For any Distribution Date, the Class Notional Amount of the Class 3-AS Certificates will be equal to the Class Principal Amount of the Class 3-AF Certificates. The initial Class Notional Amount of the Class 3-AS Certificates is $61,000,000.
 
(15)
For any Distribution Date, the Certificate Interest Rate on the Class 3-A6 Certificates shall be a per annum rate equal to the Net WAC for Pool 3 for such Distribution Date.
 
(16)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the Class 4-A1, Class 4-A2 and Class 4-A4 Certificates shall be a per annum rate equal to the Net WAC for Pool 4 less 0.094975035% for such Distribution Date. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 4-A1, Class 4-A2 and Class 4-A4 Certificates shall be a per annum rate equal to the Net WAC for Pool 4 for such Distribution Date.
 
(17)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the Class 4-A3 Certificates shall be a per annum rate equal to the Net WAC for Pool 4 less 0.344975035% for such Distribution Date. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, the Certificate Interest Rate on the Class 4-A3 Certificates shall be a per annum rate equal to the Net WAC for Pool 4 for such Distribution Date.
 
(18)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the Class 4-A3X Certificates shall be a per annum rate equal to 0.250%. Thereafter, the Class 4-A3X 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 4-A3X Certificates will be equal to the Class Principal Amount of the Class 4-A3 Certificates. The initial Class Notional Amount of the Class 4-A3X Certificates is $26,417,000.
 
(19)
For any Distribution Date, the Certificate Interest Rate on the Class 4-A5 Certificates shall be a per annum rate equal to the Net WAC for Pool 4 for such Distribution Date.
 
(20)
For any Distribution Date on or prior to the Distribution Date in July 2016, the Certificate Interest Rate on the Class 4-AX Certificates shall be a per annum rate equal to 0.094975035%. Thereafter, the Class 4-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 4-AX Certificates will be equal to the sum of the Class Principal Amounts of the Class 4-A1, Class 4-A2, Class 4-A3 and Class 4-A4 Certificates. The initial Class Notional Amount of the Class 4-AX Certificates is $270,079,000.
 
 
12

 
(21)
For any Distribution Date, the Certificate Interest Rate for the Class B1-I, Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I and Class B7-I Certificates shall be equal to an annual rate equal to the Net WAC for Pool 1.
 
(22)
For any Distribution Date, the Certificate Interest Rate for the Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II, Class B6-II, Class B7-II and Class B8-II Certificates shall be equal to an annual rate equal to the Pool 2-4 Underlying Subordinate Rate.
 
(23)
The Class P-I Certificates will be entitled to receive Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 1.
 
(24)
The Class P-II Certificates will be entitled to receive Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 2 and Pool 3.
 
As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $1,138,296,252.13.
 
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:
 
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.
 
 
13

 
Accrual Certificate: Not applicable.
 
Accrual Component: Not applicable.
 
Accrual Period: With respect to any Distribution Date and any Class of Certificates (other than the Class 2-AF, Class 2-AS, Class 3-AF and Class 3-AS Certificates), REMIC I-1 Interests, REMIC I-2 Interests, REMIC II-1 Interests, REMIC II-2 Interests and REMIC II-3 Interests, the calendar month immediately preceding the month in which such Distribution Date occurs. For the Class 2-AF, Class 2-AS, Class 3-AS and Class 3-AF Certificates, the period beginning with the immediately preceding Distribution Date (or from August 25, 2006 in the case of the first Distribution Date) and ending the day immediately preceding the related Distribution Date. All calculations of interest will be made on the basis of a 360 day year and twelve 30 day months.
 
Accrued Certificate Interest: As to any Class of Certificates and any Distribution Date, the amount of interest accrued at its 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 or Mortgage Pools for such Distribution Date and (ii) any Relief Act Reduction for the related Mortgage Pool or Mortgage Pools for such Distribution Date, in each case allocable among the Senior Certificates of the related Certificate Group and the related Subordinate Certificates proportionately based on (1) in the case of the Senior Certificates, the Accrued Certificate Interest otherwise distributable thereon, and (2) in the case of the Group I Subordinate Certificates and the Group II Subordinate Certificates interest accrued (at the Underlying Subordinate Rate for the relevant Mortgage Pool) on their respective Apportioned Principal Balances. All calculations of interest on each Class of Certificates and each of the REMIC I-1 Interests, REMIC I-2 Interests, REMIC II-1 Interests, REMIC II-2 Interests and REMIC II-3 Interests shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The interest shall accrue during the related Accrual Period.
 
Act: As defined in Section 3.03(c).
 
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.
 
Advance: An advance of the aggregate of payments of principal and interest, the Master Servicing Fee 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 or on behalf of the Master Servicer and 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.
 
 
14

 
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.
 
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: With respect to any Distribution Date, the sum of the Class Principal Amounts of the Group I Subordinate Certificates or the Group II Subordinate Certificates, as applicable, immediately prior to such date divided by the sum of the Pool Balances for all of the Mortgage Pools in the related Mortgage Group for the immediately preceding Distribution Date (or, in the case of the first Distribution Date, the Cut-off Date).
 
Aggregate Voting Interests: The aggregate of the Voting Interests of all the Certificates under this Agreement.
 
Agreement: This Trust Agreement and all amendments and supplements hereto.
 
AP Percentage: Not applicable.
 
AP Principal Distribution Amount: Not applicable.
 
Applicants: As defined in Section 8.02(b).
 
Apportioned Principal Balance: As to any Class of Group I Subordinate Certificates or Group II Subordinate Certificates and any Distribution Date, the Class Principal Amount of such Class immediately prior to such Distribution Date multiplied by a fraction, the numerator of which is the applicable Group Subordinate Amount for such date and the denominator of which is the sum of the Group Subordinate Amounts for each Mortgage Pool in the related Mortgage Group for such date.
 
 
15

 
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 successor in interest, in its capacity as a Servicer.
 
Authenticating Agent: Any authenticating agent appointed pursuant to Section 6.10.
 
Authorized Officer: Not applicable.
 
Available Distribution Amount: As to each Mortgage Pool 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 such Mortgage Pool (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 Mortgage Pool, any Compensating Interest Payment for such date and Mortgage Pool, 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:
 
(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);
 
 
16

 
(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 such Mortgage Pool or if applicable to all Mortgage Pools, then the pro rata portion of any such amounts based on the Pool Balance of such Mortgage Pool and the Aggregate Principal Balance;
 
(F) [Reserved];
 
(G) [Reserved];
 
(H) Prepayment Interest Excess, to the extent not offset by Prepayment Interest Shortfalls; and
 
(ii) any other payment made by the Master Servicer, any Servicer, the Securities Administrator, the Trustee, the Seller, the Depositor, or any other Person with respect to such Distribution Date (including the Purchase Price or PPTL Purchase Price with respect to any Mortgage Loan purchased by the Seller, the Depositor or any other Person).
 
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.
 
Bankruptcy Coverage Termination Date: As to any Mortgage Pool, 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, $123,172 for Pool 1 and $273,547 for Pool 2, Pool 3 and Pool 4, which amounts shall each be reduced from time to time by the amount of Bankruptcy Losses in the related Pool or Pools that are allocated to the related Certificates until the applicable Bankruptcy Coverage Termination Date.
 
 
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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 Shortfall Protected Certificate: Not applicable.
 
Basis Risk Shortfall: Not applicable.
 
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 and Class P Certificates, will constitute Book-Entry Certificates.
 
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.
 
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 Group 1 Certificates (which are related to Pool 1), the Group 2 Certificates (which are related to Pool 2), the Group 3 Certificates (which are related to Pool 3) or the Group 4 Certificates (which are related to Pool 4), 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).
 
 
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Certificate Principal Amount: With respect to any Certificate other than a Notional Certificate, 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 (plus, in the case of any Negative Amortization Certificate, any Deferred Interest allocated thereto on previous Distribution Dates, and plus, in the case of any Accrual Certificate, its Percentage Interest of any related Accrual Amount for each previous Distribution Date), less 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 a Mortgage Pool 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 such Mortgage Pool distributed on such date to Certificateholders (as reduced (x) by increases in the Certificate Principal Amount of more senior Classes of Certificates related to such Mortgage Pool 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 REMIC I-1, REMIC I-2, REMIC II-1, REMIC II-2 or REMIC II-3, all interests bearing the same designation.
 
