AMERIQUEST MORTGAGE SECURITIES INC.

Depositor

AMERIQUEST MORTGAGE COMPANY

Master Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2005

ASSET-BACKED PASS-THROUGH CERTIFICATES

SERIES 2005-R4

TABLE OF CONTENTS

SECTION

ARTICLE I

DEFINITIONS

SECTION 1.01.	Defined Terms.
SECTION 1.02.	Allocation of Certain Interest Shortfalls.
SECTION 1.03.	Rights of the NIMS Insurer.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.	Conveyance of Mortgage Loans.
SECTION 2.02.	Acceptance of REMIC I by the Trustee.
SECTION 2.03.	Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor; Payment of Prepayment Charge Payment Amounts.
SECTION 2.04.	[Reserved].
SECTION 2.05.	Representations, Warranties and Covenants of the Master Servicer.
SECTION 2.06.	Issuance of the REMIC I Regular Interests and the Class R-I Interest.
SECTION 2.07.	Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II, REMIC III and REMIC IV by the Trustee.
SECTION 2.08.	Issuance of Class R Certificates.
SECTION 2.09.	Conveyance of the Subsequent Mortgage Loans.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

SECTION 3.01.	Master Servicer to Act as Master Servicer.
SECTION 3.02.	Collection of Certain Mortgage Loan Payments.
SECTION 3.03.	[Reserved].
SECTION 3.04.	Collection Account, Escrow Account and Distribution Account.
SECTION 3.05.	Permitted Withdrawals From the Collection Account, Escrow Account and Distribution Account.
SECTION 3.06.	Investment of Funds in the Collection Account, the Escrow Account, the REO Account and the Distribution Account.
SECTION 3.07.	Payment of Taxes, Insurance and Other Charges.
SECTION 3.08.	Maintenance of Hazard Insurance.
SECTION 3.09.	Maintenance of Mortgage Blanket Insurance.
SECTION 3.10.	Fidelity Bond; Errors and Omissions Insurance.
SECTION 3.11.	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
SECTION 3.12.	Realization Upon Defaulted Mortgage Loans.
SECTION 3.13.	Title, Management and Disposition of REO Property.
SECTION 3.14.	[Reserved].

SECTION 3.15.	Reports of Foreclosure and Abandonment of Mortgaged Properties.
SECTION 3.16.	Optional Purchase of Defaulted Mortgage Loans.
SECTION 3.17.	Trustee to Cooperate; Release of Mortgage Files.
SECTION 3.18.	Servicing Compensation.
SECTION 3.19.	Statement as to Compliance.
SECTION 3.20.	Independent Public Accountants’ Servicing Report.
SECTION 3.21.	Access to Certain Documentation.
SECTION 3.22.	PMI Policies; Claims Under the PMI Policies.
SECTION 3.23.	Advance Facility.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.	Distributions.
SECTION 4.02.	Statements to Certificateholders.
SECTION 4.03.	Remittance Reports and Other Reports to the Trustee; Advances; Payments in Respect of Prepayment Interest Shortfalls.
SECTION 4.04.	Allocation of Realized Losses.
SECTION 4.05.	Compliance with Withholding Requirements.
SECTION 4.06.	Commission Reporting.
SECTION 4.07.	Pre-Funding Accounts.
SECTION 4.08.	Interest Coverage Accounts.
SECTION 4.09.	[Reserved].
SECTION 4.10.	Swap Account
SECTION 4.11.	Net WAC Rate Carryover Reserve Account.
SECTION 4.12.	Tax Treatment of Swap Payments and Swap Termination Payments.

ARTICLE V

THE CERTIFICATES

SECTION 5.01.	The Certificates.
SECTION 5.02.	Registration of Transfer and Exchange of Certificates.
SECTION 5.03.	Mutilated, Destroyed, Lost or Stolen Certificates.
SECTION 5.04.	Persons Deemed Owners.
SECTION 5.05.	Certain Available Information.

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01.	Liability of the Depositor and the Master Servicer.
SECTION 6.02.	Merger or Consolidation of the Depositor or the Master Servicer.
SECTION 6.03.	Limitation on Liability of the Depositor, the Master Servicer and Others.
SECTION 6.04.	Limitation on Resignation of the Master Servicer.

SECTION 6.05.	Rights of the Depositor in Respect of the Master Servicer.
SECTION 6.06.	Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.
SECTION 6.07.	Successor Sub-Servicers.
SECTION 6.08.	Liability of the Master Servicer.
SECTION 6.09.	No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Trustee or Certificateholders.
SECTION 6.10.	Assumption or Termination of Sub-Servicing Agreements by Trustee.
SECTION 6.11.	Sub-Servicing Accounts.

ARTICLE VII

DEFAULT

SECTION 7.01.	Master Servicer Events of Default.
SECTION 7.02.	Trustee to Act; Appointment of Successor.
SECTION 7.03.	Notification to Certificateholders.
SECTION 7.04.	Waiver of Master Servicer Events of Default.

ARTICLE VIII

CONCERNING THE TRUSTEE

SECTION 8.01.	Duties of Trustee.
SECTION 8.02.	Certain Matters Affecting the Trustee.
SECTION 8.03.	The Trustee Not Liable for Certificates or Mortgage Loans.
SECTION 8.04.	Trustee May Own Certificates.
SECTION 8.05.	Trustee’s Fees and Expenses.
SECTION 8.06.	Eligibility Requirements for Trustee.
SECTION 8.07.	Resignation and Removal of the Trustee.
SECTION 8.08.	Successor Trustee.
SECTION 8.09.	Merger or Consolidation of Trustee.
SECTION 8.10.	Appointment of Co-Trustee or Separate Trustee.
SECTION 8.11.	Appointment of Custodians.
SECTION 8.12.	Appointment of Office or Agency.
SECTION 8.13.	Representations and Warranties of the Trustee.

