TRUST AGREEMENT

 

EXECUTION

 

 

 

 

 

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

AURORA LOAN SERVICES LLC, as Master Servicer,

WELLS FARGO BANK, N.A., as

Securities Administrator,

CLAYTON FIXED INCOME SERVICES INC., as Credit Risk Manager,

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

___________________________

TRUST AGREEMENT

Dated as of December 1, 2005

___________________________

STRUCTURED ASSET INVESTMENT LOAN TRUST

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2005-11

TABLE OF CONTENTS

Page

 

ARTICLE I DEFINITIONS

Section 1.01

Definitions.

16

Section 1.02

Calculations Respecting Mortgage Loans.

61

Section 1.03

Calculations Respecting Accrued Interest.

61

ARTICLE II DECLARATION OF TRUST; ISSUANCE

OF CERTIFICATES

Section 2.01

Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.

61

Section 2.02

Acceptance of Trust Fund by Trustee: Review of Documentation

for Trust Fund.

65

Section 2.03

Representations and Warranties of the Depositor.

67

Section 2.04

Discovery of Breach.

69

Section 2.05

Repurchase, Purchase or Substitution of Mortgage Loans.

69

Section 2.06

Grant Clause.

71

ARTICLE III THE CERTIFICATES

Section 3.01

The Certificates.

72

Section 3.02

Registration.

73

Section 3.03

Transfer and Exchange of Certificates.

74

Section 3.04

Cancellation of Certificates.

80

Section 3.05

Replacement of Certificates.

80

Section 3.06

Persons Deemed Owners.

80

Section 3.07

Temporary Certificates.

81

Section 3.08

Appointment of Paying Agent.

81

Section 3.09

Book-Entry Certificates.

81

ARTICLE IV ADMINISTRATION OF THE TRUST FUND

Section 4.01

Collection Account.

83

Section 4.02

Application of Funds in the Collection Account.

85

Section 4.03

Reports to Certificateholders.

87

Section 4.04

Certificate Account.

91

Section 4.05

Securities Administration Account.

92

ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

Section 5.01

Distributions Generally.

94

Section 5.02

Distributions from the Certificate Account.

95

Section 5.03

Allocation of Losses.

109

Section 5.04

Advances by Master Servicer, Servicers and Securities Administrator.

110

Section 5.05

Compensating Interest Payments.

111

Section 5.06

Basis Risk Reserve Fund.

111

Section 5.07

Supplemental Interest Trust.

112

Section 5.08

Rights of Swap Counterparty.

113

Section 5.09

Termination Receipts.

114

ARTICLE VI CONCERNING THE TRUSTEE AND THE

SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

Section 6.01

Duties of Trustee and Securities Administrator.

116

Section 6.02

Certain Matters Affecting the Trustee and the Securities Administrator.

119

Section 6.03

Trustee and Securities Administrator Not Liable for Certificates.

120

Section 6.04

Trustee and the Securities Administrator May Own Certificates.

121

Section 6.05

Eligibility Requirements for Trustee and Securities Administrator.

121

Section 6.06

Resignation and Removal of Trustee and the Securities Administrator.

122

Section 6.07

Successor Trustee and Successor Securities Administrator.

123

Section 6.08

Merger or Consolidation of Trustee or the Securities Administrator.

124

Section 6.09

Appointment of Co-Trustee, Separate Trustee or Custodian.

124

Section 6.10

Authenticating Agents.

126

Section 6.11

Indemnification of Trustee and Securities Administrator.

126

Section 6.12

Fees and Expenses of Securities Administrator, Trustee and Custodians.

127

Section 6.13

Collection of Monies.

128

Section 6.14

Events of Default; Trustee To Act; Appointment of Successor.

128

Section 6.15

Additional Remedies of Trustee Upon Event of Default.

133

Section 6.16

Waiver of Defaults.

133

Section 6.17

Notification to Holders.

133

Section 6.18

Directions by Certificateholders and Duties of Trustee During

Event of Default.

134

Section 6.19

Action Upon Certain Failures of the Master Servicer and Upon

Event of Default.

134

Section 6.20

Preparation of Tax Returns and Other Reports.

134

Section 6.21

Reporting Requirements of the Commission

136

Section 6.22

No Merger.

136

ARTICLE VII PURCHASE OF MORTGAGE LOANS AND

TERMINATION OF THE TRUST FUND

Section 7.01

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase

or Liquidation of All Mortgage Loans; Purchase of Lower Tier REMIC 1

Uncertificated Regular Interests.

137

Section 7.02

Procedure Upon Termination of Trust Fund or Purchase of Lower Tier

REMIC 1 Uncertificated Regular Interests.

139

Section 7.03

Additional Trust Fund Termination Event or Purchase of the Lower Tier

REMIC 1 Uncertificated Regular Interests.

140

Section 7.04

Optional Repurchase Right.

141

ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS

Section 8.01

Limitation on Rights of Holders.

142

Section 8.02

Access to List of Holders.

143

Section 8.03

Acts of Holders of Certificates.

143

ARTICLE IX ADMINISTRATION AND SERVICING OF

MORTGAGE LOANS BY THEMASTER

SERVICER; CREDIT RISK MANAGER

 

Section 9.01

Duties of the Master Servicer.

144

Section 9.02

Master Servicer Fidelity Bond and Master Servicer Errors and Omissions

Insurance Policy.

145

Section 9.03

Master Servicer’s Financial Statements and Related Information.

145

Section 9.04

Power to Act; Procedures.

146

Section 9.05

Enforcement of Servicer’s and Master Servicer’s Obligations.

148

Section 9.06

Collection of Taxes, Assessments and Similar Items.

149

Section 9.07

Termination of Servicing Agreements; Successor Servicers.

149

Section 9.08

Master Servicer Liable for Enforcement.

150

Section 9.09

No Contractual Relationship Between Any Servicer and Trustee or Depositor.

150

Section 9.10

Assumption of Servicing Agreement by Securities Administrator.

151

Section 9.11

Due-on-Sale Clauses; Assumption Agreements.

151

Section 9.12

Release of Mortgage Files.

152

Section 9.13

Documents, Records and Funds in Possession of Master Servicer to be Held

for Trustee.

152

Section 9.14

Representations and Warranties of the Master Servicer.

154

Section 9.15

Opinion.

156

Section 9.16

Standard Hazard and Flood Insurance Policies.

156

Section 9.17

Presentment of Claims and Collection of Proceeds.

157

Section 9.18

Maintenance of the Primary Mortgage Insurance Policies.

157

Section 9.19

Trustee To Retain Possession of Certain Insurance Policies and Documents.

158

Section 9.20

[Reserved]

158

Section 9.21

Compensation to the Master Servicer.

158

Section 9.22

REO Property.

158

Section 9.23

[Reserved]

159

Section 9.24

Reports to the Trustee.

159

Section 9.25

Annual Officer’s Certificate as to Compliance.

160

Section 9.26

Annual Independent Accountants’ Servicing Report.

161

Section 9.27

Merger or Consolidation.

161

Section 9.28

Resignation of Master Servicer.

161

Section 9.29

Assignment or Delegation of Duties by the Master Servicer.

162

Section 9.30

Limitation on Liability of the Master Servicer and Others.

162

Section 9.31

Indemnification; Third-Party Claims.

163

Section 9.32

Special Servicing of Delinquent Mortgage Loans.

163

Section 9.33

Alternative Index.

164

Section 9.34

Duties of the Credit Risk Manager.

164

Section 9.35

Limitation Upon Liability of the Credit Risk Manager.

166

Section 9.36

Removal of Credit Risk Manager.

166

ARTICLE X REMIC ADMINISTRATION

Section 10.01

REMIC Administration.

166

Section 10.02

Prohibited Transactions and Activities.

170

Section 10.03

Indemnification with Respect to Certain Taxes and Loss of REMIC Status.

170

Section 10.04

REO Property.

171

ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.01

Binding Nature of Agreement; Assignment.

171

Section 11.02

Entire Agreement.

171

Section 11.03

Amendment.

172

Section 11.04

Voting Rights.

174

Section 11.05

Provision of Information.

174

Section 11.06

Governing Law.

174

Section 11.07

Notices.

174

Section 11.08

Severability of Provisions.

175

Section 11.09

Indulgences; No Waivers.

175

Section 11.10

Headings Not To Affect Interpretation.

175

Section 11.11

Benefits of Agreement.

175

Section 11.12

Special Notices to the Rating Agencies and any NIMS Insurer.

176

Section 11.13

Conflicts.

177

Section 11.14

Counterparts.

177

Section 11.15

Transfer of Servicing.

177

 

ATTACHMENTS

Exhibit A

Forms of Certificates

Exhibit B-1

Form of Initial Certification

Exhibit B-2

Form of Interim Certification

Exhibit B-3

Form of Final Certification

Exhibit B-4

Form of Endorsement

Exhibit C

Request for Release of Documents and Receipt

Exhibit D-l

Form of Residual Certificate Transfer Affidavit (Transferee)

Exhibit D-2

Form of Residual Certificate Transfer Affidavit (Transferor)

Exhibit E

List of Servicing Agreements

Exhibit F

Form of Rule 144A Transfer Certificate

Exhibit G

Form of Purchaser’s Letter for Institutional Accredited Investors

Exhibit H

Form of ERISA Transfer Affidavit

Exhibit I

Monthly Remittance Advice

Exhibit J

Monthly Electronic Data Transmission

Exhibit K

List of Custodial Agreements

Exhibit L

[Reserved]

Exhibit M

List of Credit Risk Management Agreements

Exhibit N-1

Form of Transfer Certificate for Transfer from

Restricted Global Security to Regulation S Global Security

Exhibit N-2

Form of Transfer Certificate for Transfer from

Regulation S Global Security to Restricted Global Security

Exhibit O

Interest Rate Cap Agreement

Exhibit P

Swap Agreement

Exhibit Q

Form of Certification to be Provided to the Depositor

by Securities Administrator

Exhibit R-1

Form of Watchlist Report

Exhibit R-2

Form of Loss Severity Report

Exhibit R-3

Form of Mortgage Insurance Claims Report

Exhibit R-4

Form of Prepayment Premiums Report

Exhibit R-5

Form of Analytics Report

Exhibit S

Form of Certification to be Provided by the

Credit Risk Manager

 

Schedule A

Mortgage Loan Schedule (by Mortgage Pool)

Schedule B

First Payment Default Mortgage Loans

 

This TRUST AGREEMENT, dated as of December 1, 2005 (the “Agreement”), is by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), AURORA LOAN SERVICES LLC, as master servicer (the “Master Servicer”), WELLS FARGO BANK, N.A., as securities administrator (the “Securities Administrator”), and CLAYTON FIXED INCOME SERVICES INC. (formerly known as The MurrayHill Company), a Colorado corporation, as credit risk manager (the “Credit Risk Manager”).

PRELIMINARY STATEMENT

 

The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund.  On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund.  The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund.  All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty.  The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) the Final Maturity Reserve Fund, (ix) the Final Maturity Reserve Account, and (x) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)).  Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections.

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

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

The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date.  In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

REMIC 1:

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

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

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

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

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

REMIC 2:

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

(1)

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

(2)

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

(3)

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

(4)

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

On each Distribution Date, the Trustee shall distribute the aggregate Interest Remittance Amount for the three Mortgage Pools (net of expenses described in the preceding paragraph)  with respect to each of the Lower Tier Interests in REMIC 2 based on the above-described interest rates.

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

On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Class LT2-F59 and Class LT2-V59 Lower Tier Interests, respectively.

