FILED: NEW YORK COUNTY CLERK 01/29/ :41 PM INDEX NO /2017 NYSCEF DOC. NO. 71 RECEIVED NYSCEF: 01/29/2018

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2 1 of 442 1/26/2018, 2:07 PM <DOCUMENT> <TYPE>8-K <SEQUENCE>1 <FLENAME>dl txt <DESCRPTON>CURRENT <TEXT> REPORT SECURTES AND EXCHANGE COMMSSON WASHNGTON, D.C FORM 8-K â RELATNG THE POOLNG AND SERVCNG AGREEMENT CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2006 STRUCTURED ASSET MORTGAGE NVESTMENTS NC. (Exact name of registrant as specified in its charter) <TABLE> <S> <C> <C> (.R.S. DELAWARE (State or Other Jurisdiction (Commission dentification Employer of ncorporation) File Number) No.) 383 MADSON AVENUE NEW YORK, NEW YORK (Zip </TABLE> Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code, is (212) tem Financial Statements, Pro Forma Financial nformation and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits: 1. Pooling and Servicing Agreement, dated as of August 1, 2006, among

3 2 of 442 1/26/2018, 2:07 PM Structured Asset Mortgage nvestments nc., as depositor, Wells Fargo Bank National Association, as master servicer and as securities administrator, EMC Mortgage Corporation and JPMorgan Chase Bank, N.A., as trustee. 2. Yield Maintenance Agreements, dated September 5, 2006, between Bear Stearns Financial Products nc. and the Trustee on the behalf of Structured Asset Mortgage nvestments Trust 2006-AR7. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the Registrant by the undersigned thereunto duly authorized. STRUCTURED ASSET MORTGAGE NVESTMENTS NC. By: /s/ Baron Silverstein Name: Baron Silverstein Title: Vice President Dated: September 20, 2006 ~vz rr. ~ EXHBT NDEX Exhibit tem 601 (a) of Sequentially Page Number Regulation S-K Numbered Exhibit No. Description 1 4 Pooling and Servicing Agreement 4 Yield Maintenance Agreements STRUCTURED ASSET MORTGAGE NVESTMENTS NC., DEPOSTOR, JPMORGAN CHASE BANK, i N.A., TRUSTEE, WELLS FARGO BANK, NATONAL ASSOCATON, MASTER SERVCER, WELLS FARGO BANK, gi NATONAL ASSOCATON, i

4 3 of 442 1/26/2018, 2:07 PM â SECURTES ADMNSTRATOR, and EMC MORTGAGE CORPORATON POOLNG AND SERVCNG AGREEMENT Dated as of August 1, 2006 Structured Asset Mortgage nvestments Trust 2006-AR7 Mortgage Pass-Through Certificates Series AR7 TABLE OF CONTENTS <TABLE> <CAPTON> PAGE <S> <C> Article Definitions Section Definitions...2 Section Calculation of LBOR...42 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Article Conveyance of Mortgage Loans; Original ssuance of Certificates...44 ~ Section Conveyance of Mortgage Loans to Trustee...44 o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Acceptance of Trust Fund by Trustee...46 o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Agreement...48 Section Assignment of nterest in the Mortgage Loan Purchase Section Substitution of Mortgage Loans...49 o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o Section ssuance of Certificates...51 Depositor...51 Section Representations and Warranties Concerning the Section Covenants of the Master Servicer...52 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o Section Purposes and Powers of the Trust...53 o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o Article Administration and Servicing of Mortgage Loans...54 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Master Servicer...54 Section REMC-Related Covenants...55 o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Monitoring of the Servicer...55 Section Fidelity

5 4 of 442 1/26/2018, 2:07 PM Bond...56 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o Section Power to Act; Procedures...57 Section Due-on-Sale Clauses; Assumption Agreements ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Release of Mortgage Files...58 Held for Trustee.59 Section Documents, Records and Funds in Possession of Master Servicer To Be Section Standard Hazard nsurance and Flood nsurance Policies...60 Section Presentment of Claims and Collection of Proceeds ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 0 Section Maintenance of the Primary Mortgage nsurance Policies...60 Documents...61 Section Trustee to Retain Possession of Certain nsurance Policies and Section Realization Upon Defaulted Mortgage Loans...61 o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Compensation for the Servicer and the Master Servicer...61 Section REO Property ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Annual Statement as to Compliance...62 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 062 Reports...63 Section Assessments of Compliance and Attestation Section Reports Filed with Securities and Exchange Commission...65 Section ntention of the Parties and nterpretation...76 Section UCC...76 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Optional Purchase of Defaulted Mortgage Loans...76 o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Article V Accounts... 0 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~...78 Section Protected Accounts...78 Section Distribution Account...80 Section Permitted Withdrawals and Transfers from the Distribution Account ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 1 <CAPTON> PAGE <S> <C> Section Basis Risk Reserve Fund...83 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 0.83 Section The Reserve Fund and the Cap Contracts...84 Section Final Maturity Reserve Account ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