ARTICLE IX

TERMINATION

SECTION 9.01.	Termination Upon Repurchase or Liquidation of All Mortgage Loans.
SECTION 9.02.	Additional Termination Requirements.

ARTICLE X

REMIC PROVISIONS

SECTION 10.01.	REMIC Administration.
SECTION 10.02.	Prohibited Transactions and Activities.
SECTION 10.03.	Master Servicer and Trustee Indemnification.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01.	Amendment.
SECTION 11.02.	Recordation of Agreement; Counterparts.
SECTION 11.03.	Limitation on Rights of Certificateholders.
SECTION 11.04.	Governing Law.
SECTION 11.05.	Notices.
SECTION 11.06.	Severability of Provisions.
SECTION 11.07.	Notice to Rating Agencies and the NIMS Insurer.
SECTION 11.08.	Article and Section References.
SECTION 11.09.	Grant of Security Interest.
SECTION 11.10.	Third Party Rights.

Exhibits

Exhibit A-1A	Form of Class A-1A Certificate
Exhibit A-1B	Form of Class A-1B Certificate
Exhibit A-2A	Form of Class A-2A Certificate
Exhibit A-2B	Form of Class A-2B Certificate
Exhibit A-2C	Form of Class A-2C Certificate
Exhibit A-2D	Form of Class A-2D Certificate
Exhibit A-M-1	Form of Class M-1 Certificate
Exhibit A-M-2	Form of Class M-2 Certificate
Exhibit A-M-3	Form of Class M-3 Certificate
Exhibit A-M-4	Form of Class M-4 Certificate
Exhibit A-M-5	Form of Class M-5 Certificate
Exhibit A-M-6	Form of Class M-6 Certificate
Exhibit A-M-7	Form of Class M-7 Certificate
Exhibit A-M-8	Form of Class M-8 Certificate
Exhibit A-M-9	Form of Class M-9 Certificate
Exhibit A-M-10	Form of Class M-10 Certificate
Exhibit A-M-11	Form of Class M-11 Certificate
Exhibit A-CE	Form of Class CE Certificate
Exhibit A-P	Form of Class P Certificate
Exhibit A-R	Form of Class R Certificate
Exhibit B	Form of Lost Note Affidavit
Exhibit C-1	Form of Trustee’s Initial Certification
Exhibit C-2	Form of Trustee’s Final Certification
Exhibit C-3	Form of Trustee’s Receipt of Mortgage Note
Exhibit D	Form of Mortgage Loan Purchase Agreement
Exhibit E	Request for Release
Exhibit F-1	Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of Class CE and Class P Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2	Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates
Exhibit G	Form of Certification with respect to ERISA and the Code
Exhibit H	Form of Interest Rate Swap Agreement
Exhibit I	Loss Mitigation Action Plan
Exhibit J-1	Form of Certification to Be Provided by the Depositor with Form 10-K
Exhibit J-2	Form of Certification to Be Provided to Depositor by the Trustee
Exhibit K	Annual Statement of Compliance pursuant to Section 3.19
Exhibit L	Form of Addition Notice
Exhibit M	Form of Subsequent Transfer Instrument

Schedule 1	Mortgage Loan Schedule
Schedule 2	Prepayment Charge Schedule

This Pooling and Servicing Agreement, is dated and effective as of May 1, 2005, among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor, AMERIQUEST MORTGAGE COMPANY, as Master Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate shall evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund shall consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement.

REMIC I

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than any Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account, the Swap Account and the Interest Rate Swap Agreement) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC I.” The Class R-I Interest shall be the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests shall be certificated.

Designation	REMIC I Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
I-LT1	Variable⁽²⁾	$	1,291,301,743.92	July 25, 2035
I-LT1PF	Variable⁽²⁾	$	322,826,405.67	July 25, 2035
I-LT2	Variable⁽²⁾	$	308,697,370.82	July 25, 2035
I-LT2PF	Variable⁽²⁾	$	77,174,379.59	July 25, 2035
I-LTP	Variable⁽²⁾	$	100.00	July 25, 2035

________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.
⁽²⁾	Calculated in accordance with the definition of “REMIC I Remittance Rate” herein.

REMIC II

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC II.” The Class R-II Interest shall evidence the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests shall be certificated.