Class 1-AXI Interest: A “regular interest” in REMIC I-2 entitled to a “specified portion” of the interest accrued on the Class LTI1-1A1 Interest. Such “specified portion” shall be a fixed number of basis points (0.377243564%) of interest accruing on the Class LTI1-1A1 Interest for each Distribution Date through the Distribution Date in August 2013. The Class 1-AXI Interest shall be represented by the Class 1-AX Certificates.
 
Class 1-AXII Interest: A “regular interest” in REMIC I-2 entitled to a “specified portion” of the interest accrued on the Class LTI1-1A2 Interest. Such “specified portion” shall be a fixed number of basis points (0.377243564%) of interest accruing on the Class LTI1-1A2 Interest for each Distribution Date through the Distribution Date in August 2013. The Class 1-AXII Interest shall be represented by the Class 1-AX Certificates
 
 
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Class 2-A1-3 Specified Portion: For each Distribution Date, the quotient of (x) the aggregate Class Principal Amount of the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, without giving effect to distributions on such Distribution Date, divided by (y) the Class Principal Amount of the Class 2-AF Certificates, without giving effect to distributions on such Distribution Date. On the initial Distribution Date, the Class 2-A1-3 Specified Portion will be equal to 3.4809545149.
 
Class 2-AF Available Funds Cap: For each Distribution Date on or prior to the Distribution Date in July 2016, an annual rate equal to the excess of (1) the product of (a) the Net WAC for Pool 2 for such Distribution Date and (b) the Class 2-AF Specified Portion over (2) the product of (a) the Certificate Interest Rate on the Class 2-A1 Certificates for such Distribution Date and (b) the Class 2-A1-3 Specified Portion. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, an annual rate equal to the Net WAC for Pool 2 for such Distribution Date.
 
Class 2-AF Specified Portion: For each Distribution Date, the quotient of (x) the aggregate Class Principal Amount of the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-AF Certificates, without giving effect to distributions on such Distribution Date, divided by (y) the Class Principal Amount of the Class 2-AF Certificates, without giving effect to distributions on such Distribution Date. On the initial Distribution Date, the Class 2-AF Specified Portion will be equal to 4.4809545149.
 
Class 2-ASI Interest: A “regular interest” in REMIC II-3 entitled to a “specified portion” of the interest accrued on the Class LTII2-2A123 Interest. Such “specified portion” shall equal a fixed number of basis points (0.674550029%) of interest accruing on the Class LTII2-2A123 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 2-ASI Interest shall be represented by the Class 2-AS Certificates.
 
Class 2-ASII Interest: A “regular interest” in REMIC II-3 entitled to a “specified portion” of the interest accrued on the Class LTII2-2AF Interest. Such “specified portion” shall equal all interest accruing on the Class LTII2-2AF Interest in excess of the interest accruing thereon at a variable rate equal to (i) for each Distribution Date through the Distribution Date in July 2016, the lesser of (x) LIBOR plus 0.38% per annum and (y) 7.50% per annum and (ii) for each Distribution Date thereafter, LIBOR plus 0.38% per annum. The Class 2-ASII Interest shall be represented by the Class 2-AS Certificates.
 
Class 3-A1-5 Specified Portion: For each Distribution Date, the quotient of (x) the aggregate Class Principal Amount of the Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4 and Class 3-A5 Certificates, without giving effect to distributions on such Distribution Date, divided by (y) the Class Principal Amount of the Class 3-AF Certificates, without giving effect to distributions on such Distribution Date. On the initial Distribution Date, the Class 3-A1-5 Specified Portion will be equal to 3.6981639344.
 
Class 3-AF Available Funds Cap: For each Distribution Date on or prior to the Distribution Date in July 2016, an annual rate equal to the excess of (1) the product of (a) the Net WAC for Pool 3 for such Distribution Date and (b) the Class 3-AF Specified Portion over (2) the product of (a) the Certificate Interest Rate on the Class 3-A1 Certificates for such Distribution Date and (b) the Class 3-A1-5 Specified Portion. Beginning with the Distribution Date in August 2016 and for each Distribution Date thereafter, an annual rate equal to the Net WAC for Pool 3 for such Distribution Date.
 
 
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Class 3-AF Specified Portion: For each Distribution Date, the quotient of (x) the aggregate Class Principal Amount of the Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5 and Class 3-AF Certificates, without giving effect to distributions on such Distribution Date, divided by (y) the Class Principal Amount of the Class 3-AF Certificates, without giving effect to distributions on such Distribution Date. On the initial Distribution Date, the Class 3-AF Specified Portion will be equal to 4.6981639344.
 
Class 3-ASI Interest: A “regular interest” in REMIC II-3 entitled to a “specified portion” of the interest accrued on the Class LTII2-3A1234 Interest. Such “specified portion” shall equal a fixed number of basis points (0.340336844%) of interest accruing on the Class LTII2-3A1234 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 3-ASI Interest shall be represented by the Class 3-AS Certificates.
 
Class 3-ASII Interest: A “regular interest” in REMIC II-3 entitled to a “specified portion” of the interest accrued on the Class LTII2-3A5 Interest. Such “specified portion” shall equal a fixed number of basis points (0.340336844%) of interest accruing on the Class LTII2-3A5 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 3-ASII Interest shall be represented by the Class 3-AS Certificates.
 
Class 3-ASIII Interest: A “regular interest” in REMIC II-3 entitled to a “specified portion” of the interest accrued on the Class LTII2-3AF Interest. Such “specified portion” shall equal all interest accruing on the Class LTII2-3AF Interest in excess of the interest accruing thereon at a variable rate equal to (i) for each Distribution Date through the Distribution Date in July 2016, the lesser of (x) LIBOR plus 0.38% per annum and (y) 7.50% per annum and (ii) for each Distribution Date thereafter, LIBOR plus 0.38% per annum. The Class 3-ASIII Interest shall be represented by the Class 3-AS Certificates.
 
Class 4-AXI Interest: A “regular interest” in REMIC II-3 entitled to a “specified portion” of the interest accrued on the Class LTII2-4A124 Interest. Such “specified portion” shall be a fixed number of basis points (0.094975035%) of interest accruing on the Class LTII2-4A124 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 4-AXI Interest shall be represented by the Class 4-AX Certificates.
 
Class 4-AXII Interest: A “regular interest” in REMIC II-3 entitled to a “specified portion” of the interest accrued on the Class LTII2-4A3 Interest. Such “specified portion” shall be a fixed number of basis points (0.094975035%) of interest accruing on the Class LTII2-4A3 Interest for each Distribution Date through the Distribution Date in July 2016. The Class 4-AXII Interest shall be represented by the Class 4-AX Certificates.
 
Class AP Certificate: None.
 
Class AP Deferred Amount: Not applicable.
 
 
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Class B Certificate: Any Class B1-I, Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I, Class B7-I, Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II, Class B6-II, Class B7-II or Class B8-II Certificate.
 
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 P-I or Class P-II Certificate.
 
Class Percentage: With respect to each Class of Subordinate Certificates, for each Distribution Date, the percentage obtained by dividing the Class Principal Amount of such Class immediately prior to such Distribution Date by the sum of the Class Principal Amounts of all Certificates related to the same Mortgage Group immediately prior to such date.
 
Class Principal Amount: With respect to each Class of Certificates other than any Class of Notional 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 and the Class P Certificates, zero.
 
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: August 31, 2006.
 
Code: The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.
 
Collection Account: A separate account established and maintained by the Master Servicer pursuant to Section 4.01.
 
Commission: The Securities and Exchange Commission.
 
Compensating Interest Payment: With respect to any Distribution Date, an amount equal to the aggregate amount of any Prepayment Interest Shortfalls required to be paid by the Servicers with respect to such Distribution Date. The Master Servicer shall not be responsible to make any Compensating Interest Payment.
 
Component: Not applicable.
 
Component Certificate: Not applicable.
 
 
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Component Notional Amount: Not applicable.
 
Component Principal Amount: Not applicable.
 
Component Writedown Amount: Not applicable.
 
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).
 
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, the principal corporate trust office of the Trustee located at Corporate Trust Services, One Federal Street, Third Floor, Boston, Massachusetts 02110, Attention: SARM 2006-8, 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, Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: SARM 2006-8.
 
 
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Corresponding Class: Not applicable.
 
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: The Distribution Date on which, after giving effect to all distributions on such date, the aggregate Certificate Principal Amount of the Group I Subordinate Certificates or Group II Subordinate Certificates, as applicable, is reduced to zero.
 
Credit Support Percentage: As to any Class of Subordinate Certificates (other than the lowest ranking Class) and any Distribution Date, the sum of the Class Percentages of all Classes of Certificates that rank lower in priority than such Class (without giving effect to distributions on such date).
 