REMIC 3:

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

___________________________

(1)

For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests in REMIC 3 is a per annum rate equal to the weighted average of the interest rates on the Lower Tier Interests in REMIC 2 for such Distribution Date, provided, however, that (i) for any Distribution Date on which the Class LT3-IO Interest is entitled to a portion of the interest accruals on a Lower Tier Interest in REMIC 2 having an “F” in its class designation, as described in footnote two below, such weighted average shall be computed by first subjecting the rate on such Lower Tier Interest in REMIC 2 to a cap equal to Swap LIBOR for such Distribution Date and (ii) for any Distribution Date on which the Class LT3-Reserve-IO interest is entitled to receive interest, as described in footnote (4) below, such weighted average shall be reduced by the Final Maturity Reserve Rate.

(2)

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

 

 

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

___________________________

(3)

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

(4)

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

(5)

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

(6)

The Class LT3-Reserve-IO is an interest only class that does not have a principal balance.  For only those Distribution Dates on or after the Distribution Date in January 2016 to and including the earlier of the termination of the Trust Fund and the Distribution Date in January 2036, the Class LT3-Reserve-IO shall accrue interest in an amount equal to the Final Maturity Reserve Amount.

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

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

(a) First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-A6, Class LT3-A7, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-B1 and Class LT3-B2 Interests until the principal balance of each such Lower Tier Interest equals one-half of the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date; and

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

On each Distribution Date, the Trustee shall be deemed to have distributed the Prepayment Premiums passed through with respect to the Class LT2-F59 and Class LT2-V59 Lower Tier Interests in REMIC 2 on such Distribution Date to the Class LT3-Q Interest.

The Certificates:

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

(1)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.220% and (ii) with respect to any Distribution Date on which the Class Principal Amounts of the Group 2 Senior Certificates or the Group 3 Senior Certificates are outstanding, the Pool 1 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 2 Senior Certificates and the Group 3 Senior Certificates have each been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A1 Certificates will be LIBOR plus 0.440%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A1 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have accrued on the Class A1 Certificates if the REMIC 3 Net Funds Cap were substituted for the Pool 1 Net Funds Cap shall be treated as having been paid by the Class A1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(2)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.210% and (ii) with respect to any Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates or the Group 3 Senior Certificates are outstanding, the Pool 2 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates and the Group 3 Senior Certificates have each been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A2 Certificates will be LIBOR plus 0.420%.  For purposes of the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A2 Certificates is based on the Pool 2 Net Funds Cap, the amount of interest that would have accrued on the Class A2 Certificates if the REMIC 3 Net Funds Cap were substituted for the Pool 2 Net Funds Cap shall be treated as having been paid by the Class A2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(3)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.300% and (ii) with respect to any Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates or the Group 3 Senior Certificates are outstanding, the Pool 2 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates and the Group 3 Senior Certificates have each been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A3 Certificates will be LIBOR plus 0.600%.  For purposes of the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A3 Certificates is based on the Pool 2 Net Funds Cap, the amount of interest that would have accrued on the Class A3 Certificates if the REMIC 3 Net Funds Cap were substituted for the Pool 2 Net Funds Cap shall be treated as having been paid by the Class A3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(4)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.090% and (ii) with respect to any Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates or the Group 2 Senior Certificates are outstanding, the Pool 3 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates and Group 2 Senior Certificates have each been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A4 Certificates will be LIBOR plus 0.180%. For purposes of the REMIC Provisions, the reference to “Pool 3 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A4 Certificates is based on the Pool 3 Net Funds Cap, the amount of interest that would have accrued on the Class A4 Certificates if the REMIC 3 Net Funds Cap were substituted for the Pool 3 Net Funds Cap shall be treated as having been paid by the Class A4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(5)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.290% and (ii) with respect to any Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates or the Group 2 Senior Certificates are outstanding, the Pool 3 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates and Group 2 Senior Certificates have each been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A5 Certificates will be LIBOR plus 0.580%.  For purposes of the REMIC Provisions, the reference to “Pool 3 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A5 Certificates is based on the Pool 3 Net Funds Cap, the amount of interest that would have accrued on the Class A5 Certificates if the REMIC 3 Net Funds Cap were substituted for the Pool 3 Net Funds Cap shall be treated as having been paid by the Class A5 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.  

(6)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A6 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.220% and (ii) with respect to any Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates or the Group 2 Senior Certificates are outstanding, the Pool 3 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates and Group 2 Senior Certificates have each been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A6 Certificates will be LIBOR plus 0.440%.  For purposes of the REMIC Provisions, the reference to “Pool 3 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A6 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A6 Certificates is based on the Pool 3 Net Funds Cap, the amount of interest that would have accrued on the Class A6 Certificates if the REMIC 3 Net Funds Cap were substituted for the Pool 3 Net Funds Cap shall be treated as having been paid by the Class A6 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(7)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A7 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.360% and (ii) with respect to any Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates or the Group 2 Senior Certificates are outstanding, the Pool 3 Net Funds Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 1 Senior Certificates and Group 2 Senior Certificates have each been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A7 Certificates will be LIBOR plus 0.720%.  For purposes of the REMIC Provisions, the reference to “Pool 3 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A7 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class A7 Certificates is based on the Pool 3 Net Funds Cap, the amount of interest that would have accrued on the Class A7 Certificates if the REMIC 3 Net Funds Cap were substituted for the Pool 3 Net Funds Cap shall be treated as having been paid by the Class A7 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(8)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.410% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M1 Certificates will be LIBOR plus 0.615%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M1 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M1 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M1 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.  

(9)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.550% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M2 Certificates will be LIBOR plus 0.825%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M2 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M2 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M2 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(10)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.640% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M3 Certificates will be LIBOR plus 0.960%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M3 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M3 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M3 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(11)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.680% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M4 Certificates will be LIBOR plus 1.020%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M4 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M4 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M4 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(12)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.730% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M5 Certificates will be LIBOR plus 1.095%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M5 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M5 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M5 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M5 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(13)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M6 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.700% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M6 Certificates will be LIBOR plus 2.550%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M6 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M6 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M6 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M6 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(14)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M7 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.200% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M7 Certificates will be LIBOR plus 3.300%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M7 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M7 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M7 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M7 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.  

(15)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M8 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided, that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M8 Certificates will be LIBOR plus 3.750%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class M8 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M8 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M8 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M8 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(16)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided , that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B1 Certificates will be LIBOR plus 3.750%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class B1 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B1 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B1 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(17)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided , that if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B2 Certificates will be LIBOR plus 3.750%.  For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class B2 Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B2 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B2 Certificates if the REMIC 3 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

(18)

For purposes of the REMIC Provisions, Class X shall have an initial principal balance of $9,364,358.38, and the right to receive distributions of such amount represents a regular interest in the Upper Tier REMIC.  The Class X Certificate shall also comprise three notional components, each of which represents a regular interest in the Upper Tier REMIC.  The first such component has a notional balance that will at all times equal the aggregate of the Class Principal Amounts of the Lower Tier Interests in REMIC 3, and, for each Distribution Date (and the related Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) (a) the weighted average of the interest rates on the Lower Tier Interests in REMIC 3 (other than any interest-only regular interest) minus (b) the Credit Risk Manager’s Fee Rate, over (ii) the Adjusted Lower Tier WAC.  The second notional component represents the right to receive all distributions in respect of the Class LT3-IO Interest in REMIC 3 (the “Class LT4-I” interest).  The third notional component represents the right to receive all distributions in respect of the Class LT3-Reserve-IO Interest.  In addition, for purposes of the REMIC Provisions, the Class X Certificate shall represent beneficial ownership of (i) the Basis Risk Reserve Fund; (ii) the Supplemental Interest Trust, including the Swap Agreement, the Swap Account, the Interest Rate Cap Agreement and the Interest Rate Cap Account, (iii) the Final Maturity Reserve Trust and (iv) an interest in the notional principal contracts described in Section 10.01(n) hereof.

(19)

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

(20)

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

(21)

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

(22)

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

As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $1,872,790,458.38.

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

ARTICLE I

DEFINITIONS

Section 1.01

Definitions .  

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

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

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

Accrual Period :  With respect to each Class of LIBOR Certificates and any Distribution Date, the period beginning on the Distribution Date in the calendar month immediately preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, beginning on December 25, 2005) and ending on the day immediately preceding the related Distribution Date, as calculated in accordance with Section 1.03.

Act :  As defined in Section 3.03(c).

Additional Collateral :  None.

Additional Termination Event :  As defined in the Swap Agreement.

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

Adjusted Lower Tier WAC :  For any Distribution Date (and the related Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-A6, Class LT3-A7, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-B1, Class LT3-B2 and Class LT3-Q Interests, weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period and computed by subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%, and by subjecting the rate on each of the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-A6, Class LT3-A7, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-B1 and Class LT3-B2 Interests to a cap that corresponds to the Certificate Interest Rate (determined by substituting the REMIC 3 Net Funds Cap for the Net Funds Cap) for the Corresponding Class of Certificates, provided, however , that for each Class of LIBOR Certificates, the Certificate Interest Rate shall be multiplied by an amount equal to (a) the actual number of days in the Accrual Period, divided by (b) 30.

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

Adverse REMIC Event :  Either (i) the loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii) the imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund.   

Affected Party :  As defined in the Swap Agreement.

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

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

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

Aggregate Pool Balance :  As of any date of determination, the aggregate of the Pool Balances of Pool 1, Pool 2 and Pool 3 on such date.

Aggregate Voting Interests :  The aggregate of the Voting Interests of all the Certificates under this Agreement.

Agreement :  This Trust Agreement and all amendments and supplements hereto.

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

Applied Loss Amount :  With respect to any Distribution Date, the amount, if any, by which (x) the aggregate Certificate Principal Amount of the LIBOR Certificates after giving effect to distributions of principal on such Distribution Date, but before giving effect to any application of the Applied Loss Amount with respect to such date, exceeds (y) the Aggregate Pool Balance for such Distribution Date.

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

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

Aurora :  Aurora Loan Services LLC.

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

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

B1 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and Class M8 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class B1 Certificates immediately prior to such Distribution Date exceeds (y) the B1 Target Amount.

B1 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 98.00% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

B2 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class B1 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class B2 Certificates immediately prior to such Distribution Date exceeds (y) the B2 Target Amount.

B2 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 99.00% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

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

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

Bankruptcy :  As to any Person, the making of an assignment for the benefit of creditors, the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator, dissolution, or termination, as the case may be, of such Person pursuant to the provisions of either the Bankruptcy Code or any other similar state laws.

Bankruptcy Code :  The United States Bankruptcy Code of 1986, as amended.

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

Basis Risk Reserve Fund :  A fund created as part of the Trust Fund pursuant to Section 5.06 of this Agreement but which is not an asset of any of the REMICs.

Basis Risk Shortfall :  With respect to any Distribution Date and any Class of LIBOR Certificates, the amount by which the amount of interest calculated at the Certificate Interest Rate applicable to such Class for such date, determined without regard to the Pool 1 Net Funds Cap, Pool 2 Net Funds Cap, Pool 3 Net Funds Cap or Subordinate Net Funds Cap, as applicable, for such date but subject to a cap equal to the applicable Maximum Interest Rate, exceeds the amount of interest calculated at the Pool 1 Net Funds Cap, Pool 2 Net Funds Cap, Pool 3 Net Funds Cap or Subordinate Net Funds Cap, as applicable.