6 5 of 442 1/26/2018, 2:07 PM Section Supplemental Fund...87 Section Certificate nsurance Policy...88 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o88 Article V Certificates Section Certificates...91 Section Registration of Transfer and Exchange of Certificates Section Mutilated, Destroyed, Lost or Stolen ~ Certificates Section Persons Deemed Owners Section Transfer Restrictions on Residual Certificates Section Restrictions on Transferability of Certificates Section ERSA Restrictions Section Rule 144A nformation Section Appointment of Paying Agent and Certificate Registrar Article V Payments to Certificateholders Section Distributions on the Certificates Certificates Section Allocation of Losses and Subsequent Recoveries on Section Payments Section Statements to Certificateholders Section Monthly Advances Section Compensating nterest Payments Article V The Master Servicer Section Liabilities of the Master Servicer Section Merger or Consolidation of the Master Servicer Administrator Others Section ndemnification of the Trustee, the Custodian and the Securities Section Limitations on Liability of the Master Servicer and Section Master Servicer Not to Resign 'es â o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o Section Successor Master Servicer o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ o Section Sale and Assignment of Master Servicing Article V Default... ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~.127

7 6 of 442 1/26/2018, 2:07 PM Section "Event of Default" ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Trustee to Act; Appointment of Successor ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Notification to ~ Certificateholders Section Waiver of Defaults Section List of Certificateholders Article X Concerning the Trustee and the Securities Administrator Section Duties of Trustee and the Securities Administrator Section Certain Matters Affecting the Trustee and the Securities Administrator Section Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans <CAPTON> PAGE <S> <C> Certificates Section Trustee and Securities Administrator May Own Section Trustee's and Securities Administrator's Fees and Expenses o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Administrator Section Eligibility Requirements for Trustee, Paying Agent and Securities Section nsurance Administrator Administrator Administrator Section Resignation and Removal of the Trustee and Securities Section Successor Trustee, Paying Agent and Successor Securities Section Merger or Consolidation of Trustee, Paying Agent or Securities Section Appointment of Co-Trustee or Separate Trustee o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Administration..140 Section Federal nformation Returns and Reports to Certificateholders; REMC Article X Termination Liquidation of the Section Termination Upon Repurchase by the Depositor or its Designee or Mortgage Loans o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Additional Termination Requirements Article X Miscellaneous Provisions Section ntent of Parties ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

8 7 of 442 1/26/2018, 2:07 PM Section Amendment Section Recordation of Agreement Section Limitation on Rights of Certificateholders Section Acts of Certificateholders Section Governing Law ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ e Section Notices Section Severability of Provisions Section Successors and Assigns Section Article and Section Headings Section Counterparts ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Notice to Rating Agencies â o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Section Third Party Rights o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ </TABLE> iii EXHBTS Exhibit A-1 - Form of Class A Certificates Exhibit A-2 - Form of Class B Certificates Exhibit A-3 - Form of Class R Certificates Exhibit A-4 - Form of Class B-O Certificates Exhibit A-5 - Form of nterest-only Certificates Exhibit B - Mortgage Loan Schedule Exhibit C - Certificate nsurance Policy Exhibit D - Request for Release of Documents Exhibit E - Form of Affidavit pursuant to Section 860E(e) (4) Exhibit F-1 - Form of nvestment Letter Exhibit F-2 - Form of Rule 144A and Related Matters Certificate Exhibit F-3 - Form of Transferor Certificate for Non-Offered Certificates Exhibit G - Form of Custodial Agreement Exhibit H - Servicing Agreement Exhibit - Assignment Agreement with respect to the Servicing Agreement Exhibit J - Form of Mortgage Loan Purchase Agreement Exhibit K - Form of Trustee Limited Power of Attorney Exhibit L - Servicing Criteria to be Addressed in Assessment of Compliance Exhibit M-1 - Form of Back-Up Certification Exhibit M-2 - Form of Certification from the Securities Administrator to the Depositor Exhibit N - Form of Cap Contracts Exhibit 0 - Form of 10-D, Form 8-K and Form 10-K Reporting Responsibilities Exhibit P - Form of Additional Disclosure Notice SCHEDULES