Custodial Agreement: Each custodial agreement attached as Exhibit K hereto, and any custodial agreement subsequently executed by the Trustee substantially in the form thereof.
 
Custodian: Each custodian appointed by the Trustee pursuant to a Custodial Agreement, and any successor thereto. The initial Custodians are Deutsche Bank Trust Company, LaSalle Bank National Association, U.S. Bank National Association and Wells Fargo Bank, N.A.
 
Cut-off Date: August 1, 2006.
 
Cut-off Date Aggregate Principal Balance: Not applicable.
 
Debt Service Reduction: With respect to any Mortgage Loan, a reduction of the Scheduled Payment that the related Mortgagor is obligated to pay on any Due Date as a result of 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.
 
Deferred Interest: None.
 
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.
 
 
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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.
 
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.
 
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 September 2006.
 
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 or accounts the deposits in which are insured by the FDIC to the limits established by such corporation, provided that any such deposits not so insured shall be maintained in an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt or deposit obligations of such holding company or depository institution, as the case may be) have been rated by each Rating Agency in its highest short-term rating category, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Trustee, 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 Trustee and the Rating Agencies. Eligible Accounts may bear interest.
 
 
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Eligible Investments: Any one or more of the following obligations or securities:
 
(i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America (“Direct Obligations”);
 
(ii) federal funds, or demand and time deposits in, certificates of deposits of, or bankers’ acceptances issued by, any depository institution or trust company (including U.S. subsidiaries of foreign depositories and the Trustee or any agent of the Trustee or 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;
 
(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;
 
 
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(v) commercial paper (including both non interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 180 days after the date of issuance thereof) rated by each Rating Agency in its highest short-term rating category;
 
(vi) a Qualified GIC;
 
(vii) certificates or receipts representing direct ownership interests in future interest or principal payments on obligations of the United States of America or its agencies or instrumentalities (which obligations are backed by the full faith and credit of the United States of America) held by a custodian in safekeeping on behalf of the holders of such receipts; and
 
(viii) any other demand, money market 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 an Affiliate thereof), (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 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 for which the Trustee, the 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.
 
 
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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 P-I, Class P-II, Class B5-I, Class B6-I, Class B7-I, Class B6-II, Class B7-II or Class B8-II 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.
 
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).
 
Excess Loss: Any Bankruptcy Loss, or portion thereof, in excess of the then-applicable Bankruptcy Loss Limit, any Fraud Loss, or portion thereof, in excess of the then-applicable Fraud Loss Limit, and any Special Hazard Loss, or portion thereof, in excess of the then-applicable Special Hazard Loss Limit.
 
Excess REMIC Payments: With respect to each Distribution Date on or prior to the Distribution Date in July 2016, (a) in the case of the Class 2-AF Certificates, the excess, if any, of (i) the Accrued Certificate Interest with respect to such Class over (ii) the interest that would have been payable with respect to such Class at a per annum interest rate equal to the least of (i) LIBOR plus 0.38%, (ii) 7.50% and (iii) the Net WAC for Pool 2, and (b) in the case of the Class 3-AF Certificates, the excess, if any, of (i) the Accrued Certificate Interest with respect to such Class over (ii) the interest that would have been payable with respect to such Class at a per annum interest rate equal to the least of (i) LIBOR plus 0.38%, (ii) 7.50% and (iii) the Net WAC for Pool 3.
 
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.
 
 
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Final Scheduled Distribution Date: For the Certificates (other than the Class 1-A2X, Class 1-AX, Class 3-A5X, Class 4-A3X and 4-AX Certificates), the Distribution Date in September 2036. For the Class 1-A2X and Class 1-AX Certificates, the Distribution Date in August 2013, and for the Class 3-A5X, Class 4-A3X and Class 4-AX Certificates, the Distribution Date in July 2016.
 
Financial Intermediary: Not applicable.
 
First Payment Default Loan: Any Mortgage Loan which does not make the first payment due to the Seller within the time frame required under the PPTLS and which is identified on Schedule B hereof.
 
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(f)(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.
 
Fraud Loss Limit: With respect to any Distribution Date (x) prior to the first anniversary of the Cut-off Date, $3,464,127 for Mortgage Group I, less the aggregate of Fraud Losses in Mortgage Group I since the Cut-off Date, (y) from the first anniversary to the second 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 Mortgage Group I as of the most recent anniversary of the Cut-off Date less (2) the aggregate of Fraud Losses in Mortgage Group I since the most recent anniversary of the Cut-off Date, and (z) from the second 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 Mortgage Group I as of the most recent anniversary of the Cut-off Date less (2) the aggregate of Fraud Losses in Mortgage Group I 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. With respect to any Distribution Date (x) prior to the first anniversary of the Cut-off Date, $7,918,838 for Mortgage Group II, less the aggregate of Fraud Losses in Mortgage Group II since the Cut-off Date, (y) from the first anniversary to the second 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 Mortgage Group II as of the most recent anniversary of the Cut-off Date less (2) the aggregate of Fraud Losses in Mortgage Group II since the most recent anniversary of the Cut-off Date, and (z) from the second 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 Mortgage Group II as of the most recent anniversary of the Cut-off Date less (2) the aggregate of Fraud Losses in Mortgage Group II 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.
 
 
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Funding Account: The account defined in Section 5.06 herein.
 
Funding Amount: The amount paid by the Depositor to the Securities Administrator for deposit into the Funding Account on the Closing Date pursuant to Section 5.06, which amount is $11,381,788.11. The Funding Amount is calculated as the difference between the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date and the aggregate Certificate Principal Amount of the Certificates as of the Closing Date, as adjusted for rounding ($11,321,607.69) plus 30 days accrued interest on that amount ($60,180.42). For purposes of distributions to Certificateholders pursuant to Section 5.06, the Funding Amount with respect to Pool 1 shall equal a principal amount of $11,321,607.69 plus thirty (30) days accrued interest on such principal amount at the Net WAC for Pool 1 for the first Distribution Date. To the extent that the total amount on deposit in the Funding Account exceeds the Funding Amount, such excess shall be distributed to the Depositor as described in Section 5.06.
 
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, Pool 2 or Pool 3.
 
Grantor Trust Provisions: Subpart E of Subchapter J of the Code, including Treasury regulation section 301.7701-4(c)(2).
 
Group 1: All of the Group 1 Certificates.
 
Group 1 Certificate: Any Class 1-A1, Class 1-A2, Class 1-A2X, Class 1-A3, Class 1-AX or Class R Certificate. The Group 1 Certificates are related to Pool 1.
 
Group 2: All of the Group 2 Certificates.
 
Group 2 Certificate: Any Class 2-A1, Class 2-A2, Class 2-A3, Class 2-AF, Class 2-AS or Class 2-A4 Certificate. The Group 2 Certificates are related to Pool 2.
 
Group 3: All of the Group 3 Certificates.
 
 
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Group 3 Certificate: Any Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A5X, Class 3-AF, Class 3-AS or Class 3-A6 Certificate. The Group 3 Certificates are related to Pool 3.
 
Group 4: All of the Group 4 Certificates.
 
Group 4 Certificate: Any Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A3X, Class 4-A4, Class 4-A5 or Class 4-AX Certificate. The Group 4 Certificates are related to Pool 4.
 
Group I Certificate: Any of the Class 1-A1, Class 1-A2, Class 1-A2X, Class 1-A3, Class 1-AX, Class B1-I, Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I, Class B7-I or Class R Certificates.
 
Group I Subordinate Certificate: Any of the Class B1-I, Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I or Class B7-I Certificates.
 
Group II Certificate: Any of the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-AF, Class 2-AS, Class 2-A4, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A5X, Class 3-AF, Class 3-AS, Class 3-A6, Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A3X, Class 4-A4, Class 4-A5 or Class 4-AX, Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II, Class B6-II, Class B7-II or Class B8-II Certificates.
 
Group II Subordinate Certificate: Any of the Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II, Class B6-II, Class B7-II or Class B8-II Certificates.
 
Group Subordinate Amount: With respect to any Mortgage Pool and any Distribution Date, the excess, if any, of the Pool Balance of such 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 Group immediately prior to the related Distribution Date.
 
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 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 may request and conclusively rely on certifications by the Depositor, the Master Servicer or any Servicer in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer or such Servicer, respectively.
 
HUD: The United States Department of Housing and Urban Development, or any successor thereto.
 
 
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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: 5.324% per annum.
 