Designation	REMIC II Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
I	Variable⁽²⁾	$	12,515,582.10	July 25, 2035
I-1-A	Variable⁽²⁾	$	9,033,568.62	July 25, 2035
I-1-B	Variable⁽²⁾	$	9,033,568.62	July 25, 2035
I-2-A	Variable⁽²⁾	$	11,188,694.15	July 25, 2035
I-2-B	Variable⁽²⁾	$	11,188,694.15	July 25, 2035
I-3-A	Variable⁽²⁾	$	13,328,407.78	July 25, 2035
I-3-B	Variable⁽²⁾	$	13,328,407.78	July 25, 2035
I-4-A	Variable⁽²⁾	$	15,435,929.64	July 25, 2035
I-4-B	Variable⁽²⁾	$	15,435,929.64	July 25, 2035
I-5-A	Variable⁽²⁾	$	17,494,006.71	July 25, 2035
I-5-B	Variable⁽²⁾	$	17,494,006.71	July 25, 2035
I-6-A	Variable⁽²⁾	$	19,485,094.44	July 25, 2035
I-6-B	Variable⁽²⁾	$	19,485,094.44	July 25, 2035
I-7-A	Variable⁽²⁾	$	21,384,254.53	July 25, 2035
I-7-B	Variable⁽²⁾	$	21,384,254.53	July 25, 2035
I-8-A	Variable⁽²⁾	$	22,805,789.03	July 25, 2035
I-8-B	Variable⁽²⁾	$	22,805,789.03	July 25, 2035
I-9-A	Variable⁽²⁾	$	24,124,655.90	July 25, 2035
I-9-B	Variable⁽²⁾	$	24,124,655.90	July 25, 2035
I-10-A	Variable⁽²⁾	$	25,325,799.35	July 25, 2035
I-10-B	Variable⁽²⁾	$	25,325,799.35	July 25, 2035
I-11-A	Variable⁽²⁾	$	24,727,127.25	July 25, 2035
I-11-B	Variable⁽²⁾	$	24,727,127.25	July 25, 2035
I-12-A	Variable⁽²⁾	$	24,126,955.02	July 25, 2035
I-12-B	Variable⁽²⁾	$	24,126,955.02	July 25, 2035
I-13-A	Variable⁽²⁾	$	23,138,885.58	July 25, 2035
I-13-B	Variable⁽²⁾	$	23,138,885.58	July 25, 2035
I-14-A	Variable⁽²⁾	$	22,191,691.92	July 25, 2035
I-14-B	Variable⁽²⁾	$	22,191,691.92	July 25, 2035
I-15-A	Variable⁽²⁾	$	21,283,667.10	July 25, 2035
I-15-B	Variable⁽²⁾	$	21,283,667.10	July 25, 2035
I-16-A	Variable⁽²⁾	$	20,413,178.84	July 25, 2035
I-16-B	Variable⁽²⁾	$	20,413,178.84	July 25, 2035
I-17-A	Variable⁽²⁾	$	19,578,663.43	July 25, 2035
I-17-B	Variable⁽²⁾	$	19,578,663.43	July 25, 2035

I-18-A	Variable⁽²⁾	$	18,778,622.78	July 25, 2035
I-18-B	Variable⁽²⁾	$	18,778,622.78	July 25, 2035
I-19-A	Variable⁽²⁾	$	18,011,620.31	July 25, 2035
I-19-B	Variable⁽²⁾	$	18,011,620.31	July 25, 2035
I-20-A	Variable⁽²⁾	$	17,276,282.00	July 25, 2035
I-20-B	Variable⁽²⁾	$	17,276,282.00	July 25, 2035
I-21-A	Variable⁽²⁾	$	16,658,006.31	July 25, 2035
I-21-B	Variable⁽²⁾	$	16,658,006.31	July 25, 2035
I-22-A	Variable⁽²⁾	$	40,500,910.07	July 25, 2035
I-22-B	Variable⁽²⁾	$	40,500,910.07	July 25, 2035
I-23-A	Variable⁽²⁾	$	35,352,674.25	July 25, 2035
I-23-B	Variable⁽²⁾	$	35,352,674.25	July 25, 2035
I-24-A	Variable⁽²⁾	$	36,917,956.96	July 25, 2035
I-24-B	Variable⁽²⁾	$	36,917,956.96	July 25, 2035
I-25-A	Variable⁽²⁾	$	31,753,055.26	July 25, 2035
I-25-B	Variable⁽²⁾	$	31,753,055.26	July 25, 2035
I-26-A	Variable⁽²⁾	$	15,171,609.07	July 25, 2035
I-26-B	Variable⁽²⁾	$	15,171,609.07	July 25, 2035
I-27-A	Variable⁽²⁾	$	13,734,001.89	July 25, 2035
I-27-B	Variable⁽²⁾	$	13,734,001.89	July 25, 2035
I-28-A	Variable⁽²⁾	$	9,506,812.87	July 25, 2035
I-28-B	Variable⁽²⁾	$	9,506,812.87	July 25, 2035
I-29-A	Variable⁽²⁾	$	9,083,092.10	July 25, 2035
I-29-B	Variable⁽²⁾	$	9,083,092.10	July 25, 2035
I-30-A	Variable⁽²⁾	$	8,678,834.68	July 25, 2035
I-30-B	Variable⁽²⁾	$	8,678,834.68	July 25, 2035
I-31-A	Variable⁽²⁾	$	8,293,120.58	July 25, 2035
I-31-B	Variable⁽²⁾	$	8,293,120.58	July 25, 2035
I-32-A	Variable⁽²⁾	$	7,925,086.22	July 25, 2035
I-32-B	Variable⁽²⁾	$	7,925,086.22	July 25, 2035
I-33-A	Variable⁽²⁾	$	7,573,900.34	July 25, 2035
I-33-B	Variable⁽²⁾	$	7,573,900.34	July 25, 2035
I-34-A	Variable⁽²⁾	$	7,238,759.90	July 25, 2035
I-34-B	Variable⁽²⁾	$	7,238,759.90	July 25, 2035
I-35-A	Variable⁽²⁾	$	6,917,526.19	July 25, 2035
I-35-B	Variable⁽²⁾	$	6,917,526.19	July 25, 2035
I-36-A	Variable⁽²⁾	$	6,612,357.08	July 25, 2035
I-36-B	Variable⁽²⁾	$	6,612,357.08	July 25, 2035
I-37-A	Variable⁽²⁾	$	6,320,802.14	July 25, 2035
I-37-B	Variable⁽²⁾	$	6,320,802.14	July 25, 2035
I-38-A	Variable⁽²⁾	$	6,042,909.78	July 25, 2035
I-38-B	Variable⁽²⁾	$	6,042,909.78	July 25, 2035
I-39-A	Variable⁽²⁾	$	5,777,648.99	July 25, 2035
I-39-B	Variable⁽²⁾	$	5,777,648.99	July 25, 2035
I-40-A	Variable⁽²⁾	$	5,524,430.61	July 25, 2035
I-40-B	Variable⁽²⁾	$	5,524,430.61	July 25, 2035
I-41-A	Variable⁽²⁾	$	5,282,695.73	July 25, 2035