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

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

Bulk PMI Policy :  Any of the (A)(i) the MGIC Mortgage Guaranty Master Policy (No. 22-590-4-3427) and the MGIC Letter Agreement and (ii) Commitment Certificates covering $354,833,321.47 aggregate principal balance of insurable Mortgage Loans, (B) PMI Mortgage Master Policy No. 21046-0021-0 Bulk No. 2005-1078, subject to the terms and conditions of PMI Mortgage’s Bulk Primary First Lien Master Policy UW 2510.00 (9/00) and the PMI Letter Agreement, covering $263,959,427.85 aggregate principal balance of insurable Mortgage Loans and (C)(i) the RMIC Mortgage Policy Form MP-1103, 8/94, including (ii) any related endorsements and (iii) the RMIC Letter Agreement covering $107,544,368.15 aggregate principal balance of insurable Mortgage Loans.

 

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

Cap Counterparty :  The counterparty to the Supplemental Interest Trust under the Interest Rate Cap Agreement, and any successor in interest or assigns.  Initially, the Cap Counterparty shall be HSBC Bank USA, National Association.

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

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

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

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

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

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

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

Certificate Account :  The account maintained by the Trustee in accordance with the provisions of Section 4.04.

Certificate Interest Rate :  With respect to each Class of Certificates and any Distribution Date, the applicable per annum rate set forth or described under the heading “The Certificates” in the Preliminary Statement hereto.

Certificate Owner :  With respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

Certificate Principal Amount :  With respect to any LIBOR Certificate, the initial Certificate Principal Amount thereof on the Closing Date, less the amount of all principal distributions previously distributed with respect to such Certificate and, in the case of the Subordinate Certificates, any Applied Loss Amount previously allocated to such Certificate; provided, however , that on each Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Class of Subordinate Certificates whose Certificate Principal Amount has previously been reduced by application of Applied Loss Amounts will be increased, in order of seniority, by an amount (to be applied pro rata to all Certificates of such Class) equal to the lesser of (1) any Deferred Amount for each such Class immediately prior to such Distribution Date and (2) the total amount of any Subsequent Recovery distributed on such Distribution Date to Certificateholders, after application for this purpose to any more senior Classes of Certificates.  The Class X, Class R and Class LT-R Certificates are issued without Certificate Principal Amounts.  The Class P Certificates are issued with an initial Class P Principal Amount of $100.

 

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

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

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

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

Class B Certificates :  Collectively, the Class B1 and Class B2 Certificates.

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

Class LT-R Certificate :  Each Class LT-R Certificate executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the residual interest in REMIC 1.

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

Class Notional Amount :  Not applicable.  

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

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

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

Class X Distributable Amount :  With respect to any Distribution Date, the amount of interest that has accrued on the Class X Notional Balance, as described in the Preliminary Statement, but that has not been distributed prior to such date.  In addition, such amount shall include the initial Overcollateralization Amount of $9,364,358.38 ($9,364,458.38 less $100 of such amount allocated to the Class P Certificates) to the extent such amount has not been distributed on an earlier Distribution Date as part of the Aggregate Overcollateralization Release Amount.

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

Clearing Agency :  An organization registered as a “clearing agency” pursuant to Section 17A of the 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 Luxembourg, and any successor thereto.

Closing Date :  December 28, 2005.

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.

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

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 for making any Compensating Interest Payment.

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

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

Cooperative Loan :  Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

Cooperative Loan Documents :  As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been 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 :  The principal corporate trust office of the Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at One Federal Street, 3rd Floor, Boston, MA 02110, Attention: Structured Finance—SAIL 2005-11.

Corresponding Class :  The Class of Certificates that corresponds to a Class of interests in REMIC 3 or REMIC 4, as provided in the Preliminary Statement.

Credit Risk Management Agreement :  Each credit risk management agreement dated as of the Closing Date, entered into by a Servicer and the Credit Risk Manager, identified on Exhibit M attached hereto.

Credit Risk Manager :  Clayton Fixed Income Services Inc., formerly known as The Murrayhill Company, a Colorado corporation, and its successors and assigns.

Credit Risk Manager’s Fee :  With respect to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the Scheduled Principal Balance of such Mortgage Loan as of the first day of the related Collection Period.

Credit Risk Manager’s Fee Rate :  0.011% per annum.

Cumulative Loss Trigger Event :  A Cumulative Loss Trigger Event shall have occurred with respect to any Distribution Date if the fraction, expressed as a percentage, obtained by dividing (x) the aggregate amount of cumulative Realized Losses incurred on the Mortgage Loans from the Cut-off Date through the last day of the related Collection Period by (y) the Cut-off Date Balance exceeds the applicable percentages described below with respect to such Distribution Date:

Distribution Date	Loss Percentage
January 2008 to December 2008	1.05% for the first month, plus an additional 1/12 th of 1.25% for each month thereafter
January 2009 to December 2009	2.30% for the first month, plus an additional 1/12 th of 1.30% for each month thereafter
January 2010 to December 2010	3.60% for the first month, plus an additional 1/12 th of 1.05% for each month thereafter
January 2011 to December 2011	4.65% for the first month, plus an additional 1/12 th of 0.35% for each month thereafter
January 2012 and thereafter	5.00%

Current Interest :  With respect to any Class of LIBOR Certificates and any Distribution Date, the aggregate amount of interest accrued at the applicable Certificate Interest Rate during the related Accrual Period on the Class Principal Amount of such Class immediately prior to such Distribution Date.

Custodial Account :  Any custodial account (other than an Escrow Account) established and maintained by a Servicer pursuant to the related Servicing Agreement.

Custodial Agreement :  Each custodial agreement identified on Exhibit K hereto, and any custodial agreement subsequently executed by the Trustee and acknowledged by the Master Servicer 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 National Trust Company, LaSalle Bank National Association, U.S. Bank National Association and Wells Fargo Bank, N.A.

Cut-off Date :  December 1, 2005.

Cut-off Date Balance :  The Aggregate Pool Balance as of the Cut-off Date.

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, or in connection with, any proceeding under Bankruptcy law or any similar proceeding.

Defaulting Party :  As defined in the Swap Agreement.

Deferred Amount :  With respect to any Distribution Date and each Class of the Subordinate Certificates, the amount by which (x) the aggregate of Applied Loss Amounts previously applied in reduction of the Class Principal Amount thereof exceeds (y) the sum of (1) the aggregate of amounts previously reimbursed in respect thereof and (2) the amount by which the Class Principal Amount of such Class has been increased due to any Subsequent Recovery.

Definitive Certificate :  A Certificate of any Class issued in definitive, fully registered, certificated form.

Deleted Mortgage Loan :  A Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms hereof or as to which one or more Qualifying Substitute Mortgage Loans are substituted therefor.

Delinquency Event :  A Delinquency Event shall have occurred with respect to any Distribution Date if the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding calendar month equals or exceeds 45.00% of the Senior Enhancement Percentage for such Distribution Date.

Delinquency Rate :  With respect to any calendar month, the fraction, expressed as a percentage, the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans 60 days Delinquent or more (including all foreclosures, bankruptcies and REO Properties) as of the close of business on the last day of such month, and the denominator of which is the Aggregate Pool Balance as of the close of business on the last day of such month.

Delinquent :  For reporting purposes, a Mortgage Loan is “delinquent” when any payment contractually due thereon has not been made by the close of business on the Due Date therefor.  Such Mortgage Loan is “30 days Delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was first due, or, if there is no such corresponding day ( e.g. , as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month.  Similarly for “60 days Delinquent” and the second immediately succeeding month and “90 days Delinquent” and the third immediately succeeding month.

Deposit Date :  With respect to each Distribution Date, the Business Day immediately preceding such Distribution Date.

Depositor :  Structured Asset Securities Corporation, a Delaware corporation having its principal place of business in New York, or its successors in interest.

Determination Date :  With respect to each Distribution Date, the 18th day of the month in which such Distribution Date occurs, or, if such 18th day is not a Business Day, the next succeeding Business Day.

Disqualified Organization :  A “disqualified organization” as defined in Section 860E(e)(5) of the Code.

Distressed Mortgage Loan :  Any Mortgage Loan that at the date of determination is Delinquent in payment for a period of 90 days or more without giving effect to any grace period permitted by the related Mortgage Note or for which the applicable Servicer or the Trustee has accepted a deed in lieu of foreclosure.

Distribution Date :  The 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day, commencing in January 2006.

Due Date :  With respect to any Mortgage Loan, the date on which a Scheduled Payment is due under the related Mortgage Note.

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 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.

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, 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 Investor 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 (a) one of the two highest short-term credit rating categories of S&P and Moody’s and (b) the highest short-term rating category of Fitch; 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 Pool 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 any Rating Agency;

(v)

commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 180 days after the date of issuance thereof) rated by each Rating Agency in its highest short-term rating category;

(vi)

a Qualified GIC;

(vii)

certificates or receipts representing direct ownership interests in future interest or principal payments on obligations of the United States of America or its agencies or instrumentalities (which obligations are backed by the full faith and credit of the United States of America) held by a custodian in safekeeping on behalf of the holders of such receipts; and

(viii)

any other demand, money market, common trust fund or time deposit or obligation, or interest-bearing or other security or investment (including those managed or advised by the Securities Administrator or any Affiliate thereof), (A) rated in the highest rating category by each Rating Agency rating such investment or (B) that would not adversely affect the then current rating assigned by each Rating Agency of any of the Certificates or the NIM Securities and has a short term rating of at least “A-1” or its equivalent by each Rating Agency.  Such investments in this subsection (viii) may include money market mutual funds or common trust funds, including any fund for which U.S. Bank National Association (the “Bank”) in its capacity other than as Trustee, the Trustee, the Master Servicer, any NIMS Insurer, the Securities Administrator or an affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (x) the Bank, the Trustee, the Master Servicer, any NIMS Insurer, the Securities Administrator or any affiliate thereof charges and collects fees and expenses from such funds for services rendered, (y) the Bank, the Trustee, the Master Servicer, any NIMS Insurer, the Securities Administrator or any affiliate thereof charges and collects fees and expenses for services rendered pursuant to this Agreement, and (z) services performed for such funds and pursuant to this Agreement may converge at any time.  The Trustee specifically authorizes the Bank or an affiliate thereof to charge and collect from the Trustee 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 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, provided that any such investment will 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.

ERISA-Qualifying Underwriting :  A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

ERISA-Restricted Certificate :  Any Class B1, Class B2, Class P, Class X, Class R or Class LT-R Certificate, and any Offered Certificate which does not have a rating of BBB- or above or Baa3 or above.

ERISA-Restricted Trust Certificate :  Any Senior Certificate or Class M Certificate.

Errors and Omission Insurance Policy :  The errors or omission insurance policy required to be obtained by each Servicer satisfying the requirements of the related Servicing Agreement.

Escrow Account :  Any account established and maintained by each Servicer pursuant to the related Servicing Agreement.

Euroclear :  Euroclear Bank, 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).

Excluded Trust Assets : As described in the Preliminary Statement.

Fannie Mae or FNMA :  Fannie Mae, f/k/a/ 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.

FDIC :  The Federal Deposit Insurance Corporation or any successor thereto.

Fidelity Bond :  The fidelity bond required to be obtained by each Servicer satisfying the requirements of the related Servicing Agreement.

Final Maturity Reserve Account :  The account created pursuant to Section 5.10 of this Agreement.