Initial MTA Rate: Not applicable.
 
Initial Net Mortgage Rate: Not applicable.
 
Initial Senior Enhancement Percentage: 5.00% for Mortgage Group I and 4.75% for Mortgage Group II.
 
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 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 August 2036.
 
Lehman Brothers Holdings: Lehman Brothers Holdings Inc., or any successor in interest.
 
LIBOR: With respect to the first Accrual Period, the Initial LIBOR Rate. With respect to each subsequent Accrual Period, a per annum rate determined on the LIBOR Determination Date in the following manner by the Securities Administrator on the basis of the “Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”) for one-month United States dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.
 
 
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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.” 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, 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.
 
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: Any Class 2-AF, Class 2-AS, Class 3-AF or Class 3-AS Certificate.
 
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.
 
 
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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.
 
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.
 
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.
 
Moody’s: Not applicable.
 
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 100SM Loan: Not applicable.
 
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 Group: Either of Mortgage Group I or Mortgage Group II.
 
Mortgage Group I: Pool 1.
 
 
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Mortgage Group II: Pool 2, Pool 3 and Pool 4, collectively.
 
Mortgage Loan: A Mortgage and the related notes or other evidences of indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned to or deposited with the Trustee pursuant to Section 2.01 or Section 2.05, including without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time. 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 August 1, 2006, 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 and the Trustee, 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 Trustee, the Master Servicer and the Securities Administrator with all amendments to the Mortgage Loan Schedule.
 
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage under a Mortgage Loan.
 
Mortgage Pool: Any of Pool 1, Pool 2, Pool 3 or Pool 4.
 
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 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.
 
 
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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.
 
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.
 
Non-AP Percentage: Not applicable.
 
Non-AP Senior Certificate: Not applicable.
 
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry Certificate.
 
Non-Discount Mortgage Loan: None.
 
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: Any Class 1-A2X, Class 1-AX, Class 2-AS, Class 3-A5X, Class 3-AS, Class 4-A3X or 4-AX Certificate.
 
 
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Notional Component: Not applicable.
 
Offering Document: Either of the private placement memorandum dated August 30, 2006 relating to the Class B5-I, Class B6-I, Class B7-I, Class B6-II, Class B7-II and Class B8-II Certificates, or the Prospectus.
 
Officer’s Certificate: A certificate signed by the Chairman of the Board, any Vice Chairman, the President, any Vice President or any Assistant Vice President of a Person, and in each case delivered to the Trustee.
 
One-Year MTA: Not applicable.
 
Opinion of Counsel: A written opinion of counsel, reasonably acceptable in form and substance to the Trustee, and who may be in-house or outside counsel to the Depositor, the Master Servicer or the 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.
 
Original Credit Support Percentage: With respect to any Class of Subordinate Certificates, the Credit Support Percentage with respect to such Class on the Closing Date.
 
Original Group Subordinate Amount: As to any Mortgage Pool, the Group Subordinate Amount for such Mortgage Pool 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: American Home Mortgage Corp., Countrywide Home Loans, Inc., IndyMac Bank, F.S.B., Lehman Brothers Bank, FSB and Wells Fargo Bank, N.A. and their successors and assigns and any other originator contemplated by Item 1110 (§ 229.1110) of Regulation AB. 
 
Parent PowerSM Loan: Not applicable.
 
Participation Agreement: Not applicable.
 
Participation: Not applicable.
 
Participation Schedule: Not applicable.
 
Participation Master Servicer: Not applicable.
 
Paying Agent: Any paying agent appointed pursuant to Section 3.08.
 
PCAOB: The Public Company Accounting Oversight Board.
 
 
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Percentage Interest: With respect to any Certificate and the related Class, such Certificate’s percentage interest in the undivided beneficial ownership interest in the Trust Fund evidenced by all Certificates of the same Class as such Certificate. With respect to any Certificate other than a Notional Certificate, the Percentage Interest evidenced thereby shall equal the initial Certificate Principal Amount thereof divided by the initial Class Principal Amount of all Certificates of the same Class. With respect to any Notional Certificate and any Class P Certificate, 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.
 
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 2: The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 2.
 
Pool 2-4 Underlying Subordinate Rate: The weighted average of the Underlying Subordinate Rate for Pool 2, Pool 3 and Pool 4 weighted by the corresponding Group Subordinate Amounts.
 
Pool 3: The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 3.
 
Pool 4: The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 4.
 
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.
 
 
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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) any Principal Prepayment in part and, with respect to those Mortgage Loans serviced by Servicers other than Aurora, any Principal Prepayment in full, (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 collected by the applicable Servicer 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.
 
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 Only Certificate: Not applicable.
 
 
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Principal Prepayment: Any Mortgagor payment of principal (other than a Balloon Payment) or other recovery of principal on a Mortgage Loan that is recognized as having been received or recovered in advance of its scheduled Due Date and applied to reduce the principal balance of the Mortgage Loan in accordance with the terms of the Mortgage Note or the applicable Servicing Agreement.
 
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 August 30, 2006, together with the accompanying prospectus dated August 11, 2006, relating to the Senior Certificates and the Class B1-I, Class B2-I, Class B3-I, Class B4-I, Class B1-II, Class B2-II, Class B3-II, Class B4-II and Class B5-II Certificates.
 
PPTL Purchase Price: The purchase price paid for a First Payment Default Mortgage Loan which is required to be repurchased by the Transferor pursuant to the related PPTLS.
 
PPTLS: As to any First Payment Default Mortgage Loan, the purchase price and terms letters between a Transferor and Lehman Brothers Bank, FSB, as described in the Mortgage Loan Sale Agreement.
 
Purchase Price: With respect to the repurchase of a Mortgage Loan pursuant to this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal balance of such Mortgage Loan, (b) accrued interest thereon at the Mortgage Rate, from the date as to which interest was last paid to (but not including) the Due Date immediately preceding the next Distribution Date, (c) any unreimbursed Servicing Advances with respect to such Mortgage Loan and (d) any costs and damages incurred by the Trust Fund in connection with any violation by such Mortgage Loan of any predatory- or abusive-lending law. The Master Servicer or the applicable Servicer (or the Securities Administrator, if applicable) shall be reimbursed from the Purchase Price for any Mortgage Loan or related REO Property for any Advances made with respect to such Mortgage Loan that are reimbursable to the Master Servicer, such Servicer or the Securities Administrator under this Agreement or the applicable Servicing Agreement, as well as any unreimbursed Servicing Advances and accrued and unpaid Master Servicing Fees or Servicing Fees, as applicable.
 
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;
 
 
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(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, the Trustee shall terminate such contract without penalty and be entitled to the return of all funds previously invested thereunder, together with accrued interest thereon at the interest rate provided under such contract to the date of delivery of such funds to the Trustee;
 
(D) provide that the Trustee’s interest therein shall be transferable to any successor trustee hereunder; and
 
(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 and the Master Servicer.
 
 
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Rating Agency: Each of S&P or Fitch.
 
Realized Loss: (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 and each Class of Certificates other than the Class 2-AF, Class 2-AS, Class 3-AF and Class 3-AS Certificates, the close of business on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. With respect to any Distribution Date and the Class 2-AF, Class 2-AS, Class 3-AF and Class 3-AS Certificates, the close of business on the Business Day immediately preceding such Distribution Date.
 
 
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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.
 
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).
 
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 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 II-1, REMIC II-2 and REMIC II-3, 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 Interests described in the Preliminary Statement hereto.
 
 
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REMIC I-1 Regular Interest: Each of the REMIC I-1 Interests other than the Class LTI1-R Interest.
 
REMIC I-1 Subordinated Balance Ratio: Not applicable.
 
REMIC I-2: REMIC I-2 as described in the Preliminary Statement hereto.
 
REMIC I-2 Interest: Any one of the classes of REMIC I-2 Regular Interests and the Class LTI2-R Interest as described in the Preliminary Statement hereto.
 
REMIC I-2 Regular Interest: Each of (i) each Class of Group I Certificates (other than the Class R Certificates and the Class 1-AX Certificates) and (ii) each of the Class 1-AXI Interest and the Class 1-AXII 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 Regular Interest: Each of the REMIC II-1 Interests other than the Class LTII1-R Interest.
 
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-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 II-3: REMIC II-3 as described in the Preliminary Statement hereto.
 
REMIC II-3 Interest: Any one of the classes of REMIC II-3 Regular Interests and the Class LTII3-R Interest as described in the Preliminary Statement hereto.
 