I-41-B	Variable⁽²⁾	$	5,282,695.73	July 25, 2035
I-42-A	Variable⁽²⁾	$	5,051,907.68	July 25, 2035
I-42-B	Variable⁽²⁾	$	5,051,907.68	July 25, 2035
I-43-A	Variable⁽²⁾	$	4,831,561.01	July 25, 2035
I-43-B	Variable⁽²⁾	$	4,831,561.01	July 25, 2035
I-44-A	Variable⁽²⁾	$	4,621,167.46	July 25, 2035
I-44-B	Variable⁽²⁾	$	4,621,167.46	July 25, 2035
I-45-A	Variable⁽²⁾	$	4,420,268.02	July 25, 2035
I-45-B	Variable⁽²⁾	$	4,420,268.02	July 25, 2035
I-46-A	Variable⁽²⁾	$	4,228,420.80	July 25, 2035
I-46-B	Variable⁽²⁾	$	4,228,420.80	July 25, 2035
I-47-A	Variable⁽²⁾	$	4,045,208.17	July 25, 2035
I-47-B	Variable⁽²⁾	$	4,045,208.17	July 25, 2035
I-48-A	Variable⁽²⁾	$	3,870,229.60	July 25, 2035
I-48-B	Variable⁽²⁾	$	3,870,229.60	July 25, 2035
I-49-A	Variable⁽²⁾	$	3,703,105.79	July 25, 2035
I-49-B	Variable⁽²⁾	$	3,703,105.79	July 25, 2035
I-50-A	Variable⁽²⁾	$	3,543,471.53	July 25, 2035
I-50-B	Variable⁽²⁾	$	3,543,471.53	July 25, 2035
I-51-A	Variable⁽²⁾	$	82,491,858.25	July 25, 2035
I-51-B	Variable⁽²⁾	$	82,491,858.25	July 25, 2035
II	Variable⁽²⁾	$	2,991,985.40	July 25, 2035
II-1-A	Variable⁽²⁾	$	2,159,555.13	July 25, 2035
II-1-B	Variable⁽²⁾	$	2,159,555.13	July 25, 2035
II-2-A	Variable⁽²⁾	$	2,674,757.10	July 25, 2035
II-2-B	Variable⁽²⁾	$	2,674,757.10	July 25, 2035
II-3-A	Variable⁽²⁾	$	3,186,274.72	July 25, 2035
II-3-B	Variable⁽²⁾	$	3,186,274.72	July 25, 2035
II-4-A	Variable⁽²⁾	$	3,690,096.61	July 25, 2035
II-4-B	Variable⁽²⁾	$	3,690,096.61	July 25, 2035
II-5-A	Variable⁽²⁾	$	4,182,098.29	July 25, 2035
II-5-B	Variable⁽²⁾	$	4,182,098.29	July 25, 2035
II-6-A	Variable⁽²⁾	$	4,658,085.56	July 25, 2035
II-6-B	Variable⁽²⁾	$	4,658,085.56	July 25, 2035
II-7-A	Variable⁽²⁾	$	5,112,096.72	July 25, 2035
II-7-B	Variable⁽²⁾	$	5,112,096.72	July 25, 2035
II-8-A	Variable⁽²⁾	$	5,451,927.22	July 25, 2035
II-8-B	Variable⁽²⁾	$	5,451,927.22	July 25, 2035
II-9-A	Variable⁽²⁾	$	5,767,214.10	July 25, 2035
II-9-B	Variable⁽²⁾	$	5,767,214.10	July 25, 2035
II-10-A	Variable⁽²⁾	$	6,054,358.15	July 25, 2035
II-10-B	Variable⁽²⁾	$	6,054,358.15	July 25, 2035
II-11-A	Variable⁽²⁾	$	5,911,240.25	July 25, 2035
II-11-B	Variable⁽²⁾	$	5,911,240.25	July 25, 2035
II-12-A	Variable⁽²⁾	$	5,767,763.73	July 25, 2035
II-12-B	Variable⁽²⁾	$	5,767,763.73	July 25, 2035
II-13-A	Variable⁽²⁾	$	5,531,556.92	July 25, 2035