Final Maturity Reserve Amount :  For each Mortgage Pool and each Distribution Date on and after the Distribution Date in January 2016 to and including the earlier of the Distribution Date in January 2036 or the termination of the Trust Fund, the product of (x) the Final Maturity Reserve Rate, (y) the related Pool Balance on the first day of the related Collection Period (not including for this purpose Mortgage Loans in the related Mortgage Pool for which prepayments in full have been received and distributed in the month prior to the Distribution Date) and (z) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360.  For each Mortgage Pool and each Distribution Date prior to the Distribution Date in January 2016, zero.

Final Maturity Reserve Rate : An annual rate of 0.002%.

Final Maturity Reserve Trust : The corpus of a trust created pursuant to Section 5.10 of this Agreement and designated as the “Final Maturity Reserve Trust” consisting of the Final Maturity Reserve Account, but which is not an asset of any REMIC.

Final Scheduled Distribution Date :  With respect to each Class of Certificates, the Distribution Date occurring in January 2036.

Finance America Mortgage Loans :  The Mortgage Loans originated by Finance America, LLC as set forth in Schedule B.

Financial Intermediary :  A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Clearing Agency Participant.

First Payment Default Mortgage Loan :  Any Finance America Mortgage Loans or Wilmington Finance Mortgage Loans which do not make first payments due to the Seller within the time frame required under the related PPTLS.

Fitch :  Fitch Ratings, Inc., or any successor in interest.

Fixed Rate Mortgage Loan :  Any Mortgage Loan as to which the related Mortgage Note provides for a fixed rate of interest throughout the term of such Note.

Form 10-K Certification :  As defined in Section 6.20(c).

Freddie Mac or FHLMC :  Freddie Mac, f/k/a 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.

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.

Group :  The Group 1 Senior Certificates, the Group 2 Senior Certificates or the Group 3 Senior Certificates, as the context requires.  

Group 1 Senior Certificates :  The Class A1 Certificates.

Group 2 Senior Certificates :  Collectively, the Class A2 and Class A3 Certificates.

Group 3 Senior Certificates :  Collectively, the Class A3, Class A4, Class A5, Class A6 and Class A7 Certificates.

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, the Securities Administrator, any Servicer or the Credit Risk Manager 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 and any NIMS Insurer may request and conclusively rely on certifications by the Depositor, the Master Servicer, the Securities Administrator, the applicable Servicer or the Credit Risk Manager in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer, the Securities Administrator, any Servicer or the Credit Risk Manager.  After a Section 7.01(c) Purchase Event, other than in Sections 5.02(b) through (i) and 11.03(a) and (b) and, except in the case of the Class LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07 and 3.09 herein, all references in this Agreement to “Holder” or “Certificateholder” shall be deemed to be references to the LTURI-holder, as recorded on the books of the Certificate Registrar, as holder of the Lower Tier Uncertificated REMIC 1 Regular Interests.

HomEq :  HomEq Servicing Corporation.

HUD :  The United States Department of Housing and Urban Development, or any successor thereto.

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.

Index :  The index specified in the related Mortgage Note for calculation of the Mortgage Rate thereof.

Initial LIBOR Rate :  4.37875%.

Initial Optional Termination Date :  The first Distribution Date following the date on which the Aggregate Pool Balance is less than 10.00% of the Cut-off Date Balance.

Insurance Fee Rate :  With respect to each Mortgage Loan insured under any Bulk PMI Policy or LPMI Policy, the per annum rate specified in the Mortgage Loan Schedule under the field “Insurance Fee Rate,” plus any taxes due and payable with respect to any such insured Mortgage Loan where the related Mortgaged Property is located in the states of Kentucky and West Virginia.

Insurance Policy :  Any Primary Mortgage Insurance Policy, 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 any Servicer or Master 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 Rate Cap Account :  The account created pursuant to Section 5.07(b).

Interest Rate Cap Agreement :  The interest rate cap agreement entered into by the Supplemental Interest Trust, which agreement provides for the monthly payment specified therein to the Trustee (for the benefit of the Certifcateholders) commencing with the Distribution Date in January 2007 and ending on the Distribution Date in December 2010, by the Cap Counterparty, but subject to the conditions set forth therein together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit O.

Interest Rate Cap Amount :  With respect to each Distribution Date, the amount of any Interest Rate Cap Payment deposited into the Interest Rate Cap Account.

Interest Rate Cap Payment :  With respect to each Distribution Date, any payment required to be made by the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms of the Interest Rate Cap Agreement.

Interest Rate Cap Payment Date :  For so long as the Interest Rate Cap Agreement is in effect or any amounts remain unpaid thereunder, the Business Day immediately preceding each Distribution Date.

Interest Remittance Amount :  With respect to each Mortgage Pool and any Distribution Date, an amount equal to (a) the sum of (1) all interest collected (other than Payaheads and Prepayment Premiums) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Mortgage Pool during the related Collection Period by the applicable Servicers, the Master Servicer or the Securities Administrator (solely in its capacity as successor master servicer), minus (w) the PMI Insurance Premiums related to the Mortgage Loans in such Mortgage Pool and any state taxes imposed on such premiums, (x) the Servicing Fee with respect to such Mortgage Loans in such Mortgage Pool and (y) previously unreimbursed Advances due to the Servicers, the Master Servicer or the Securities Administrator (solely in its capacity as successor master servicer) to the extent allocable to interest and the allocable portion of previously unreimbursed Servicing Advances with respect to such Mortgage Loans, (2) any amounts actually paid by the Servicers with respect to Prepayment Interest Shortfalls and any Compensating Interest Payments with respect to such Mortgage Loans and the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, HomEq or JPMorgan, the related Collection Period), (3) the portion of any Purchase Price (or PPTL Purchase Price payable with respect to a First Payment Default Mortgage Loan) or Substitution Amount paid with respect to such Mortgage Loans during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, HomEq or JPMorgan, the related Collection Period) allocable to interest and (4) all Net Liquidation Proceeds, Insurance Proceeds and any other recoveries collected with respect to such Mortgage Loans during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, HomEq or JPMorgan, the related Collection Period), to the extent allocable to interest, for each Mortgage Pool, as reduced by (b) the product of (i) the applicable Pool Percentage for such Distribution Date and (ii) any other costs, expenses or liabilities reimbursable to the Trustee, the Master Servicer, the Securities Administrator, each Custodian and each Servicer to the extent provided in this Agreement, each Servicing Agreement and each Custodial Agreement; provided, however , that in the case of the Trustee, such reimbursable amounts to the Trustee payable from the Interest Remittance Amount and Principal Remittance Amount may not exceed $200,000 during any Anniversary Year.  In the event that the Trustee incurs reimbursable amounts in excess of $200,000, it may seek reimbursement for such amounts in subsequent Anniversary Years, but in no event shall more than $200,000 be reimbursed to the Trustee per Anniversary Year.  Notwithstanding the foregoing, costs and expenses incurred by the Trustee pursuant to Section 6.14(a) in connection with any transfer of servicing shall be excluded from the $200,000 per Anniversary Year limit on reimbursable amounts.  For the avoidance of doubt, (i) the Interest Remittance Amount available on each Swap Payment Date for distributions to the Swap Account shall be equal to the Interest Remittance Amount on the related Distribution Date and (ii) the Interest Remittance Amount for each Distribution Date shall be calculated without regard to any distributions to the Swap Account on the related Swap Payment Date.  

Intervening Assignments :  The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument.

JPMorgan :  JPMorgan Chase Bank, National Association.

Latest Possible Maturity Date :  The Distribution Date occurring in January 2051.

LBH :  Lehman Brothers Holdings Inc., or any successor in interest.

LIBOR :  (a) 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.

(b)

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 first from Reuters’ “page LIBOR 01,” or if such page is not available, then from Bloomberg’s page “BBAM.”  If any such rate is not published for such LIBOR Determination Date, LIBOR for such date will be the most recently published Interest Settlement Rate.  In the event that the BBA no longer sets an Interest Settlement Rate, the Securities Administrator will designate an alternative index that has performed, or that the Securities Administrator expects to perform, in a manner substantially similar to the BBA’s Interest Settlement Rate.  The Securities Administrator will select a particular index as the alternative index only if it receives an Opinion of Counsel (a copy of which shall be furnished to the Trustee and any NIMS Insurer), which opinion shall be an expense reimbursed from the Certificate Account pursuant to Section 4.04, that the selection of such index will not cause any of the REMICs to lose their classification as REMICs for federal income tax purposes.

(c)

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 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 A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class B1 or Class B2 Certificate.

LIBOR Determination Date :  The second LIBOR Business Day immediately preceding the commencement of each Accrual Period for any LIBOR Certificate.

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 a Servicer in connection with the liquidation of any defaulted Mortgage Loan and are not recoverable under the related Primary Mortgage Insurance Policy, if any, including, without limitation, foreclosure and rehabilitation expenses, legal expenses and unreimbursed amounts, if any, 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, payment in full, discounted payoff or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan, including any amounts remaining in the related Escrow Account.

Loan-to-Value Ratio :  With respect to any Mortgage Loan, the ratio of the principal balance of such Mortgage Loan at origination, or such other date as is specified, to the Original Value of the related Mortgaged Property.

Lower Tier Interest :  As described in the Preliminary Statement.

Lower Tier REMIC 1 Uncertificated Regular Interests :  Lower Tier Interests of REMIC 1 constituting regular interests held in uncertificated form pursuant to a Section 7.01(c) Purchase Event.

LPMI Policy :  A Primary Mortgage Insurance Policy issued by a Qualified Insurer pursuant to which the related premium is to be paid from payments by the mortgagee.

LTURI-holder :  The holder of Lower Tier REMIC 1 Uncertificated Regular Interests, which upon the occurrence of a Section 7.01(c) Purchase Event shall be the Master Servicer or its designee, and including any trustee in its capacity as trustee of any privately placed securitization.

M2 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M1 and Class M2 Certificates immediately prior to such Distribution Date exceeds (y) the M2 Target Amount.

M2 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 82.10% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

M3 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates and the Class M1 and Class M2 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M3 Certificates immediately prior to such Distribution Date exceeds (y) the M3 Target Amount.

M3 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 85.30% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

M4 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates and the Class M1, Class M2 and Class M3 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M4 Certificates immediately prior to such Distribution Date exceeds (y) the M4 Target Amount.

M4 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 88.40% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

M5 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates and the Class M1, Class M2, Class M3 and Class M4 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M5 Certificates immediately prior to such Distribution Date exceeds (y) the M5 Target Amount.

M5 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 90.80% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

M6 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4 and Class M5 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M6 Certificates immediately prior to such Distribution Date exceeds (y) the M6 Target Amount.

M6 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 93.00% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

M7 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5 and Class M6 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M7 Certificates immediately prior to such Distribution Date exceeds (y) the M7 Target Amount.

M7 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 94.80% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

M8 Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate of the Class Principal Amounts of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class M7 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M8 Certificates immediately prior to such Distribution Date exceeds (y) the M8 Target Amount.

M8 Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 96.00% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

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 Servicer Remittance Date :  With respect to each Distribution Date, two Business Days immediately preceding such Distribution Date.  

Master Servicing Fee :  As to any Distribution Date, an amount equal to 1/12 ^th the product of (a) the Master Servicing Fee Rate and (b) the outstanding principal balance of each Mortgage Loan.

Master Servicing Fee Rate :  0.00% per annum.

Material Defect :  As defined in Section 2.02(c) hereof.

Maximum Interest Rate :  The Pool 1 Maximum Interest Rate, the Pool 2 Maximum Interest Rate, the Pool 3 Maximum Interest Rate or the Subordinate Maximum Interest Rate, as applicable.