REMIC II-3 Regular Interest: Each of (i) each Class of Group II Certificates (other than the Class 2-AF Certificates, the Class 2-AS Certificates, the Class 3-AF Certificates, the Class 3-AS Certificates and the Class 4-AX Certificates), (ii) each of the Class 2-ASI Interest and the Class 2-ASII Interest, (iii) each of the Class 3-ASI Interest, the Class 3-ASII Interest and the Class 3-ASIII Interest, (iv) each of the Class 4-AXI Interest and the Class 4-AXII Interest, (v) the uncertificated REMIC regular interest represented by the rights associated with the Class 2-AF Certificates other than rights to receive payments in respect of Excess REMIC Payments and (vi) the uncertificated REMIC regular interest represented by the rights associated with the Class 3-AF Certificates other than rights to receive payments in respect of Excess REMIC Payments.
 
 
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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.
 
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(f)(i).
 
Reporting Sevicer: As defined in Section 6.20(e)(i).
 
Repurchase Price: As defined in Section 7.01.
 
Reserve Interest Rate: Not applicable.
 
Reset Date: Not applicable.
 
Residual Certificate: Any Class R Certificate.
 
Responsible Officer: When used with respect to the Trustee, any officer within its corporate trust department having direct responsibility for the administration of this Agreement and any other officer to whom a matter arising under this Agreement may be referred.
 
Restricted Certificate: Any Class B5-I, Class B6-I, Class B7-I, Class B6-II, Class B7-II or Class B8-II Certificate but excluding any Regulation S Global Security.
 
Restricted Global Security: As defined in Section 3.01(c).
 
Rounding Account: Not applicable.
 
Rules: As defined in Section 6.20(d).
 
S&P: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or any successor in interest.
 
 
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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.
 
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.
 
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: 0.0070% per annum.
 
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.
 
 
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Seller: Lehman Brothers Holdings or any successor in interest.
 
Senior Certificate: Any Group 1 Certificate, Group 2 Certificate, Group 3 Certificate or Group 4 Certificate.
 
Senior Enhancement Percentage: For each Mortgage Group for any Distribution Date the percentage equivalent of a fraction, the numerator of which is the related Group Subordinate Amount or Group Subordinate Amounts and the denominator of which is the related Pool Balance or Pool Balances of such Mortgage Group for the immediately preceding Distribution Date.
 
Senior Percentage: With respect to each Mortgage Pool and any Distribution Date, the percentage equivalent of the fraction, the numerator of which is the aggregate of the Certificate Principal Amounts of the Group 1 Certificates, in the case of Pool 1, the Group 2 Certificates, in the case of Pool 2, the Group 3 Certificates, in the case of Pool 3 or the Group 4 Certificates, in the case of Pool 4, in each case immediately prior to such Distribution Date and the denominator of which is the related Pool Balance for the immediately preceding Distribution Date.
 
Senior Prepayment Percentage: With respect to each of Pools 1 through 4 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 Mortgage Pools 1 through 4 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 Senior Enhancement Percentage for Mortgage Group I or Mortgage Group II, as applicable, is less than the related Initial Senior Enhancement Percentage, the Senior Prepayment Percentage for each Mortgage Pool in Mortgage Group I or Mortgage Group II, as applicable, 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 September 2009, prior to giving effect to any distributions on such Distribution Date, the Senior Enhancement Percentage for Mortgage Group I or Mortgage Group II, as applicable, for such Distribution Date is greater than or equal to twice the related Initial Senior Enhancement Percentage, then the Senior Prepayment Percentage for each Mortgage Pool in Mortgage Group I or Mortgage Group II, as applicable, for such Distribution Date will equal the related Senior Percentage plus 50% of the related Subordinate Percentage for such Mortgage Pool and (iii) unless the condition described in clause (i) has occurred, if on any Distribution Date on or after the Distribution Date in September 2009, prior to giving effect to any distributions on such Distribution Date, the Senior Enhancement Percentage for Mortgage Group I or Mortgage Group II, as applicable, for such Distribution Date is greater than or equal to twice the related Initial Senior Enhancement Percentage, then the Senior Prepayment Percentage for each Mortgage Pool in Mortgage Group I or Mortgage Group II, as applicable, on such Distribution Date will equal the related Senior Percentage.
 
 
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Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage for any Mortgage Pool in Mortgage Group I or Mortgage Group II, as applicable, 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 the related Mortgage Pool 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 Group Subordinate Amount immediately prior to such Distribution Date or (ii) cumulative Realized Losses with respect to the Mortgage Loans in the related Mortgage Pool 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 Class Principal Amount of each Class of Senior Certificates in any Certificate Group has been reduced to zero, the Senior Prepayment Percentage for the related Mortgage Pool shall be 0%.
 
Senior Principal Distribution Amount: For each Certificate Group 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.
 
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, Countrywide Home Loans Servicing LP, IndyMac Bank, F.S.B. 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.
 
Servicing Agreement: Each Servicing Agreement between a Servicer and the Seller, dated as of August 1, 2006, 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.
 
 
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Servicing Function Participant: Any Subservicer, Subcontractor or any other Person, other than each Servicer, each Custodian, the Master Servicer, the Trustee, the Paying Agent and the Securities Administrator, 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 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 1, and $8,688,228 for Pool 2, Pool 3 and Pool 4, which amounts 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) the applicable 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.
 
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.
 
Subcontractor: Any third-party or Affiliated vendor, subcontractor or other Person utilized by a Servicer, a Custodian, the Master Servicer, a Subservicer, the Securities Administrator or the Trustee that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of the Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loans under direction and authority of such Servicer, Custodian, Master Servicer, Subservicer or Trustee.
 
 
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Subordinate Certificate: Any Class B Certificate.
 
Subordinate Certificate Writedown Amount: As to any Distribution Date, (x) with respect to the Group I Certificates, the amount by which (i) the sum of the Class Principal Amounts of all the Certificates related to Pool 1 (after giving effect to the distribution of principal and the allocation of Realized Losses in reduction of the Certificate Principal Amounts of the Certificates related to Pool 1 on such Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance of the Mortgage Loans in Pool 1 for such Distribution Date or (y) with respect to the Group II Certificates, the amount by which (i) the sum of the Class Principal Amounts of all the Certificates related to Pool 2, Pool 3 and Pool 4 (after giving effect to the distribution of principal and the allocation of Realized Losses in reduction of the Certificate Principal Amounts of the Certificates related to Pool 2, Pool 3 and Pool 4 on such Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance of the Mortgage Loans in Pool 2, Pool 3 and Pool 4 for such Distribution Date.
 
Subordinate Class Percentage: With respect to any Distribution Date and any Class of 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 same Mortgage Group immediately prior to such Distribution Date.
 
Subordinate Component Percentage: Not applicable.
 
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 each Mortgage Pool 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 and 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;
 
 
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(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 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.
 
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.
 
Surety: Not applicable.
 
Surety Bond: Not applicable.
 
Tax Matters Person: The “tax matters person” as specified in the REMIC Provisions.
 
 
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Telerate Page 3750: The display currently so designated as “Page 3750” on the Moneyline Telerate Service (or such other page selected by the Trustee as may replace Page 3750 on that service for the purpose of displaying daily comparable rates on prices).
 
Title Insurance Policy: A title insurance policy maintained with respect to a Mortgage Loan.
 
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.
 
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 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 2006-8.
 
Trust Rate: Not applicable.
 
Trust REMIC: Any of REMIC I-1, REMIC I-2, REMIC II-1, REMIC II-2 or REMIC II-3.
 
Trustee: U.S. Bank 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.
 
Trustee Fee: A fixed annual fee of $3,500.00, which is paid by the Securities Administrator pursuant to Section 6.12.
 
Trustee Fee Rate: Not applicable.
 
Undercollateralization Distribution: As defined in Section 5.02(f)(ii)(A).
 
Undercollateralized Group: With respect to any Distribution Date, the Senior Certificates of any Certificate Group as to which the aggregate Certificate Principal Amount thereof, after giving effect to distributions pursuant to Sections 5.02(a) and (b) on such date, is greater than the Pool Balance of the related Mortgage Pool for such Distribution Date.
 
Underlying Subordinate Rate: For Pool 1, for each Distribution Date, the Pool 1 Net WAC; for Pool 2, for each Distribution Date, the Pool 2 Net WAC; for Pool 3, for each Distribution Date, the Pool 3 Net WAC; and for Pool 4, for each Distribution Date, the Pool 4 Net WAC.
 
 
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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: Not applicable.
 