II-13-B	Variable⁽²⁾	$	5,531,556.92	July 25, 2035
II-14-A	Variable⁽²⁾	$	5,305,121.83	July 25, 2035
II-14-B	Variable⁽²⁾	$	5,305,121.83	July 25, 2035
II-15-A	Variable⁽²⁾	$	5,088,050.40	July 25, 2035
II-15-B	Variable⁽²⁾	$	5,088,050.40	July 25, 2035
II-16-A	Variable⁽²⁾	$	4,879,952.41	July 25, 2035
II-16-B	Variable⁽²⁾	$	4,879,952.41	July 25, 2035
II-17-A	Variable⁽²⁾	$	4,680,454.07	July 25, 2035
II-17-B	Variable⁽²⁾	$	4,680,454.07	July 25, 2035
II-18-A	Variable⁽²⁾	$	4,489,197.22	July 25, 2035
II-18-B	Variable⁽²⁾	$	4,489,197.22	July 25, 2035
II-19-A	Variable⁽²⁾	$	4,305,838.44	July 25, 2035
II-19-B	Variable⁽²⁾	$	4,305,838.44	July 25, 2035
II-20-A	Variable⁽²⁾	$	4,130,049.25	July 25, 2035
II-20-B	Variable⁽²⁾	$	4,130,049.25	July 25, 2035
II-21-A	Variable⁽²⁾	$	3,982,244.94	July 25, 2035
II-21-B	Variable⁽²⁾	$	3,982,244.94	July 25, 2035
II-22-A	Variable⁽²⁾	$	9,682,103.68	July 25, 2035
II-22-B	Variable⁽²⁾	$	9,682,103.68	July 25, 2035
II-23-A	Variable⁽²⁾	$	8,451,372.00	July 25, 2035
II-23-B	Variable⁽²⁾	$	8,451,372.00	July 25, 2035
II-24-A	Variable⁽²⁾	$	8,825,566.79	July 25, 2035
II-24-B	Variable⁽²⁾	$	8,825,566.79	July 25, 2035
II-25-A	Variable⁽²⁾	$	7,590,850.99	July 25, 2035
II-25-B	Variable⁽²⁾	$	7,590,850.99	July 25, 2035
II-26-A	Variable⁽²⁾	$	3,626,908.43	July 25, 2035
II-26-B	Variable⁽²⁾	$	3,626,908.43	July 25, 2035
II-27-A	Variable⁽²⁾	$	3,283,235.61	July 25, 2035
II-27-B	Variable⁽²⁾	$	3,283,235.61	July 25, 2035
II-28-A	Variable⁽²⁾	$	2,272,688.38	July 25, 2035
II-28-B	Variable⁽²⁾	$	2,272,688.38	July 25, 2035
II-29-A	Variable⁽²⁾	$	2,171,394.15	July 25, 2035
II-29-B	Variable⁽²⁾	$	2,171,394.15	July 25, 2035
II-30-A	Variable⁽²⁾	$	2,074,752.82	July 25, 2035
II-30-B	Variable⁽²⁾	$	2,074,752.82	July 25, 2035
II-31-A	Variable⁽²⁾	$	1,982,544.42	July 25, 2035
II-31-B	Variable⁽²⁾	$	1,982,544.42	July 25, 2035
II-32-A	Variable⁽²⁾	$	1,894,562.53	July 25, 2035
II-32-B	Variable⁽²⁾	$	1,894,562.53	July 25, 2035
II-33-A	Variable⁽²⁾	$	1,810,608.41	July 25, 2035
II-33-B	Variable⁽²⁾	$	1,810,608.41	July 25, 2035
II-34-A	Variable⁽²⁾	$	1,730,490.10	July 25, 2035
II-34-B	Variable⁽²⁾	$	1,730,490.10	July 25, 2035
II-35-A	Variable⁽²⁾	$	1,653,696.31	July 25, 2035
II-35-B	Variable⁽²⁾	$	1,653,696.31	July 25, 2035
II-36-A	Variable⁽²⁾	$	1,580,742.92	July 25, 2035
II-36-B	Variable⁽²⁾	$	1,580,742.92	July 25, 2035

II-37-A	Variable⁽²⁾	$	1,511,044.11	July 25, 2035
II-37-B	Variable⁽²⁾	$	1,511,044.11	July 25, 2035
II-38-A	Variable⁽²⁾	$	1,444,611.47	July 25, 2035
II-38-B	Variable⁽²⁾	$	1,444,611.47	July 25, 2035
II-39-A	Variable⁽²⁾	$	1,381,198.51	July 25, 2035
II-39-B	Variable⁽²⁾	$	1,381,198.51	July 25, 2035
II-40-A	Variable⁽²⁾	$	1,320,664.39	July 25, 2035
II-40-B	Variable⁽²⁾	$	1,320,664.39	July 25, 2035
II-41-A	Variable⁽²⁾	$	1,262,875.52	July 25, 2035
II-41-B	Variable⁽²⁾	$	1,262,875.52	July 25, 2035
II-42-A	Variable⁽²⁾	$	1,207,703.57	July 25, 2035
II-42-B	Variable⁽²⁾	$	1,207,703.57	July 25, 2035
II-43-A	Variable⁽²⁾	$	1,155,027.74	July 25, 2035
II-43-B	Variable⁽²⁾	$	1,155,027.74	July 25, 2035
II-44-A	Variable⁽²⁾	$	1,104,731.29	July 25, 2035
II-44-B	Variable⁽²⁾	$	1,104,731.29	July 25, 2035
II-45-A	Variable⁽²⁾	$	1,056,704.48	July 25, 2035
II-45-B	Variable⁽²⁾	$	1,056,704.48	July 25, 2035
II-46-A	Variable⁽²⁾	$	1,010,841.70	July 25, 2035
II-46-B	Variable⁽²⁾	$	1,010,841.70	July 25, 2035
II-47-A	Variable⁽²⁾	$	967,043.08	July 25, 2035
II-47-B	Variable⁽²⁾	$	967,043.08	July 25, 2035
II-48-A	Variable⁽²⁾	$	925,212.90	July 25, 2035
II-48-B	Variable⁽²⁾	$	925,212.90	July 25, 2035
II-49-A	Variable⁽²⁾	$	885,260.46	July 25, 2035
II-49-B	Variable⁽²⁾	$	885,260.46	July 25, 2035
II-50-A	Variable⁽²⁾	$	847,098.47	July 25, 2035
II-50-B	Variable⁽²⁾	$	847,098.47	July 25, 2035
II-51-A	Variable⁽²⁾	$	19,720,414.25	July 25, 2035
II-51-B	Variable⁽²⁾	$	19,720,414.25	July 25, 2035
P	Variable⁽²⁾	$	100.00	July 25, 2035

________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II Regular Interest.
⁽²⁾	Calculated in accordance with the definition of “REMIC II Remittance Rate” herein.