9 8 of 442 1/26/2018, 2:07 PM Schedule A - Schedule of Strike Prices and Projected Principal Balances (Cap Contracts) Schedule B - [Reserved] Schedule C - Coupon Strip Reserve Account Schedule iv POOLNG AND SERVCNG AGREEMENT Pooling and Servicing Agreement, dated as of August 1, 2006, among Structured Asset Mortgage nvestments nc., a Delaware corporation, as depositor (the "Depositor" "Depositor"), JPMorgan Chase Bank, N.A., a banking association organized under the laws of the United States of America, not in its individual capacity but solely as trustee (the "Trustee" "Trustee"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator" Administrator"), and EMC Mortgage Corporation ("EMC"). PRELMNARY STATEMENT On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from EMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMC to be treated for federal income tax purposes as a REMC. On the Startup Day, the REMC Regular nterests will be designated "regular in such REMC and the Class R- Certificate will be designated the "residual in such REMC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMC to be treated for federal income tax purposes as a REMC. On the Startup Day, the REMC Regular Certificates will be designated "regular in such REMC and the Class R- Certificate will be designated the "residual in such REMC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMC to be treated for federal income tax purposes as a REMC. On the Startup Day, the REMC Regular Certificates will be designated "regular in such REMC and the Class R- Certificate will be designated the "residual in such REMC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMC V to be treated for federal income tax purposes as a REMC. On the Startup Day, the REMC V Regular Certificates will be designated "regular in such REMC and the Class R-V Certificate will be designated the "residual in such REMC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMC V to be treated for federal income tax purposes as a REMC. On the Startup Day, the REMC V Regular Certificates will be designated "regular in such REMC and the Class R-V Certificate will be designated the "residual in such REMC. The aggregate Outstanding Principal Balance of the Mortgage Loans as of the Cut-off Date, after application of scheduled payments due whether or not received, is $2,937,029,500.

10 9 of 442 1/26/2018, 2:07 PM n consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, EMC and the Trustee agree as follows: Article Definitions Section Definitions. Whenever used in this Agreement, the following words and phrases, unless otherwise expressly provided or unless the context otherwise requires, shall have the meanings specified in this Article. Accepted Master Servicing Practices: With respect to any Mortgage Loan, as applicable, those customary mortgage master servicing practices of prudent institutions that 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 (except in its capacity as successor to the Servicer). Account: The Distribution Account, the Supplemental Fund, the Basis Risk Reserve Fund, the Reserve Fund or the Protected Accounts, as the context may require. Actual Monthly Payments: For any Mortgage Loan and each Due Period, the actual monthly payments of principal and interest received during such month on such Mortgage Loan. Additional Disclosure: As defined in Section Additional Form 10-D Disclosure: As defined in Section Additional Form 10-K Disclosure: As defined in Section Adjustable Rate Certificates: The Class A-lB and Class A-2B Certificates and the Offered Certificates, other than the nterest-only Certificates. Adjusted Rate Cap: With respect to each Class of Adjustable Rate Certificates, each Distribution Date and the related Due Period, (A) the sum of (1) the scheduled Monthly Payments owed on the Mortgage Loans for such Due Period less the related Servicing Fees and (2) the Actual Monthly Payments received in excess of such scheduled Monthly Payments, minus (B) the sum of (i) the Coupon Strip, if any, payable to the Final Maturity Reserve Account with respect to such Distribution Date, (ii) the interest payable to the Class X Certificates with respect to such Distribution Date and (iii) the portion of the Aggregate Premium Amount payable to the Certificate nsurer with respect to such Distribution Date, in each case expressed as a per annum rate calculated on the basis of the aggregate Scheduled Principal Balance of the Mortgage Loans for such Due Period and further reflecting the accrual of interest on an actual/360 basis. Affiliate: As to any Person, any other Person controlling, controlled by or under common control with such Person. "Control" means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise. "Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee may conclusively presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee has actual knowledge to the contrary. Agreement: This Pooling and Servicing Agreement and all amendments