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, 93% of all Voting Interests shall be allocated to the Certificates other than the Notional Certificates and the Class P-I and Class P-II Certificates, 5% of all Voting Interests shall be allocated to the Notional Certificates, 1% shall be allocated to the Class P-I Certificates and 1% shall be allocated to the Class P-II Certificates. After the Class Notional Amounts of all Classes of Notional Certificates have been reduced to zero, 98% of all Voting Interests shall be allocated to the remaining Classes of Certificates other than the Class P-I and Class P-II Certificates. 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 P-I and Class P-II 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).
 
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.
 
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 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 (including the right to enforce the Transferor’s obligation pursuant to the PPTLS) 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.
 
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 that 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 “U.S. Bank National Association, as Trustee of the Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass Through Certificates, Series 2006-8,” 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.
 
 
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(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 and the Rating Agencies, 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.
 
(i) 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.
 
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 Depositor and the Master Servicer 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 will, on behalf of the Trustee and for the benefit of Holders of the Certificates, 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 and the Master Servicer 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 Depositor or the Master Servicer (and to the Trustee). 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 Depositor and the Master Servicer 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 Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that:
 
(i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto;
 
(ii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor;
 
(iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof;
 
(iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, 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;
 
 
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(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. The Trustee acknowledges that 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 Trustee further acknowledges that 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, 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. 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 (including the related PPTL Purchase Price in the case of a First Payment Default Mortgage Loan) received by the Master Servicer in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment and shall be deposited in the Collection Account pursuant to Section 4.01. The Trustee, upon receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan, 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 Trustee (or a Custodian), and the Trustee shall have no further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan.
 
 
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(B) With respect to each Qualifying Substitute Mortgage Loan to be delivered to the Trustee (or the applicable Custodian) pursuant to the terms of this Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor, the applicable Transferor, or Lehman Brothers Holdings, as applicable, must deliver to the Trustee (or the applicable Custodian) the Mortgage File for the Qualifying Substitute Mortgage Loan containing the documents set forth in Section 2.01(b) along with a written certification certifying as to the delivery of such Mortgage File and containing the granting language set forth in Section 2.01(a); and (ii) the Depositor will be deemed to have made, with respect to such Qualifying Substitute Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. As soon as practicable after the delivery of any Qualifying Substitute Mortgage Loan hereunder, the Master Servicer, at the expense of the Depositor and 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 has 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.
 
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 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.
 
 
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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 Residual Certificate shall be issued as a single Certificate and maintained in definitive, fully registered form in a minimum denomination equal to $100. Each of the Class P 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.
 
(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 by manual signature, and such certification upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. At any time and from time to time after the execution and delivery of this Agreement, the Depositor may deliver Certificates executed by the Depositor to the Authenticating Agent for authentication and the Authenticating Agent shall authenticate and deliver such Certificates as in this Agreement provided and not otherwise.
 
 
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(C) The Class B5-I, Class B6-I, Class B7-I, Class B6-II, Class B7-II or Class B8-II 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 Class B5-I, Class B6-I, Class B7-I, Class B6-II, Class B7-II or Class B8-II 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 and authenticated by the Trustee and 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 Class B5-I, Class B6-I, Class B7-I, Class B6-II, Class B7-II or Class B8-II 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”). A registration book shall be maintained for the Certificates collectively. The Certificate Registrar may resign or be discharged or removed and a new successor may be appointed in accordance with the procedures and requirements set forth in Sections 6.06 and 6.07 hereof with respect to the resignation, discharge or removal of the Trustee and the appointment of a successor trustee. The Certificate Registrar may appoint, by a written instrument delivered to the Holders and the Master Servicer, any bank or trust company to act as co-registrar under such conditions as the Certificate Registrar may prescribe; provided, however, that the Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.
 
Section 3.03. Transfer and Exchange of Certificates.
 
(A) A Certificate (other than 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 the 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.
 
 
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(B) A Certificate may be exchanged by the Holder thereof for any number of new Certificates of the same Class, in authorized denominations, representing in the aggregate the same Certificate Principal Amount or Percentage Interest as the Certificate surrendered, upon surrender of the Certificate to be exchanged at the office of the Certificate Registrar duly endorsed or accompanied by a written instrument of transfer duly executed by such Holder or his duly authorized attorney in such form as is satisfactory to the Certificate Registrar. Certificates delivered upon any such exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Certificates surrendered. No service charge shall be made to a Certificateholder for any exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, and the 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 Securities Administrator, the Trustee, the Certificate Registrar and any of their respective successors that: (i) such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Certificates have not been registered under the 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 Class R 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 Prohibited Transaction Class Exemption (“PTCE”) 95-60, and the acquisition and holding of the Certificate are covered and exempt under Sections I and III of PTCE 95-60, or (II) solely in the case of an ERISA-Restricted Certificate that is a Definitive Certificate, an Opinion of Counsel satisfactory to the Trustee, the Certificate Registrar and the Depositor, and upon which the Trustee, the Certificate Registrar and the Depositor shall be entitled to rely, to the effect that the acquisition and holding of such Certificate will not constitute or result in a nonexempt prohibited transaction under ERISA or the Code, or a violation of Similar Law, and will not subject the Trustee, the Certificate Registrar, the Master Servicer or the Depositor to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar, the Master Servicer or the Depositor.
 
Except in the case of a Definitive Certificate, the representations set forth in the immediately preceding paragraph, other than clause (B)(II) in the immediately preceding paragraph, shall be deemed to have been made to the Trustee, the Certificate Registrar and the Depositor by the transferee’s acceptance of an ERISA-Restricted Certificate or a Residual Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any Class of ERISA-Restricted Certificates or a Residual Certificate). The Trustee, the Certificate Registrar and the Depositor shall not have any obligation to monitor transfers of Book-Entry Certificates or Restricted Global Securities that are ERISA-Restricted Certificates or Residual Certificates or any liability for transfers of such Certificates in violation of the transfer restrictions.
 
 
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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 Trustee, the Certificate Registrar and the Depositor as described above shall be void and of no effect. The Trustee, 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 Trustee, the Certificate Registrar and the Depositor shall not have any liability for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. The 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 Trustee or 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 Trustee and the Securities Administrator 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 Trustee 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 the Trustee 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 Trustee 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 Trustee 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 Trustee 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).
 
(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 Class B5-I, Class B6-I, Class B7-I, Class B6-II, Class B7-II or Class B8-II 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).
 
 
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(A) Subject to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security representing any of the Class B5-I, Class B6-I, Class B7-I, Class B6-II, Class B7-II or Class B8-II or 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.
 
(B) 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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(C) 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.
 
(D) 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.
 
(E) 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)(C).
 
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.
 
 
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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 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, 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, 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 the 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.
 
The Trustee may appoint a Paying Agent (which may be the Trustee) 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 Trustee, the funds shall 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.
 
Any Paying Agent shall be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers. Any Paying Agent (including the Securities Administrator to the extent not already required of the Securities Administrator under this Agreement) 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 6.01, 6.23, 9.25 and 9.26, 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. In addition, any Paying Agent (including the Securities Administrator to the extent not already required of the Securities Administrator under this Agreement) 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.
 
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):
 
 
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(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 2006-8.” 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 30 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.
 
(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):
 
 
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(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; and
 
(vii) all proceeds of any Mortgage Loan purchased by any Person (including any Substitution Amount, Purchase Price or PPTL Purchase Price).
 
(E) Funds in the Collection Account may be invested in Eligible Investments (selected by and at the written direction of the Master Servicer) which shall mature not later than one Business Day prior to the Deposit Date (except that if such Eligible Investment is an obligation of the Trustee or the Paying Agent, if other than the Trustee, and such Collection Account is maintained with the Trustee or the Paying Agent, if other than the Trustee, then such Eligible Investment shall mature not later than such applicable Deposit Date), and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Master Servicer in trust for the benefit of the Trustee and Holders of Structured Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series 2006-8. 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.
 
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;
 
(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;
 
 
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(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 and to reimburse any Custodian pursuant to the applicable Custodial Agreement, but only to the extent that the items reimbursed constitute “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii);
 
(x) to withdraw funds deposited in error in the Collection Account;
 
(xi) to clear and terminate any Collection Account pursuant to Section 7.02;
 
(xii)  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
 
(xiii)  to reimburse any Servicer for such amounts as are due thereto under the applicable Servicing Agreement and have not been retained by or paid to such Servicer to the extent provided in such Servicing Agreement provided such amounts are Servicing Fees or “unanticipated expenses” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii).
 