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 nominee for the holder from time to time of the Mortgage Note.

MGIC :  Mortgage Guaranty Insurance Corporation, or any successor in interest.

MGIC Letter Agreement :  With respect to the Bulk PMI Policy with MGIC, the Terms Letter for MGIC Mortgage Insurance Coverage dated as of December 20, 2005, among Lehman Brothers Inc., MGIC and the Trustee.

Monthly Excess Cashflow :  For each Distribution Date, the aggregate of any remaining Interest Remittance Amount pursuant to Section 5.02(e)(v) for such date, any Principal Distribution Amount remaining after distribution pursuant to Section 5.02(f)(ii)(C) or 5.02 (f)(iii)(M) for such date, and any Aggregate Overcollateralization Release Amount for such date.

Moody’s :  Moody’s Investors Service, Inc., or any successor in interest.

Mortgage :  A mortgage, deed of trust or other instrument encumbering a fee simple interest in real property securing a Mortgage Note, together with improvements thereto.

Mortgage File :  The mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage Loan required to be delivered to the Trustee pursuant to this Agreement.

Mortgage Loan :  A Mortgage and the related notes or other evidences of indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned to or deposited with the Trustee 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.

Mortgage Loan Sale Agreement :  The mortgage loan sale and assignment agreement dated as of December 1, 2005, for the sale of the Mortgage Loans by the Seller 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.  Such schedule shall set forth, among other things, the following information with respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) the city, state and zip code of the Mortgaged Property; (iii) the original principal amount of the Mortgage Loan; (iv) the Mortgage Rate at origination; (v) the monthly payment of principal and interest at origination; (vi) the Mortgage Pool in which such Mortgage Loan is included; (vii) the applicable Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate; (viii) the applicable Custodian with respect to the Mortgage File related to such Mortgage Loan; (ix) where applicable, whether such Mortgage Loan is covered by any Bulk PMI Policy or LPMI Policy and the applicable PMI Insurer and the applicable Insurance Fee Rate; (x) whether such Mortgage Loan is subject to a Prepayment Premium for voluntary prepayments by the Mortgagor, the term during which such Prepayment Premiums are imposed and the methods of calculation of the Prepayment Premium; and (xi) whether such Mortgage Loan is a Simple Interest Mortgage Loan.  The Depositor shall be responsible for providing the Trustee and the Master Servicer 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 or Pool 3.  

Mortgage Rate :  With respect to any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan, as determined under the related Mortgage Note as reduced by any Relief Act Reductions.

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.

Net Excess Spread :  With respect to any Distribution Date, (A) the fraction, expressed as a percentage, the numerator of which is equal to the product of (i) the amount, if any, by which (a) the aggregate of the Interest Remittance Amounts for each Mortgage Pool for such Distribution Date (as reduced by the aggregate Credit Risk Manager’s Fee and the Final Maturity Reserve Amount) exceeds (b) the Current Interest payable with respect to the Certificates for such date and (ii) twelve, and the denominator of which is the Aggregate Pool Balance for such Distribution Date, multiplied by (B) a fraction, the numerator of which is thirty and the denominator of which is the greater of thirty and the actual number of days in the immediately preceding calendar month minus (C) the product, expressed as a percentage, of (i) the amount of any Net Swap Payment owed to the Swap Counterparty for such Distribution Date divided by the Aggregate Pool Balance as of the beginning of the related Collection Period and (ii) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date, plus (D) the product, expressed as a percentage, of (i) the sum of (a) the amount of any Net Swap Payment and (b) any Interest Rate Cap Payment received by the Supplemental Interest Trust for such Distribution Date divided by the Aggregate Pool Balance as of the beginning of the related Collection Period and (ii) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date.

Net Funds Cap :  The Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap, the Pool 3 Net Funds Cap or the Subordinate Net Funds Cap, as the context requires.

Net Liquidation Proceeds :  With respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds net of (i) unreimbursed expenses and (ii) any unreimbursed Advances, if any, received and retained in connection with the liquidation of such Mortgage Loan.

Net Mortgage Rate :  With respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the Aggregate Expense Rate for such Mortgage Loan.

Net Prepayment Interest Shortfall :  With respect to any Master Servicer Remittance Date, the excess, if any, of any Prepayment Interest Shortfalls with respect to the Mortgage Loans for such date over any amounts paid with respect to such shortfalls by the Servicers pursuant to the Servicing Agreements.

Net Simple Interest Excess :  With respect to any Distribution Date, the excess, if any, of (a) the amount of the payments received by the Servicers and the Master Servicer in the related Collection Period allocable to interest in respect of Simple Interest Mortgage Loans, calculated in accordance with the Simple Interest Method, net of the related Servicing Fees, over (b) 30 days’ interest at the weighted average (by principal balance) of the Net Mortgage Rates of the Simple Interest Mortgage Loans as of the first day of the related Collection Period, as determined by the related Servicer, on the aggregate principal balance of such Simple Interest Mortgage Loans for such Distribution Date, carried to six decimal places, rounded down, and calculated on the basis of a 360-day year consisting of twelve 30-day months.  For this purpose, the amount of interest received in respect of the Simple Interest Mortgage Loans in any month shall be deemed (i) to include any Advances of interest made by the related Servicer, the Master Servicer or the Securities Administrator (solely in its capacity as successor servicer) in such month in respect of such Simple Interest Mortgage Loans and (ii) to be reduced by any amounts paid to the related Servicer, the Master Servicer or the Securities Administrator (solely in its capacity as successor servicer) in such month in reimbursement of Advances previously made by the Servicer, the Master Servicer or the Securities Administrator (solely in its capacity as successor servicer) in respect of such Simple Interest Mortgage Loans.

Net Simple Interest Shortfall :  With respect to any Distribution Date, the excess, if any, of (a) 30 days’ interest at the weighted average (by principal balance) of the Net Mortgage Rates of the Simple Interest Mortgage Loans as of the first day of the related Collection Period, as determined by the related Servicer, on the aggregate principal balance of such Simple Interest Mortgage Loans for such Distribution Date, carried to six decimal places, rounded down, and calculated on the basis of a 360-day year consisting of twelve 30-day months, over (b) the amount of the payments received by the related Servicer or the Master Servicer in the related Collection Period allocable to interest in respect of such Simple Interest Mortgage Loans, calculated in accordance with the Simple Interest Method, net of the related Servicing Fees.

Net Swap Payment :  With respect to each Swap Payment Date, the sum of (i) net payment required to be made pursuant to the terms of the Swap Agreement, which net payment shall not take into account any Swap Termination Payment, and (ii) any unpaid amounts due on previous Swap Payment Dates and accrued interest thereon as provided in the Swap Agreement, as calculated by the Swap Counterparty and furnished to the Securities Administrator.

Net WAC Rate :  With respect to any Distribution Date (and the related Accrual Period), a per annum rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the related Collection Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date).

NIM Redemption Amount :  As defined in Section 7.01(b).

NIM Securities :  Any net interest margin securities issued by a trust or other special purpose entity, the principal assets of such trust including the Class P and Class X Certificates and the payments received thereon, which principal assets back such securities.

NIMS Agreement :  Any agreement pursuant to which the NIM Securities are issued.

NIMS Insurer :  One or more insurers issuing financial guaranty insurance policies in connection with the issuance of NIM Securities.

Non-Book-Entry Certificate :  Any Certificate other than a Book-Entry Certificate.

Non-MERS Mortgage Loan :  Any Mortgage Loan other than a MERS Mortgage Loan.

Non-permitted Foreign Holder :  As defined in Section 3.03(j).

Non-U.S. Person :  Any person other than a “United States person” within the meaning of Section 7701(a)(30) of the Code.

Notional Amount :  Not applicable.  

Notional Certificate :  Not applicable.

Offered Certificates :  The Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and Class M8 Certificates.

Offering Document :  Each of the Prospectus and the Private Placement Memorandum.

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.

Opinion of Counsel :  A written opinion of counsel, reasonably acceptable in form and substance to the Trustee, and which may be in-house or outside counsel to the Depositor, the Master Servicer or the Trustee 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 the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the taxation, or the federal income tax status, of each REMIC.

Original Mortgage Loan : As described in the Preliminary Statement.

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.

Overcollateralization Amount :  With respect to any Distribution Date, the amount, if any, by which (x) the Aggregate Pool Balance for such Distribution Date exceeds (y) the aggregate Class Principal Amount of the LIBOR Certificates after giving effect to distributions on such Distribution Date.

Overcollateralization Deficiency :  With respect to any Distribution Date, the amount, if any, by which (x) the Targeted Overcollateralization Amount exceeds (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the Certificate Principal Amounts of the LIBOR Certificates resulting from the distribution of the Principal Distribution Amount on such Distribution Date, but prior to allocation of any Applied Loss Amount on such Distribution Date.

Payahead :  With respect to any Mortgage Loan and any Due Date therefor, any Scheduled Payment received by the applicable Servicer during any Collection Period in addition to the Scheduled Payment due on such Due Date, intended by the related Mortgagor to be applied on a subsequent Due Date or Due Dates.

Paying Agent :  Any paying agent appointed pursuant to Section 3.08.

Percentage Interest :  With respect to any Certificate, its 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 LIBOR Certificate, the Percentage Interest evidenced thereby shall equal the Certificate Principal Amount thereof divided by the Class Principal Amount of all Certificates of the same Class.  With respect to the Class X, Class P, Class R and Class LT-R Certificates, the Percentage Interest evidenced thereby shall be as specified on the face thereof, or otherwise be equal to 100%.  

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.

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 :  An employee benefit plan or other retirement arrangement which is subject to Section 406 of ERISA and/or Section 4975 of the Code or any entity whose underlying assets include such plan’s or arrangement’s assets by reason of their investment in the entity.

Plan Asset Regulations :  The Department of Labor regulations set forth in 29 C.F.R. 2510.3-101.

PMI Insurance Premium :  With respect to each Distribution Date and each Mortgage Loan covered by a Bulk PMI Policy or other lender-paid Primary Mortgage Insurance Policy, the product of (a) one-twelfth of the applicable Insurance Fee Rate and (b) the Scheduled Principal Balance of such Mortgage Loan as of the first day of the related Collection Period.

PMI Insurer :  MGIC, PMI Mortgage and RMIC.

PMI Letter Agreement :  With respect to the Bulk PMI Policy with PMI Mortgage, the Terms Letter for PMI Mortgage Insurance Coverage dated as of December 28, 2005, among LBH, PMI Mortgage and the Trustee.

PMI Mortgage :  PMI Mortgage Insurance Co.

Pool 1 :  The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 1.

Pool 1 Maximum Interest Rate :  For the Group 1 Senior Certificates, for each Distribution Date on or before the Distribution Date on which the aggregate Class Principal Amount of the Group 2 Senior Certificates and the Group 3 Senior Certificates has each been reduced to zero, an annual rate equal to (a) the product, expressed as a percentage, of (1) the amount, if any, by which the weighted average of the excess of the maximum “lifetime” Mortgage Rates, as specified in the related Mortgage Notes for the Pool 1 Mortgage Loans exceeds the applicable weighted average Aggregate Expense Rate and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; plus (b) the product, expressed as a percentage, of (1) the sum of (x) the amount of any Net Swap Payment owed by the Swap Counterparty on the related Swap Payment Date allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest Rate Cap Payment Date allocable to Pool 1 (based on the applicable Pool Percentage) divided by the Pool Balance for Pool 1 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; minus (c) the product, expressed as a percentage, of (1) a fraction, expressed as a percentage, the numerator of which is the sum of  (x) the amount of any Net Swap Payment owed to the Swap Counterparty on the related Swap Payment Date allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any Final Maturity Reserve Amount for Pool 1 for such Distribution Date and the denominator of which is the Pool Balance for Pool 1 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date.