11 13 of 442 1/26/2018, 2:07 PM Agreements, dated September 5, 2006, entered into by the Cap Contract Provider and the Trustee on behalf of the Trust and relating to the Adjustable Rate Certificates. Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the amounts received from such Cap Contract, if any, on such Distribution Date. Cap Contract Provider: Bear Stearns Financial Products nc. Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest in the Trust Fund signed by the Trustee and countersigned by the Certificate Registrar in substantially the form annexed hereto as Exhibits A-1, A-2, A-3, A-4 or A-5, as applicable, with the blanks therein appropriately completed. Certificate nsurance Policy: The Certificate nsurance Policy, dated as of September 5, 2006, endorsed by the Certificate nsurer to the Trustee on behalf of the Holders of the nsured Certificates, a copy of which is attached hereto as Exhibit C. Certificate nsurer: Ambac Assurance Corporation. Certificate nsurer Default: The existence and continuance of any of the following: (a) a failure by the Certificate nsurer to make a payment required under the Certificate nsurance Policy in accordance with its terms; (b) the entry of a decree or order of a court or agency having jurisdiction in respect of the Certificate nsurer in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law appointing a conservator or receiver or liquidator or other similar official of the Certificate nsurer or of any substantial part of its property, or the entering of an order for the winding up or liquidation of the affairs of the Certificate nsurer and the continuance of any such decree or order undischarged or unstayed and in force for a period of 90 consecutive days; (c) the Certificate nsurer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Certificate nsurer or of or relating to all or substantially all of its property; or (d) the Certificate nsurer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of or otherwise voluntarily commence a case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. Certificate Principal Balance: With respect to any Class of Certificate (other than a Residual Certificate) as of any Distribution Date, the initial principal amount of such Certificate on the Closing Date, plus the amount of any related Net Deferred nterest allocated thereto on such Distribution Date and on any previous Distribution Dates, plus any Subsequent Recoveries added to the Certificate Principal Balance thereof (other than an nterest-only Certificate) pursuant to Section 6.02 hereof, minus the sum of (i) all amounts previously distributed on such Certificate with respect to principal, and (ii) any Applied Realized Loss Amounts allocated to such Certificate (other than an nterest-only Certificate) on previous Distribution Dates. With respect to any such Class of Certificates, the Certificate Principal Balance thereof will equal the sum of the Certificate Principal Balances of all Certificates in such Class. 6 Certificate Owner: Any Person who is the beneficial owner of a

12 120 of 442 1/26/2018, 2:07 PM on each such Class' allocated share, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount for each such Class for such Distribution Date; eleventh, from any remaining Net Monthly Excess Cashflow, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, sequentially, in that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount, in each case for such Class for such Distribution Date; twelfth, from any remaining Net Monthly Excess Cashflow, first to the Senior Certificates, pro rata, based on each such Class' allocated share, and then to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, sequentially, in that order, such respective Certificates' allocated share of any Prepayment nterest Shortfalls to the extent not covered by Compensating nterest Payments and any shortfalls resulting from the application 115 of the Relief Act or similar state laws, in each case without interest accrued thereon; thirteenth, if the Supplemental Fund has not been terminated pursuant to Section 4.07, to the Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Supplemental Fund, would equal $250,000; fourteenth, from any remaining Net Monthly Excess Cashflow, to the Class B-O Certificates, the Class B-O Distribution Amount; and fifteenth, any remaining amounts to the Residual Certificates based on the related REMC in which such amounts remain. Certificates. Section Allocation of Losses and Subsequent Recoveries on (a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the immediately preceding calendar month. (b) With respect to the Class A and Class B Certificates on any Distribution Date, the Applied Realized Loss Amount for the Mortgage Loans shall be allocated as follows: first, to the Class B-7 Certificates until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-6 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-5 Certificates until the Certificate Principal Balance thereof has been reduced to zero;

13 121 of 442 1/26/2018, 2:07 PM fourth, to the Class B-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class B-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and eighth, to the Class A Certificates sequentially, as follows: and (1) to the Class A-13A and Class A-13B Certificates, pro rata; (2) concurrently, pro rata, as follows: 116 (a) first, (i) to the Class A-2A, Class A-2B, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, pro rata, and thereafter, (ii) to the Class A-1A and Class A-1B Certificates, pro rata; and (b) first, (i) to the Class A-12 Certificates, and thereafter, (ii) to the Class A-8, Class A-9, Class A-10 and Class A-11 Certificates, pro rata, in each case until the Certificate Principal Balance of each such Class has been reduced to zero; (c) Within each foregoing Class of Certificates, the principal portion of any Realized Losses on the Mortgage Loans will be allocated to each Certificate pro rata based upon the respective Certificate Principal Balance of such Certificate. The principal portion of any allocation of Realized Losses on the Mortgage Loans shall be accomplished by reducing the Certificate Principal Balance of the applicable Certificates on the related Distribution Date. (d) Realized Losses on the Mortgage Loans shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to distributions made on such Distribution Date. Section Payments. (a) On each Distribution Date, other than the final Distribution Date, the Paying Agent shall distribute, to the extent of funds then on deposit in the Distribution Account, to each Certificateholder of record on the immediately preceding Record Date (other than each Certificateholder of record of the Residual Certificates) the Certificateholder's pro rata share of its Class of Certificates (based on the aggregate Fractional Undivided nterest represented by such Holder's Certificates) of all amounts required to be distributed on such Distribution Date to such Class of Certificates, based on information provided to the Securities Administrator by the Master Servicer. The Securities Administrator shall calculate the amount to be distributed to each