 
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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).
 
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).
 
Section 4.03. Reports to Certificateholders.
 
(A) On each Distribution Date, the Securities Administrator shall have prepared (based on information provided by the Master Servicer) and shall make available to the Trustee and each Certificateholder a written report setting forth the following information, by Mortgage Pool and Certificate Group (on the basis of Mortgage Loan level information obtained from the applicable Servicer and the Master Servicer):
 
(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 distribution to the Holders of a Residual Certificate;
 
(iv) (A) the aggregate amount of any Advances required to be made as of the end if the month immediately preceding the month in which such Distribution Date occurs 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) with respect to such Distribution Date, (B) the aggregate amount of such Advances actually made, and (C) the amount, if any, by which (A) above exceeds (B) above;
 
 
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(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;
 
(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 Scheduled 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;
 
 
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(xiii) the Certificate Interest Rate applicable to such Distribution Date with respect to each Class of Certificates; and
 
(xiv) 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).
 
In the case of information furnished pursuant to subclauses (i), (ii) and (viii) above, the amounts shall be expressed as a dollar amount per $1,000 of original principal amount of Certificates.
 
In addition to the information listed above, such Distribution Date report shall also include such other information as is required by Item 1121 (§ 229.1121) of Regulation AB.
 
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) available each month to the Trustee, Certificateholders 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. Assistance in using the website can be obtained by calling the Securities Administrator’s customer service desk at (301) 815-6600. 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 Mortgage Loan data to the Securities Administrator, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information or data regarding the Mortgage Loans and the related REO Property that has been provided to the Master Servicer by each Servicer, and the Master Servicer shall not be obligated to verify, recompute, reconcile or recalculate any such information or data. 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.
 
On each Distribution Date, in the event the above referenced Securities Administrator’s Internet web site is not accessible to the Depositor, the Securities Administrator shall also provide or make available to the Depositor a copy of the above described written report, to the following address: Lehman Brothers Inc., 745 Seventh Avenue, 7th Floor, New York, New York 10019, Attention: Michael Hitzmann, or to such other address as the Depositor may designate.
 
 
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(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 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.
 
(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 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. 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 shall provide the Securities Administrator with such Mortgage Loan level information as is necessary for the Securities Administrator to prepare such reports.
 
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”), 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.
 
(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;
 
 
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(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 (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.
 
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 the Paying Agent shall make distributions in accordance with this Article V. Such distributions shall be made by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request made to the Securities Administrator at least five Business Days prior to the related Distribution Date to any Certificateholder, by wire transfer 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.
 
 
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(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).
 
Section 5.02. Distributions from the Certificate Account.
 
On each Distribution Date, the Securities Administrator (or any successor Paying Agent on behalf of the Trustee) shall withdraw from the Certificate Account, to the extent of funds available therefore, the Available Distribution Amount (excluding all Prepayment Penalty Amounts) with respect to each Mortgage Pool, and shall distribute such amount in the following order of priority based on the report of the Securities Administrator:
 
(i) the payment of the Securities Administrator Fee for such Distribution Date;
 
(ii) from the Available Distribution Amount for each Mortgage Pool, to each Class of Senior Certificates in the related Certificate Group, the Accrued Certificate Interest thereon for such Distribution Date, as reduced by such Class’s allocable share of any Net Prepayment Interest Shortfalls for the related Mortgage Pool for such Distribution Date; provided, however, that any shortfall in available amounts for a Mortgage Pool shall be allocated among the Classes of the related Certificate Group in proportion to the amount of Accrued Certificate Interest (as so reduced) that would otherwise be distributable thereon;
 
(iii) from the remaining Available Distribution Amount for each Mortgage Pool, to each Class of Senior Certificates in the related Certificate Group (reduced, in each case, by any Net Prepayment Interest Shortfalls for the related Mortgage Pool allocated to that Class of Certificates in that Distribution Date, as described herein), any related Interest Shortfall for such Distribution Date; provided, however, that any shortfall in available amounts for each Mortgage Pool shall be allocated among the Classes of the related Certificate Group in proportion to the Interest Shortfall (as so reduced) for each such Class on such Distribution Date;
 
(iv) from the remaining Available Distribution Amount for each Mortgage Pool, to the Senior Certificates (other than the Notional Certificates) of the related Certificate Group in reduction of the Class Principal Amounts thereof, concurrently, as follows:
 
(A) to the Class R, Class 1-A1, Class 1-A2 and Class 1-A3 Certificates from the Available Distribution Amount for Pool 1, the Senior Principal Distribution Amount for such Mortgage Pool, in reduction of their Class Principal Amounts, sequentially as follows:
 
 
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(I) first, to the Class R Certificate, until its Class Principal Amount has been reduced to zero; and
 
(II) second, pro rata, as follows:
 
(a) sequentially, to the Class 1-A1 and Class 1-A2 Certificates, in reduction of their Class Principal Amounts until their Class Principal Amounts have been reduced to zero; and
 
(b) to the Class 1-A3 Certificates until their Class Principal Amount has been reduced to zero;
 
(B) pro rata, to the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-AF and Class 2-A4 Certificates, from the Available Distribution Amount for Pool 2, the Senior Principal Distribution Amount for such Mortgage Pool, in reduction of their Class Principal Amounts until their Class Principal Amounts have been reduced to zero;
 
(C) to the Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-AF and Class 3-A6 Certificates, from the Available Distribution Amount for Pool 3, the Senior Principal Distribution Amount for such Mortgage Pool, in reduction of their Class Principal Amounts until their Class Principal Amounts, concurrently, as follows:
 
(I) pro rata, to the Class 3-A1, Class 3-A2, Class 3-AF and Class 3-A6 Certificates, until their Class Principal Amounts have been reduced to zero; and
 
(II) sequentially, to the Class 3-A3, Class 3-A4 and Class 3-A5 Certificates, in that order, until their Class Principal Amounts have been reduced to zero;
 
(D) to the Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4 and Class 4-A5 Certificates, from the Available Distribution Amount for Pool 4, the Senior Principal Distribution Amount for such Mortgage Pool, in reduction of their Class Principal Amounts, concurrently, as follows:
 
(I)  sequentially, to the Class 4-A1, Class 4-A2 and Class 4-A3 Certificates, in that order, until their Class Principal Amounts have been reduced to zero; and
 
(II) pro rata, to the Class 4-A4 and Class 4-A5 Certificates, in that order, until their Class Principal Amounts have been reduced to zero.
 
 
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With respect to each Class of Subordinate Certificates other than the Class B7-I and Class B8-II Certificates, if on any Distribution Date the Credit Support Percentage for that Class is less than that Class’s Original Credit Support Percentage, then no distributions in respect of clauses (2) and (3) of the definition of Subordinate Principal Distribution Amount will be made to any Restricted Classes, and the amount otherwise distributable to the Restricted Classes in respect of such payments will be allocated among the remaining related Classes of Subordinate Certificates, proportionately, based upon their respective Class Principal Amounts.
 
(v) from the remaining Available Distribution Amount for Mortgage Pool 1 to the Group I Subordinate Certificates, in the following order of priority:
 
(A) to the Class B1-I 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 B1-I Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(C) to the Class B1-I 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(D) to the Class B2-I 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 B2-I Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(F) to the Class B2-I 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(G) to the Class B3-I 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;
 
(H) to the Class B3-I Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
 
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(I)  to the Class B3-I 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(J) to the Class B4-I 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 B4-I Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(L) to the Class B4-I 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(M) to the Class B5-I 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 B5-I Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(O) to the Class B5-I 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(P) to the Class B6-I 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 B6-I Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(R) to the Class B6-I 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
 
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(S) to the Class B7-I 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;
 
(T) to the Class B7-I Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(U) to the Class B7-I 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(c), until the Class Principal Amount thereof has been reduced to zero; and
 
(vi) from the remaining Available Distribution Amount for Mortgage Pool 2, Pool 3 and Pool 4, subject to the prior distribution of amounts pursuant to Section 5.02(f) in the case of clauses (C), (F), (I), (L), (O), (R), (U) and (X) to the Group II Subordinate Certificates, in the following order of priority:
 
(A) to the Class B1-II 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 and as further reduced by such Class’s allocable share of any Deferred Interest for such Distribution Date;
 
(B) to the Class B1-II Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(C) to the Class B1-II 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(D) to the Class B2-II 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 and as further reduced by such Class’s allocable share of any Deferred Interest for such Distribution Date;
 
(E) to the Class B2-II Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(F) to the Class B2-II 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
 