Pool 1 Net Funds Cap :  With respect to any Distribution Date and the Group 1 Senior Certificates, a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (1) the excess, if any, of (i) the Pool 1 Optimal Interest Remittance Amount for such date over (ii) the sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty on the related Swap Payment Date allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any Final Maturity Reserve Amount for Pool 1 for such Distribution Date and (2) 12, and the denominator of which is the Pool Balance for Pool 1 as of the first day of the related Collection Period (excluding for this purpose any Mortgage Loans in Pool 1 for which any Principal Prepayments in full have been deposited into the Collection Account and distributed therefrom in accordance with Section 5.02 during the month prior to such Distribution Date), multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date.

Pool 1 Optimal Interest Remittance Amount :  With respect to each Distribution Date, an amount equal to the product of (a) the quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage Loans in Pool 1 as of the first day of the related Collection Period, and (ii) 12 and (b) the Pool Balance for Pool 1 as of the first day of the related Collection Period (excluding for purposes of clauses (a)(i) and (b) any Mortgage Loans in Pool 1 for which any Principal Prepayments in full have been deposited into the Collection Account and distributed therefrom in accordance with Section 5.02 during the month prior to such Distribution Date).

Pool 2 :  The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 2.

Pool 2 Maximum Interest Rate :  For the Group 2 Senior Certificates, and for each Distribution Date on or before the Distribution Date on which the aggregate Class Principal Amounts of the Group 1 Senior Certificates and the Group 3 Senior Certificates has each been reduced to zero, an annual rate equal to (a) the product, expressed as a percentage, of (1) the amount, if any, by which the weighted average of the excess of the maximum “lifetime” Mortgage Rates, as specified in the related Mortgage Notes for the Pool 2 Mortgage Loans exceeds the applicable weighted average Aggregate Expense Rate and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; plus (b) (b) the product, expressed as a percentage, of (1) the sum of (x) the amount of any Net Swap Payment owed by the Swap Counterparty on the related Swap Payment Date allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest Rate Cap Payment Date allocable to Pool 2 (based on the applicable Pool Percentage) divided by the Pool Balance for Pool 2 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; minus (c) the product, expressed as a percentage, of (1) a fraction, expressed as a percentage, the numerator of which is the sum of (x) the amount of any Net Swap Payment owed to the Swap Counterparty on the related Swap Payment Date allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any Final Maturity Reserve Amount for Pool 2 for such Distribution Date and the denominator of which is the Pool Balance for Pool 2 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date.

Pool 2 Net Funds Cap :  With respect to any Distribution Date and the Group 2 Senior Certificates, a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (1) the excess, if any, of (i) the Pool 2 Optimal Interest Remittance Amount for such date over (ii) the sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty on the related Swap Payment Date allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any Final Maturity Reserve Amount for Pool 2 for such Distribution Date and (2) 12, and the denominator of which is the Pool Balance for Pool 2 as of the first day of the related Collection Period (excluding for this purpose any Mortgage Loans in Pool 2 for which any Principal Prepayments in full have been deposited into the Collection Account and distributed therefrom in accordance with Section 5.02 during the month prior to such Distribution Date), multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date.

Pool 2 Optimal Interest Remittance Amount :  With respect to each Distribution Date, an amount equal to the product of (a) the quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage Loans in Pool 2 as of the first day of the related Collection Period, and (ii) 12 and (b) the Pool Balance for Pool 2 as of the first day of the related Collection Period (excluding for purposes of clauses (a)(i) and (b) any Mortgage Loans in Pool 2 for which any Principal Prepayments in full have been deposited into the Collection Account and distributed therefrom in accordance with Section 5.02 during the month prior to such Distribution Date).

Pool 3 :  The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 3.

Pool 3 Maximum Interest Rate :  For the Group 3 Senior Certificates, and for each Distribution Date on or before the Distribution Date on which the aggregate Class Principal Amounts of the Group 1 Senior Certificates and the Group 2 Senior Certificates have each been reduced to zero, an annual rate equal to (a) the product, expressed as a percentage, of (1) the amount, if any, by which the weighted average of the excess of the maximum “lifetime” Mortgage Rates, as specified in the related Mortgage Notes for the Pool 3 Mortgage Loans exceeds the applicable weighted average Aggregate Expense Rate and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; plus (b) the product, expressed as a percentage, of (1) the sum of (x) the amount of any Net Swap Payment owed by the Swap Counterparty on the related Swap Payment Date allocable to Pool 3 (based on the applicable Pool Percentage) and (y) any Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest Rate Cap Payment Date allocable to Pool 3 (based on the applicable Pool Percentage) divided by the Pool Balance for Pool 3 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; minus (c) the product, expressed as a percentage, of (1) a fraction, expressed as a percentage, the numerator of which is the sum of (x) the amount of any Net Swap Payment owed to the Swap Counterparty on the related Swap Payment Date allocable to Pool 3 (based on the applicable Pool Percentage) and (y) any Final Maturity Reserve Amount for Pool 3 for such Distribution Date and the denominator of which is the Pool Balance for Pool 3 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date.

Pool 3 Net Funds Cap :  With respect to any Distribution Date and the Group 3 Senior Certificates, a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (1) the excess, if any, of (i) the Pool 3 Optimal Interest Remittance Amount for such date over (ii) the sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty on the related Swap Payment Date allocable to Pool 3 (based on the applicable Pool Percentage) and (y) any Final Maturity Reserve Amount for Pool 3 for such Distribution Date and (2) 12, and the denominator of which is the Pool Balance for Pool 3 as of the first day of the related Collection Period (excluding for this purpose any Mortgage Loans in Pool 3 for which any Principal Prepayments in full have been deposited into the Collection Account and distributed therefrom in accordance with Section 5.02 during the month prior to such Distribution Date), multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date.

Pool 3 Optimal Interest Remittance Amount :  With respect to each Distribution Date, an amount equal to the product of (a) the quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage Loans in Pool 3 as of the first day of the related Collection Period, and (ii) 12 and (b) the Pool Balance for Pool 3 as of the first day of the related Collection Period (excluding for purposes of clauses (a)(i) and (b) any Mortgage Loans in Pool 3 for which any Principal Prepayments in full have been deposited into the Collection Account and distributed therefrom in accordance with Section 5.02 during the month prior to such Distribution Date).

Pool Balance :  With respect to each Mortgage Pool, the aggregate of the Scheduled Principal Balances of all Mortgage Loans in such Mortgage Pool at the date of determination.

Pool Percentage :  With respect to each Mortgage Pool and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Pool Balance for such Mortgage Pool for such date and the denominator of which is the Aggregate Pool Balance for such date.

Pool Subordinate Amount :  As to any Mortgage Pool and any Distribution Date, the excess of the Pool Balance for such Mortgage Pool as of the first day of the immediately preceding Collection Period over (i) the Class Principal Amount of the Group 1 Senior Certificates (in the case of Pool 1), (ii) the Class Principal Amount of the Group 2 Senior Certificates (in the case of Pool 2) or (iii) the sum of the Class Principal Amounts of the Group 3 Senior Certificates (in the case of Pool 3) immediately prior to the related Distribution Date.

PPTL Purchase Price :  The purchase price paid for a First Payment Default Mortgage Loan which is required to be repurchased by a Transferor pursuant to the related PPTLS.

PPTLS :  As to any First Payment Default Mortgage Loan, (i) the Purchase Price and Terms Letter between Finance America, LLC and Lehman Capital, a division of Lehman Brothers Holdings Inc., dated June 24, 2005 and (iii) the Term Sheet among Wilmington Finance, Inc., AIG Federal Savings Bank, Wilmington Finance Division, and Lehman Brothers Bank, FSB, dated August 4, 2005.

Prepayment Interest Shortfall :  With respect to any full or partial Principal Prepayment of a Mortgage Loan, the excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate (as reduced by the Servicing Fee, as applicable, in the case of Principal Prepayments in full) on the outstanding principal balance of such Mortgage Loan immediately prior to such prepayment over (ii) the amount of interest actually received with respect to such Mortgage Loan in connection with such Principal Prepayment.

Prepayment Period :  With respect to any Distribution Date and any Principal Prepayment in respect of any Mortgage Loan serviced by a Servicer, whether in part or in full (and in the case of Mortgage Loans serviced by Aurora, HomEq or JPMorgan for a Principal Prepayment in part only), the calendar month immediately preceding the month in which such Distribution Date occurs; with respect to any Distribution Date and any Principal Prepayment in full in respect of any Mortgage Loan serviced by Aurora, the period from the seventeenth (17 ^th ) day of the preceding calendar month through the sixteenth (16 ^th ) day of the calendar month in which the Distribution Date occurs (except in the case of the January 2006 Distribution Date, for which the related Prepayment Period will be the period from December 1, 2005 through January 16, 2006); with respect to any Distribution Date and any Principal Prepayment in full in respect of any Mortgage Loan serviced by HomEq, the period from the sixteenth (16 ^th ) day of the preceding calendar month through the fifteenth (15 ^th ) day of the calendar month in which the Distribution Date occurs (except in the case of the January 2006 Distribution Date, for which the related Prepayment Period will be the period from December 1, 2005 through January 15, 2006, and in the case of the Distribution Date relating to the transfer of servicing from Option One to HomEq, for which the related Prepayment Period shall be the period beginning the first day of the preceding calendar month through the fifteenth (15 ^th ) day of the calendar month in which the Distribution Date occurs); and with respect to any Distribution Date and any Principal Prepayment in full in respect of any Mortgage Loan serviced by JPMorgan (including any Principal Prepayment due to liquidation of a Mortgage Loan), the period from and including the fifteenth (15 ^th ) day of the preceding calendar month through and including the fourteenth (14 ^th ) day of the calendar month in which such Distribution Date occurs (except in the case of the January 2006 Distribution Date, for which such Prepayment Period shall be the period from December 1, 2005 through and including January 14, 2006 , and in the case of the Distribution Date relating to the transfer of servicing from Option One Mortgage Corporation to JPMorgan, for which the related Prepayment Period shall be the period beginning the first day of the preceding calendar month through the fourteenth (14 ^th ) day of the calendar month in which such Distribution Date occurs).

Prepayment Premiums :  Any prepayment fees and penalties to be paid by the Mortgagor on a Mortgage Loan.

Primary Mortgage Insurance Policy :  Any mortgage guaranty insurance, if any, on an individual Mortgage Loan, including any Bulk PMI Policy or any LPMI Policy, as evidenced by a policy or certificate, whether such policy is obtained by the originator, the lender, the borrower or the Seller on behalf of the Trust Fund.

Prime Rate :  The prime rate of the United States money center commercial banks as published in The Wall Street Journal .

Principal Distribution Amount :  With respect to each Mortgage Pool and any Distribution Date, an amount equal to the Principal Remittance Amount for such Mortgage Pool for such date minus the Aggregate Overcollateralization Release Amount, if any, allocable to such Mortgage Pool, for such Distribution Date (based on the applicable Pool Percentage).

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 related Servicing Agreement.