REMIC III

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC III.” The Class R-III Interest shall evidence the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC III Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC III Regular Interests (as defined herein). None of the REMIC III Regular Interests shall be certificated.

Designation	REMIC III Remittance Rate	Initial Uncertificated Balance			Latest Possible Maturity Date⁽¹⁾
III-LTAA	Variable⁽²⁾	$	979,999,951.00		July 25, 2035
III-LTA1A	Variable⁽²⁾	$	5,668,820.00		July 25, 2035
III-LTA1B	Variable⁽²⁾	$	1,417,205.00		July 25, 2035
III-LTA2A	Variable⁽²⁾	$	639,795.00		July 25, 2035
III-LTA2B	Variable⁽²⁾	$	299,855.00		July 25, 2035
III-LTA2C	Variable⁽²⁾	$	524,335.00		July 25, 2035
III-LTA2D	Variable⁽²⁾	$	229,990.00		July 25, 2035
III-LTM1	Variable⁽²⁾	$	205,000.00		July 25, 2035
III-LTM2	Variable⁽²⁾	$	240,000.00		July 25, 2035
III-LTM3	Variable⁽²⁾	$	145,000.00		July 25, 2035
III-LTM4	Variable⁽²⁾	$	125,000.00		July 25, 2035
III-LTM5	Variable⁽²⁾	$	105,000.00		July 25, 2035
III-LTM6	Variable⁽²⁾	$	65,000.00		July 25, 2035
III-LTM7	Variable⁽²⁾	$	50,000.00		July 25, 2035
III-LTM8	Variable⁽²⁾	$	50,000.00		July 25, 2035
III-LTM9	Variable⁽²⁾	$	65,000.00		July 25, 2035
III-LTM10	Variable⁽²⁾	$	65,000.00		July 25, 2035
III-LTM11	Variable⁽²⁾	$	55,000.00		July 25, 2035
III-LTZZ	Variable⁽²⁾	$	10,049,999.00		July 25, 2035
III-LTP	Variable⁽²⁾	$	100.00		July 25, 2035
III-LT1SUB	Variable⁽²⁾	$	19,692.31		July 25, 2035
III-LT1GRP	Variable⁽²⁾	$	161,412.82		July 25, 2035
III-LT2SUB	Variable⁽²⁾	$	4,707.68		July 25, 2035
III-LT2GRP	Variable⁽²⁾	$	38,587.18		July 25, 2035
III-XX	Variable⁽²⁾	$	999,775,550.01		July 25, 2035
III-IO	Variable⁽²⁾		(3	)	July 25, 2035

________________

¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC III Regular Interest.
⁽²⁾	Calculated in accordance with the definition of “REMIC III Remittance Rate” herein.
⁽³⁾	REMIC III Regular Interest II-IO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount.

REMIC IV

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC IV.” The Class R-IV Interest shall evidence the sole class of “residual interests” in REMIC IV for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated classes of Certificates and interests.

Each Certificate, other than the Class P Certificate, the Class CE Certificate and the Class R Certificates, represents ownership of a Regular Interest in REMIC IV and also represents (i) the right to receive payments with respect to the Net WAC Rate Carryover Amount (as defined herein) and (ii) the obligation to pay Class IO Distribution Amounts (as defined herein). The entitlement to principal of the Regular Interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

Designation	Pass-Through Rate	Initial Aggregate Certificate Principal Balance		Latest Possible Maturity Date⁽¹⁾
Class A-1A	Variable⁽²⁾	$	1,133,764,000.00	July 25, 2035
Class A-1B	Variable⁽²⁾	$	283,441,000.00	July 25, 2035
Class A-2A	Variable⁽²⁾	$	127,959,000.00	July 25, 2035
Class A-2B	Variable⁽²⁾	$	59,971,000.00	July 25, 2035
Class A-2C	Variable⁽²⁾	$	104,867,000.00	July 25, 2035
Class A-2D	Variable⁽²⁾	$	45,998,000.00	July 25, 2035
Class M-1	Variable⁽²⁾	$	41,000,000.00	July 25, 2035
Class M-2	Variable⁽²⁾	$	48,000,000.00	July 25, 2035
Class M-3	Variable⁽²⁾	$	29,000,000.00	July 25, 2035
Class M-4	Variable⁽²⁾	$	25,000,000.00	July 25, 2035
Class M-5	Variable⁽²⁾	$	21,000,000.00	July 25, 2035
Class M-6	Variable⁽²⁾	$	13,000,000.00	July 25, 2035
Class M-7	Variable⁽²⁾	$	10,000,000.00	July 25, 2035
Class M-8	Variable⁽²⁾	$	10,000,000.00	July 25, 2035
Class M-9	Variable⁽²⁾	$	13,000,000.00	July 25, 2035
Class M-10	Variable⁽²⁾	$	13,000,000.00	July 25, 2035
Class M-11	Variable⁽²⁾	$	11,000,000.00	July 25, 2035
Class CE	Variable⁽²⁾⁽³⁾	$	9,999,900.00	July 25, 2035
Class P	Variable⁽²⁾⁽⁴⁾	$	100.00	July 25, 2035
Class SWAP-IO Interest	N/A⁽⁵⁾		N/A⁽⁵⁾	July 25, 2035

________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates and interests.
⁽²⁾	Calculated in accordance with the definition of “Pass-Through Rate” herein.
⁽³⁾	The Class CE Certificates shall accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class CE Certificates outstanding from time to time which shall equal the aggregate Uncertificated Balance of the REMIC III Regular Interests, other than REMIC III Regular Interest III-LTP. The Class CE Certificates shall not accrue interest on their Certificate Principal Balance.
⁽⁴⁾	The Class P Certificates shall not accrue interest.
⁽⁵⁾	The Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitled to 100% of amounts distributed on REMIC III Regular Interest III-IO.