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(G) to the Class B3-II 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 and as further reduced by such Class’s allocable share of any Deferred Interest for such Distribution Date;
 
(H) to the Class B3-II Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(I) to the Class B3-II 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(J) to the Class B4-II 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 and as further reduced by such Class’s allocable share of any Deferred Interest for such Distribution Date;
 
(K) to the Class B4-II Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(L) to the Class B4-II 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(M) to the Class B5-II 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 and as further reduced by such Class’s allocable share of any Deferred Interest for such Distribution Date;
 
(N) to the Class B5-II Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(O) to the Class B5-II 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(P) to the Class B6-II 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 and as further reduced by such Class’s allocable share of any Deferred Interest for such Distribution Date;
 
 
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(Q) to the Class B6-II Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(R) to the Class B6-II 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(S) to the Class B7-II 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 and as further reduced by such Class’s allocable share of any Deferred Interest for such Distribution Date;
 
(T) to the Class B7-II Certificates, any Interest Shortfall for such Class on such Distribution Date;
 
(U) to the Class B7-II 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(c), until the Class Principal Amount thereof has been reduced to zero;
 
(V) to the Class B8-II 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 and as further reduced by such Class’s allocable share of any Deferred Interest for such Distribution Date;
 
(W) to the Class B8-II Certificates, any Interest Shortfall for such Class on such Distribution Date; and
 
(X) to the Class B8-II 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(c), until the Class Principal Amount thereof has been reduced to zero.
 
(B) Net Prepayment Interest Shortfalls for each Mortgage Pool shall be allocated among the Certificates of the related Certificate Group and the Subordinate Certificates related to the applicable Mortgage Group proportionately based on (i) in the case of the related Senior Certificates and the Group I Subordinate Certificates, the Accrued Certificate Interest otherwise distributable thereon (without regard to reductions for allocations of Deferred Interest), and (ii) in the case of the Group II Subordinate Certificates, interest accrued (at the Underlying Subordinate Rate for the relevant Mortgage Pool) on their related Apportioned Principal Balances.
 
 
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(C) (i) if on any Distribution Date the Credit Support Percentage for the Class B1-I Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I or Class B7-I Certificates on such Distribution Date; (ii) if on any Distribution Date the Credit Support Percentage for the Class B2-I Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B3-I, Class B4-I, Class B5-I, Class B6-I or Class B7-I Certificates on such Distribution Date; (iii) if on any Distribution Date the Credit Support Percentage for the Class B3-I Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B4-I, Class B5-I, Class B6-I or Class B7-I Certificates on such Distribution Date; (iv) if on any Distribution Date the Credit Support Percentage for the Class B4-I Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B5-I, Class B6-I or Class B7-I Certificates on such Distribution Date; (v) if on any Distribution Date the Credit Support Percentage for the Class B5-I Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B6-I or Class B7-I Certificates on such Distribution Date; (vi) if on any Distribution Date the Credit Support Percentage for the Class B6-I Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B7-I Certificates on such Distribution Date; (vii) if on any Distribution Date the Credit Support Percentage for the Class B1-II Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B2-II, Class B3-II, Class B4-II, Class B5-II, Class B6-II, Class B7-II or Class B8-II Certificates on such Distribution Date; (viii) if on any Distribution Date the Credit Support Percentage for the Class B2-II Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B3-II, Class B4-II, Class B5-II, Class B6-II, Class B7-II or Class B8-II Certificates on such Distribution Date; (ix) if on any Distribution Date the Credit Support Percentage for the Class B3-II Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B4-II, Class B5-II, Class B6-II, Class B7-II or Class B8-II Certificates on such Distribution Date; (x) if on any Distribution Date the Credit Support Percentage for the Class B4-II Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B5-II, Class B6-II, Class B7-II or Class B8-II Certificates on such Distribution Date; (xi) if on any Distribution Date the Credit Support Percentage for the Class B5-II Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B6-II, Class B7-II or Class B8-II Certificates on such Distribution Date; (xii) if on any Distribution Date the Credit Support Percentage for the Class B6-II Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B7-II or Class B8-II Certificates on such Distribution Date and (xiii) if on any Distribution Date the Credit Support Percentage for the Class B7-II Certificates is less than the Original Credit Support Percentage for such Class, then, notwithstanding anything to the contrary in Section 5.02(a), 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 B8-II Certificates on such Distribution Date.
 
 
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Any amount not distributed in respect of any Class on any Distribution Date pursuant to the immediately preceding paragraph will be allocated among the remaining related Subordinate Classes in proportion to their respective Certificate Principal Amounts.
 
(D) On each Distribution Date, the Paying Agent shall distribute to the Holders of the Class P-I Certificates, any Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 1. On each Distribution Date, the Paying Agent shall distribute to the Holders of the Class P-II Certificates, any Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial prepayment of the Mortgage Loans in Pool 2 and Pool 3.
 
(E) On each Distribution Date, the Paying Agent shall distribute to the Holder of the Class R Certificate any Available Distribution Amount for each of the Mortgage Pools remaining for such Distribution Date after application of all amounts described in paragraph (a) through (d) of this Section 5.02. Any distributions pursuant to this paragraph (e) shall not reduce the Class Principal Amount of the Class R Certificate.
 
(F) (i) On each Distribution Date prior to the Credit Support Depletion Date but on or after the date on which the aggregate Certificate Principal Amount of the Senior Certificates of any Certificate Group (other than the Group 1 Certificates) has been reduced to zero, amounts otherwise distributable as principal on each Class of Group II Subordinate Certificates in accordance with the priorities set forth in Section 5.02(a)(vi), in reverse order of priority, in respect of such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount for the Mortgage Pool relating to such retired Senior Certificates, shall be distributed as principal to the Senior Certificates (other than the Group 1 Certificates) remaining outstanding in accordance with the priorities set forth in Sections 5.02(a)(iv), until the Class Principal Amounts thereof have been reduced to zero, provided that on such Distribution Date (a) the Aggregate Subordinate Percentage for such Distribution Date is less than 200% of the Aggregate Subordinate Percentage as of the first Distribution Date or (b) the average outstanding principal balance of the Mortgage Loans in Pool 2 (if the aggregate Certificate Principal Amount of the Group 3 and Group 4 Certificates have been reduced to zero), the average outstanding principal balance of the Mortgage Loans in Pool 3 (if the aggregate Certificate Principal Amount of the Group 2 and Group 4 Certificates have been reduced to zero) or Pool 4 (if the aggregate Certificate Principal Amount of the Group 2 and Group 3 Certificates has been reduced to zero), that are delinquent 60 days or more for the last six months as a percentage of the related Group Subordinate Amount is greater than or equal to 50%. If the Senior Certificates of two or more Certificate Groups (other than the Group 1 Certificates) remain outstanding, the distributions described above will be made in proportion to the aggregate Certificate Principal Amount of such Senior Certificates of each such Certificate Group (other than the Group 1 Certificates).
 
 
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(i) On any Distribution Date on which any Certificate Group (other than the Group 1 Certificates) constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Group II Subordinate Certificates, in reverse order of priority (other than amounts necessary to pay unpaid Interest Shortfalls) (or, following the Credit Support Depletion Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates of such Undercollateralized Group in accordance with the priorities set forth in Section 5.02(a)(iv), until the aggregate Certificate Principal Amount of such Senior Certificates equals the Pool Balance of the related Mortgage Pool (such distribution, an “Undercollateralization Distribution”). In the event that any Certificate Group (other than the Group 1 Certificates) constitutes an Undercollateralized Group on any Distribution Date following the Credit Support Depletion Date, Undercollateralization Distributions will be made from the excess of the Available Distribution Amount for the other such Mortgage Pools not related to an Undercollateralized Group (other than Pool 1) remaining after all required amounts have been distributed to the Senior Certificates of the other Certificate Groups (other than the Group 1 Certificates). In addition, the amount of any unpaid Interest Shortfalls with respect to an Undercollateralized Group (other than the Group 1 Certificates) on any Distribution Date (including any Interest Shortfalls for such Distribution Date) will be distributed to the Senior Certificates of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Group II Subordinate Certificates, in reverse order of priority (or, following the Credit Support Depletion Date, as provided in the preceding sentence). If more than one of the Certificate Groups (other than the Group 1 Certificates) is an Undercollateralized Group, the distributions described above will be made in proportion to the amount by which the aggregate Certificate Principal Amount of the Senior Principal Amount of the Senior Certificates of each such Certificate Group exceeds the Pool Balance of the related Mortgage Pool.
 
 
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