Principal Remittance Amount :  With respect to each Mortgage Pool and any Distribution Date, (a) the sum of (i) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Mortgage Pool during the related Collection Period whether by the applicable Servicers, the Master Servicer or the Securities Administrator (less unreimbursed Advances due to the Master Servicer, any Servicer or the Securities Administrator  with respect to the related Mortgage Loans, to the extent allocable to principal), (ii) all Principal Prepayments in full or in part received during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, HomEq or JPMorgan, the related Collection Period) on the Mortgage Loans in such Mortgage Pool, (iii) the outstanding principal balance of each Mortgage Loan in such Mortgage Pool that was purchased from the Trust Fund by the Seller or the related Transferor during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, HomEq or JPMorgan, the related Collection Period) or the NIMS Insurer (in the case of certain Mortgage Loans 90 days or more delinquent) from such Mortgage Pool, (iv) the portion of any Substitution Amount paid with respect to any Deleted Mortgage Loan in such Mortgage Pool during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, HomEq or JPMorgan, the related Collection Period) allocable to principal and (v) all Net Liquidation Proceeds, Insurance Proceeds, any Subsequent Recovery and other recoveries collected with respect to the Mortgage Loans in such Mortgage Pool during the related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora, HomEq or JPMorgan, the related Collection Period), to the extent allocable to principal, as reduced by (b) to the extent not reimbursed from amounts otherwise allocable to interest, the related Pool Percentage for such date of any other costs, expenses or liabilities reimbursable to the Trustee, the Master Servicer, the Securities Administrator, each Custodian and each Servicer to the extent provided in this Agreement, each Servicing Agreement and each Custodial Agreement and, with respect to the Trustee, to the extent the Interest Remittance Amount is less than amounts reimbursable to the Trustee pursuant to Section 4.04(b)(i), the product of (x) the applicable Pool Percentage for such Distribution Date and (y) any amounts reimbursable during the related Anniversary Year to the Trustee therefrom and not reimbursed from the Interest Remittance Amount, or otherwise; provided, however , that such reimbursable amounts from the Interest Remittance Amount and Principal Remittance Amount may not exceed $200,000 in the aggregate during any Anniversary Year.  In the event that the Trustee incurs reimbursable amounts in excess of $200,000, it may seek reimbursement for such amounts in subsequent Anniversary Years, but in no event shall more than $200,000 be reimbursed to the Trustee per Anniversary Year.  Notwithstanding the foregoing, costs and expenses incurred by the Trustee pursuant to Section 6.14(a) in connection with any transfer of servicing shall be excluded from the $200,000 per Anniversary Year limit on reimbursable amounts.  For the avoidance of doubt, (i) the Principal Remittance Amount available on each Swap Payment Date for distributions to the Swap Account shall be equal to the Principal Remittance Amount on the related Distribution Date and (ii) the Principal Remittance Amount for each Distribution Date shall be calculated without regard to any distributions to the Swap Account on the related Swap Payment Date.

Private Placement Memorandum :  The private placement memorandum dated December 21, 2005, relating to the Class B1 and Class B2 Certificates.

Proceeding :  Any suit in equity, action at law or other judicial or administrative proceeding.

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 December 21, 2005, together with the accompanying prospectus dated September 26, 2005, relating to the Offered Certificates.

Purchase Price :  With respect to the purchase of a Mortgage Loan or related REO Property 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 applicable Mortgage Rate, from the date as to which interest was last paid to (but not including) the Due Date in the Collection Period immediately preceding the related Distribution Date; (c) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any applicable federal, state or local predatory- or abusive-lending law arising from or in connection with the origination of such Mortgage Loan; and (d) any unreimbursed Servicing Advances with respect to such Mortgage Loan.  The Master Servicer, each Servicer, each Custodian (or the Trustee 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 or other amounts advanced with respect to such Mortgage Loan that are reimbursable to the Master Servicer or such Servicer under this Agreement or the related Servicing Agreement (or to the Trustee or the Securities Administrator, if applicable), together with any accrued and unpaid compensation due to the Master Servicer, the Securities Administrator, any Servicer, any Custodian or the Trustee hereunder or thereunder.

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, the Securities Administration 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:

(i)

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;

(ii)

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;

(iii)

provide that if at any time the then current credit standing of the obligor under such guaranteed investment contract is such that continued investment pursuant to such contract of funds would result in a downgrading of any rating of the Certificates or the NIM Securities, the Trustee shall terminate such contract without penalty and be entitled to the return of all funds previously invested thereunder, together with accrued interest thereon at the interest rate provided under such contract to the date of delivery of such funds to the Trustee;  

(iv)

provide that the Trustee’s interest therein shall be transferable to any successor trustee hereunder; and

(v)

provide that the funds reinvested thereunder and accrued interest thereon be returnable to the Collection Account, the Securities Administration Account or the Certificate Account, as the case may be, not later than the Business Day prior to any Distribution Date.

Qualified Insurer :  An insurance company duly qualified as such under the laws of the states in which the related Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided and whose claims paying ability is rated by each Rating Agency in its highest rating category or whose selection as an insurer will not adversely affect the ratings of the Certificates.

Qualifying Substitute Mortgage Loan :  In the case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement, a Mortgage Loan that, on the date of such substitution, (i) has an outstanding Scheduled Principal Balance (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Scheduled Principal Balance), after application of all Scheduled Payments due during or prior to the month of substitution, not in excess of, and not more than 5% less than, the outstanding Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage Rate on the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate not less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if applicable, has a minimum Mortgage Rate not less than the minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal to or greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative Loan, (vii) if applicable, has a next adjustment date not later than the next adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date as the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not longer than 18 months and not more than 18 months shorter than the remaining stated term to maturity of the related Deleted Mortgage Loan; provided , that in no case should such substitute Mortgage Loan have a maturity date later than the Final Scheduled Distribution Date; (x) is current as of the date of substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xii) has been underwritten by any Transferor in accordance with the same underwriting criteria and guidelines as the Deleted Mortgage Loan, (xiii) has a risk grading determined by the Seller at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same property type as the Deleted Mortgage Loan, (xv) conforms to each representation and warranty applicable to the Deleted Mortgage Loan made in the related Mortgage Loan Sale Agreement, (xvi) has the same or higher lien position as the Deleted Mortgage Loan, (xvii) is covered by a Primary Mortgage Insurance Policy if the Deleted Mortgage Loan was so covered, (xviii) contains provisions covering the payment of Prepayment Premium by the Mortgagor for early prepayment of the Mortgage Loan at least as favorable as the Deleted Mortgage Loan, (xix) for any Mortgage Loan to be substituted into Pool 1, has an original Scheduled Principal Balance within the maximum dollar amount limitations prescribed by Freddie Mac for conforming one-to-four family mortgage loans and (xx) for any Mortgage Loan to be substituted into Pool 2, has an original Scheduled Principal Balance within the maximum dollar amount limitations prescribed by Fannie Mae for conforming one-to-four family mortgage loans.  In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate Scheduled Principal Balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the risk gradings described in clause (xiii) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (ix) hereof shall be determined on the basis of weighted average remaining term to maturity; provided , that the stated maturity date of any Qualifying Substitute Mortgage Loan shall not be later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios described in clause (xi) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xv) hereof must be satisfied as to each Qualifying Substitute Mortgage Loan or in the aggregate, as the case may be.

Rating Agency :  Each of Fitch, Moody’s and S&P.

Realized Loss :  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, minus (ii) Liquidation Proceeds received, to the extent allocable to principal, net of amounts that are reimbursable therefrom to the Master Servicer or any Servicer with respect to such Mortgage Loan (other than Advances of principal) including expenses of liquidation.  In determining whether a Realized Loss is a Realized Loss of 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 Class of Book-Entry Certificates and any Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date.  With respect to any Class of Definitive Certificates and any Distribution Date, the last Business Day of the month immediately preceding the month in which the Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date).

Regulation S :  Regulation S promulgated under the Securities 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(d).

Related Senior Principal Distribution Amount :  For each Mortgage Pool and any Distribution Date on or after the Stepdown Date and for as long as a Trigger Event is not in effect, an amount equal to the lesser of (x) the Class Principal Amount of the Group 1 Senior Certificates (with respect to Pool 1), the Class Principal Amount of the Group 2 Senior Certificates (with respect to Pool 2) or the sum of the aggregate Class Principal Amounts of the Group 3 Senior Certificates (with respect to Pool 3) immediately prior to such date and (y) the product of (a) the Senior Principal Distribution Amount and (b) the related Senior Proportionate Percentage, in each case for such date.

Related Senior Priority :  With respect to each of Group 1, Group 2 and Group 3 Senior Certificates, the priority of distribution on the Senior Certificates relating to such Groups as described in 5.02(f)(i)(A)(3), 5.02(f)(i)(B)(3) and 5.02(f)(i)(C)(3), respectively.

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 Civil Relief Act, 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 pool of assets in the Trust Fund designated as a REMIC pursuant to the Preliminary Statement.

REMIC 1 :  As described in the Preliminary Statement.

REMIC 2 :  As described in the Preliminary Statement.

REMIC 3 :  As described in the Preliminary Statement.

REMIC 3 Net Funds Cap :  For any Distribution Date (and the related Accrual Period) and any Class of Certificates, an amount equal to (i) the weighted average of the interest rates on the Lower Tier Interests in REMIC 3 (other than any interest-only regular interest), weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period, multiplied by (ii) an amount equal to (a) 30, divided by (b) the actual number of days in the Accrual Period.

REMIC 4 :  As described in the Preliminary Statement.

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.

REMIC Swap Rate :  For each Distribution Date (and the related Accrual Period), a per annum rate equal to the product of: (i) the “Rate of Payment (%)” under the Swap Agreement for such Distribution Date, as set forth in Annex D-1 to the Prospectus Supplement, (ii) 2, and (iii) the quotient of (a) the actual number of days in the related Accrual Period divided by (b) 30.

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.

Required Reserve Fund Deposit :  With respect to any Distribution Date on which the Net Excess Spread is less than 0.25%, the amount, if any by which (a) the product of 1.00% and the Aggregate Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date.  With respect to any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25%, the amount, if any, by which (i) $1,000 exceeds the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date; provided, however , that on any Distribution Date on which the Class Principal Amount of each Class of Offered Certificates, the Class B1 Certificates and the Class B2 Certificates has been reduced to zero, the Required Reserve Fund Deposit shall be zero.

Residual Certificate :  Any Class R or Class LT-R Certificate.

Responsible Officer :  When used with respect to the Trustee, any vice president, assistant vice president, the secretary, any assistant secretary, or any officer, working in its Corporate Trust Office and having 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 B1, Class B2, Class P, Class X, Class R or Class LT-R Certificate.

Restricted Global Security :  As defined in Section 3.01(c).

RMIC :  Republic Mortgage Insurance Company, or any successor in interest.

RMIC Letter Agreement :  With respect to the Bulk PMI Policy with RMIC, the letter agreement dated as of December 28, 2005 between RMIC and the Master Servicer and acknowledged by the Trustee on behalf of the Trust Fund.

Rolling Three Month Delinquency Rate :  With respect to any Distribution Date, the fraction, expressed as a percentage, equal to the average of the Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution Dates, respectively) immediately preceding calendar months.

Rules :  As defined in Section 6.20(c).

S&P :  Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor in interest.

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.