As of the Cut-off Date, the Initial Group I Mortgage Loans had an aggregate Scheduled Principal Balance equal to $1,291,301,843.92 and the Initial Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to $308,697,370.82.

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.

Defined Terms.

Whenever used in this Agreement, including, without limitation, in the Preliminary Statement hereto, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months and all calculations on each Regular Interest shall be made on the basis of a 360-day year and the actual number of days in the month.

“Accrued Certificate Interest”: With respect to any Class of Certificates (other than the Class P Certificates and the Residual Certificates) and each Distribution Date, interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Certificate for such Distribution Date on the Certificate Principal Balance, in the case of the Adjustable-Rate Certificates and the Fixed-Rate Certificates, or on the Notional Amount, in the case of the Class CE Certificates, of such Certificate immediately prior to such Distribution Date. The Class P Certificates are not entitled to distributions in respect of interest and, accordingly, shall not accrue interest. All distributions of interest on the Adjustable-Rate Certificates shall be calculated on the basis of a 360-day year and the actual number of days in the applicable Interest Accrual Period. All distributions of interest on the Fixed-Rate Certificates and the Class CE Certificates shall be based on a 360-day year consisting of twelve 30-day months. Accrued Certificate Interest with respect to each Distribution Date, as to any Class A Certificate or Mezzanine Certificate, shall be reduced by an amount equal to the portion allocable to such Certificate pursuant to Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent not covered by payments pursuant to Section 4.03(e) or allocated to the Class CE Certificates pursuant to Section 1.02 and (b) the aggregate amount of any Relief Act Interest Shortfall, if any, for such Distribution Date not allocated to the Class CE Certificates pursuant to Section 1.02. Accrued Certificate Interest with respect to each Distribution Date and any Class CE Certificate shall be reduced by (a) Prepayment Interest Shortfalls, if any, allocated to such Class of Certificates pursuant to Section 1.02 hereof, (b) Relief Act Interest Shortfalls, if any, allocated to such Class of Certificates pursuant to Section 1.02 hereof and (c) an amount equal to the portion of Realized Losses, if any, allocable to interest on the Class CE Certificate pursuant to Section 4.04 hereof.

“Addition Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.09, a notice of the Depositor’s designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate Principal Balance of

such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form of Exhibit L.

“Adjustable-Rate Certificates”: The Class A Certificates and the Mezzanine Certificates.

“Adjustable-Rate Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a Mortgage Rate that is subject to adjustment.

“Adjustment Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of such Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.

“Advance”: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer or a successor Master Servicer in respect of any Distribution Date representing the aggregate of all payments of principal and interest, net of the Servicing Fee, that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Determination Date, plus certain amounts representing assumed payments not covered by any current net income on the Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure as determined pursuant to Section 4.03.

“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.

“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

“Allocated Realized Loss Amount”: With respect to any Distribution Date and any Class of Mezzanine Certificates, the sum of (i) the Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining undistributed from the previous Distribution Date, reduced by the amount of the increase in the Certificate Principal Balance of such Class of Certificates due to the receipt of Subsequent Recoveries as provided in Section 4.01.

“Applicable Regulations”: As to any Mortgage Loan, all federal, state and local laws, statutes, rules and regulations applicable thereto.

“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form (excepting therefrom if applicable, the mortgage recordation information which has not been returned by the applicable recorder’s office and/or the assignee’s name), which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage.

“Available Funds”: With respect to any Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in the Collection Account and Distribution Account as of the close of business on the related Determination Date, including any Subsequent Recoveries, (b) the aggregate of any amounts received in respect of an REO Property withdrawn from any REO Account and deposited in the Distribution Account for such Distribution Date pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in the Distribution Account by the Master Servicer in respect of Prepayment Interest Shortfalls for such Distribution Date pursuant to Section 4.03(e), (d) the aggregate of any Advances made by the Master Servicer for such Distribution Date pursuant to Section 4.03, (e) the aggregate of any Advances made by the successor Master Servicer or the Trustee for such Distribution Date pursuant to Section 7.02(b), (f) with respect to the Distribution Date immediately following the end of the Funding Period, any amounts previously held in the Pre-Funding Accounts after giving effect to any purchase of Subsequent Mortgage Loans and (g) with respect to each Distribution Date during the Funding Period and on the Distribution Date immediately following the end of the Funding Period, any amounts withdrawn by the Trustee from the Interest Coverage Accounts for distribution on the Certificates on such Distribution Date, reduced (to not less than zero) by (2) the sum of (x) the portion of the amount described in clause (1)(a) above that represents (i) Monthly Payments on the Mortgage Loans received from a Mortgagor on or prior to the Determination Date but due during any Due Period subsequent to the related Due Period, (ii) Principal Prepayments on the Mortgage Loans received after the related Prepayment Period (together with any interest payments received with such Principal Prepayments to the extent they represent the payment of interest accrued on the Mortgage Loans during a period subsequent to the related Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received in respect of the Mortgage Loans after the related Prepayment Period, (iv) amounts reimbursable or payable to the Depositor, the Master Servicer, the Trustee, the Seller or any Sub-Servicer pursuant to Section 3.05 or Section 3.06 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the Trustee Fee payable from the Distribution Account pursuant to Section 8.05 and the PMI Insurer Fee payable from the Distribution Account pursuant to Section 3.05, (vii) amounts deposited in the Collection Account or the Distribution Account in error and (viii) the amount of any Prepayment Charges collected by the Master Servicer and the amount of any Master Servicer Prepayment Charge Payment Amounts, (y) amounts reimbursable to the Trustee for an advance made pursuant to Section 7.02(b) which advance the Trustee has determined to be nonrecoverable from the Stayed Funds in respect of which it was made and (z) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (after taking into account any upfront payment received from the counterparty to a replacement swap agreement).