Scheduled Principal Balance :  With respect to (i) any Mortgage Loan (other than a Simple Interest 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 Collection Period, whether or not received from the Mortgagor or advanced by any Servicer or the Master Servicer, and all amounts allocable to unscheduled principal payments (including Principal Prepayments, Liquidation Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the extent identified and applied prior to or during the related 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 by or on behalf of the Trustee (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, the principal balance of such Mortgage Loan as specified in the Mortgage Loan Schedule.  The Scheduled Principal Balance of any Liquidated Mortgage Loan shall be zero.  In the case of a Simple Interest Mortgage Loan, references herein to such Mortgage Loan’s Scheduled Principal Balance shall mean its actual unpaid principal balance.  The actual unpaid principal balance of a Simple Interest Mortgage Loan with respect to any Distribution Date shall be determined by subtracting from such Mortgage Loan’s unpaid principal balance as of the end of the preceding Collection Period the amount of the borrower’s fixed monthly payment for the related Collection Period that is not allocated to the payment of interest applying the Simple Interest Method.

Section 7.01(c) Purchase Event :  The purchase of all the Lower Tier REMIC 1  Uncertificated Regular Interests.

Securities Act :  The Securities Act of 1933, as amended.

Securities Administration Account :  A separate account established pursuant to Section 4.05.

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.

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.

Seller :  Lehman Brothers Holdings Inc., or any successor in interest.

Seller Remittance Amount :  With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

Senior Certificate :  Any Class A1, Class A2, Class A3, Class A4, Class A5, Class A6 or Class A7 Certificate.  

Senior Enhancement Percentage :  With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Amount of the Subordinate Certificates and the Overcollateralization Amount (which amount, for purposes of this definition only, shall not be less than zero and assuming for purposes of this definition that the Principal Distribution Amount has been distributed on such Distribution Date and no Trigger Event has occurred) and the denominator of which is the Aggregate Pool Balance for such Distribution Date, in each case after giving effect to distributions on such Distribution Date.

Senior Principal Distribution Amount :  With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the lesser of (x) the aggregate Principal Distribution Amount for all of the Mortgage Pools and (y) the amount, if any by which (A) the aggregate Class Principal Amount of the Senior Certificates immediately prior to such Distribution Date exceeds (B) the Senior Target Amount.

Senior Proportionate Percentage :  With respect to Pool 1 and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Principal Remittance Amount for Pool 1 for such Distribution Date and the denominator of which is the aggregate of the Principal Remittance Amounts for Pool 1, Pool 2 and Pool 3 for such Distribution Date.  With respect to Pool 2 and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Principal Remittance Amount for Pool 2 for such Distribution Date and the denominator of which is the aggregate of the Principal Remittance Amounts for Pool 1, Pool 2 and Pool 3 for such Distribution Date.  With respect to Pool 3 and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Principal Remittance Amount for Pool 3 for such Distribution Date and the denominator of which is the aggregate of the Principal Remittance Amounts for Pool 1, Pool 2 and Pool 3 for such Distribution Date.

Senior Target Amount :  With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 64.40% and (ii) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date determined as of the last day of the Collection Period exceeds (ii) the Targeted Overcollateralization Amount.

Sequential Trigger Event :  A Sequential Trigger Event shall have occurred with respect to any Distribution Date (a) prior to the Distribution Date in January 2008, if the fraction, expressed as a percentage, obtained by dividing (x) the aggregate amount of cumulative Realized Lossses inccured from the Cut-off Date through the last day of the related Collection Period by (y) the Cut-off Date Balance, exceeds 1.05% or (b) on or after the Distribution Date in January 2008, a Trigger Event is in effect.

Servicer Remittance Date :  The day in each calendar month on which each Servicer is required to remit payments to the Collection Account, as specified in the related Servicing Agreement, which is the 18 ^th day of each calendar month (or, if such 18 ^th day is not a Business Day, the next succeeding Business Day).

Servicers :  As of the Closing Date, each of Aurora, JPMorgan, HomEq, Option One Mortgage Corporation or Wells Fargo Bank, N.A., or any of their respective successors in interest.

Servicing Advances :  All customary, reasonable and necessary “out of pocket” costs and expenses other than Advances (including reasonable attorneys’ fees and disbursements) incurred in the performance by a Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation, inspection, restoration and protection of the Mortgaged Property, (b) any enforcement or administrative or judicial proceedings, including foreclosures, (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rents and other charges which are or may become a lien upon the Mortgaged Property, and Bulk PMI Policy premiums and fire and hazard insurance coverage and (e) any losses sustained by a Servicer with respect to the liquidation of the Mortgaged Property.

Servicing Agreement :  Each servicing agreement, subservicing agreement or reconstituted servicing agreement identified on Exhibit E hereto, dated as of December 1, 2005, among the Seller, the Master Servicer and one of the above-named Servicers, and any other servicing agreement entered into between a successor servicer and the Seller pursuant to the terms of this Agreement.  

Servicing Fee :  As to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage Loan as of the first day of the related Collection Period.

Servicing Fee Rate :  With respect to each Mortgage Loan, the rate specified in the related Servicing Agreement.

Simple Interest Method :  With respect to a Simple Interest Mortgage Loan, the method of allocating a payment to principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the applicable rate of interest multiplied by the unpaid principal balance multiplied by the period of time elapsed since the preceding payment of interest was made and divided by either 360 or 365, as specified in the related Mortgage Note and the remainder of such payment is allocated to principal.

Simple Interest Mortgage Loan :  Any Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached hereto as Schedule A.  As of the Closing Date, there are no Simple Interest Mortgage Loans included in the Trust Fund.

Startup Day :  The day designated as such pursuant to Section 10.01(b) hereof.

Stepdown Date :  The earlier of (i) the first Distribution Date following the Distribution Date on which the Class Principal Amounts of the Senior Certificates have each been reduced to zero or (ii) the later to occur of (x) the Distribution Date in January 2009 and (y) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose after giving effect to payments or other recoveries in respect of the Mortgage Loans during the related Collection Period but before giving effect to distributions on the Certificates on such Distribution Date) is greater than or equal to 35.60%.

Subordinate Certificate :  Any Class M Certificate or Class B Certificate.

Subordinate Maximum Interest Rate :  For (i) the Subordinate Certificates; (ii) the Group 1 Senior Certificates, with respect to each Distribution Date after the Distribution Date on which the aggregate Class Principal Amounts of the Group 2 Senior Certificates and Group 3 Senior Certificates has been reduced to zero; (iii) the Group 2 Senior Certificates, with respect to each Distribution Date after the Distribution Date on which the aggregate Class Principal Amounts of the Group 1 Senior Certificates and Group 3 Senior Certificates has been reduced to zero; and (iv) the Group 3 Senior Certificates, with respect to each Distribution Date after the Distribution Date on which the aggregate Class Principal Amounts of the Group 1 Senior Certificates and Group 2 Senior Certificates has been reduced to zero, the weighted average of the Pool 1 Maximum Interest Rate, the Pool 2 Maximum Interest Rate and the Pool 3 Maximum Interest Rate for such Distribution Date, weighted on the basis of (i) in the case of any Distribution Date on or before the date on which the aggregate Class Principal Amounts of the Senior Certificates relating to any two Mortgage Pools has been reduced to zero, the Pool Subordinate Amount and (ii) for any Distribution Date thereafter, such weighting shall be on the basis of the Pool Balance of each Mortgage Pool.   

Subordinate Net Funds Cap :  With respect to any Distribution Date, an amount equal to the weighted average of the Pool 1 Net Funds Cap, Pool 2 Net Funds Cap and Pool 3 Net Funds Cap, weighted on the basis of the Pool Subordinate Amount for each Mortgage Pool; provided, however , that on any Distribution Date after which the aggregate Class Principal Amount of the Senior Certificates relating to any two Mortgage Pools has been reduced to zero, such weighting shall be on the basis of the Pool Balance of each Mortgage Pool.

Subordinate Priority :  To the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class B1 and Class B2 Certificates, sequentially, in that order.

Subsequent Recovery :  Any amount recovered by a Servicer or the Master Servicer with respect to a Liquidated Mortgage Loan with respect to which a Realized Loss was incurred after the liquidation or disposition of such Mortgage Loan.

Substitution Amount :  The amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage Loan exceeds the Scheduled Principal Balance of the related Qualifying Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if applicable, plus unpaid interest thereon, any related unpaid Advances or Servicing Advances or unpaid Servicing Fees and the amount of any costs and damages incurred by the Trust Fund associated with a violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of such Deleted Mortgage Loan.

Supplemental Interest Trust :  The corpus of a trust created pursuant to Section 5.07 of this Agreement and designated as the “Supplemental Interest Trust,” consisting of the Swap Agreement, the Swap Account, the Interest Rate Cap Agreement, the Interest Rate Cap Account, the right to receive the Class X Distributable Amount as provided in Sections 5.02(g)(vi) and (vii), the Class LT4-I interest in REMIC 4 and the right to receive Class I Shortfalls.

Swap Account :  The account created pursuant to Section 5.07(a) of this Agreement.

Swap Agreement :  The interest rate swap agreement entered into by the Supplemental Interest Trust, which agreement provides for, among other things, a Net Swap Payment to be paid pursuant to the conditions provided therein, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit P.

Swap Amount :  With respect to each Distribution Date and the related Swap Payment Date, the sum of any Net Swap Payment and any Swap Termination Payment deposited into the Swap Account.

Swap Counterparty :  The counterparty to the Supplemental Interest Trust under the Swap Agreement, and any successor in interest or assigns.  Initially, the Swap Counterparty shall be HSBC Bank USA, National Association.

Swap Counterparty Trigger Event :  A Swap Counterparty Trigger Event shall have occurred if any of a Swap Default with respect to which the Swap Counterparty is a Defaulting Party, a Termination Event with respect to which the Swap Counterparty is the sole Affected Party or an Additional Termination Event with respect to which the Swap Counterparty is the sole Affected Party has occurred.

Swap Default :  Any of the circumstances constituting an “Event of Default” under the Swap Agreement.

Swap LIBOR :  With respect to any Distribution Date and the related Swap Payment Date (and the Accrual Period relating to such Distribution Date), the product of (i) the Floating Rate Option (as defined in the Swap Agreement) for the related Swap Payment Date, (ii) two, and (iii) the quotient of (a) the actual number of days in the Accrual Period for the Offered Certificates and the Class B1 and Class B2 Certificates and (b) 30, as calculated by the Swap Counterparty and furnished to the Securities Administrator.

Swap Payment Date :  For so long as the Swap Agreement is in effect or any amounts remain unpaid thereunder, the Business Day immediately preceding each Distribution Date.

Swap Replacement Receipts :  As defined in Section 5.09(a).

Swap Replacement Receipts Account :  As defined in Section 5.09(a).

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

Swap Termination Receipts :  As defined in Section 5.09(a).

Swap Termination Receipts Account :  As defined in Section 5.09(a).

Target Amount :  With respect to any Distribution Date, an amount equal to the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount.

Targeted Overcollateralization Amount :  With respect to any Distribution Date, an amount equal to $9,364,458.38 or approximately 0.50% of the Cut-off Date Balance.

Tax Matters Person :  The “tax matters person” as specified in the REMIC Provisions.

Telerate Page 3750 :  The display currently so designated as “Page 3750” on the Reuters Telerate Service (or such other page selected by the Securities Administrator as may replace Page 3750 on that service for the purpose of displaying daily comparable rates on prices).

Termination Event :  As defined in the Swap Agreement.

Termination Price :  As defined in Section 7.01.

Title Insurance Policy :  A title insurance policy maintained with respect to a Mortgage Loan.

Total Distribution Amount :  With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

Transfer Agreements :  As defined in the Mortgage Loan Sale Agreement.