“Bankruptcy Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended.

“Bankruptcy Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee. Initially, the Book-Entry Certificates shall be the Class A Certificates and the Mezzanine Certificates.

“Book-Entry Custodian”: The custodian appointed pursuant to Section 5.01.

“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the State of California, the State of New York, or in the city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law or executive order to be closed.

“Certificate”: Any one of the Depositor’s Asset-Backed Pass-Through Certificates, Series 2005-R4, Class A-1A, Class A-1B, Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class CE, Class P and Class R, issued under this Agreement.

“Certificate Factor”: With respect to any Class of Regular Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses in reduction of the Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates as of the Closing Date.

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

“Certificate Margin”: With respect to each Class of Adjustable-Rate Certificates and, for purposes of the Marker Rate and the Maximum III-LTZZ Uncertificated Interest Deferral Amount, the specified REMIC III Regular Interest, as follows:

		Certificate Margin
Class	REMIC III Regular Interest	⁽¹⁾ (%)	⁽²⁾ (%)
A-1A	REMIC III Regular Interest III—LTA1A	0.230	0.460
A-1B	REMIC III Regular Interest III—LTA1B	0.280	0.560
A-2A	REMIC III Regular Interest III—LTA3A	0.080	0.160
A-2B	REMIC III Regular Interest III—LTA3B	0.140	0.280
A-2C	REMIC III Regular Interest III—LTA3C	0.220	0.440

A-2D	REMIC III Regular Interest III—LTA3D	0.320	0.640
M-1	REMIC III Regular Interest III—LTM1	0.430	0.645
M-2	REMIC III Regular Interest III—LTM2	0.450	0.675
M-3	REMIC III Regular Interest III—LTM3	0.480	0.720
M-4	REMIC III Regular Interest III—LTM4	0.630	0.945
M-5	REMIC III Regular Interest III—LTM5	0.650	0.975
M-6	REMIC III Regular Interest III—LTM6	0.670	1.005
M-7	REMIC III Regular Interest III—LTM7	1.200	1.800
M-8	REMIC III Regular Interest III—LTM8	1.300	1.950
M-9	REMIC III Regular Interest III—LTM9	1.750	2.625
M-10	REMIC III Regular Interest III—LTM10	2.750	4.125
M-11	REMIC III Regular Interest III—LTM11	2.750	4.125

______________________

(1)	For the Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date.
(2)	For the Interest Accrual Period for each Distribution Date after the Optional Termination Date.

“Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.

“Certificate Principal Balance”: With respect to each Class A Certificate, Mezzanine Certificate or Class P Certificate as of any date of determination, the Certificate Principal Balance of such Certificate on the Distribution Date immediately prior to such date of determination plus, with respect to each Mezzanine Certificate, any increase in the Certificate Principal Balance of such Certificate pursuant to Section 4.01 due to the receipt of Subsequent Recoveries, minus all distributions allocable to principal made thereon on such Distribution Date and, in the case of a Mezzanine Certificate, Realized Losses allocated thereto on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the first Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof). With respect to each Class CE Certificate as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC III Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates then outstanding.

“Certificate Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.02.

“Class”: Collectively, all of the Certificates bearing the same class designation.

“Class A Certificate”: Any one of the Class A-1A, Class A-1B, Class A-2A, Class A-2B, Class A-2C or Class A-2D Certificates.

“Class A Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the Senior Group I Principal Distribution Amount and (ii) the Senior Group II Principal Distribution Amount.

“Class A-1A Certificate”: Any one of the Class A-1A Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1A and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class A-1B Certificate”: Any one of the Class A-1B Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1B and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class A-2A Certificate”: Any one of the Class A-2A Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2A and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class A-2B Certificate”: Any one of the Class A-2B Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2B and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class A-2C Certificate”: Any one of the Class A-3C Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2C and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount..

“Class A-2D Certificate”: Any one of the Class A-3D Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2D and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class CE Certificate”: Any one of the Class CE Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-CE and and evidencing (i) a Regular Interest in REMIC IV, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments and (iii) the right to receive the Class IO Distribution Amount.

“Class IO Distribution Amount”: As defined in Section 3.20 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Swap Administrator on such Distribution Date in excess of the amount payable on the Class SWAP-IO Interest on such Distribution Date, all as further provided in Section 3.20 hereof.

“Class SWAP-IO Interest”: An uncertificated interest in the Trust Fund evidencing a Regular Interest in REMIC IV.

“Class M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-1 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-1 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 79.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-2 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-2 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 84.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-3 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-3 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-4 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-4 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 89.90% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day

of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-5 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-5 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 92.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-6 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-6 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the

Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-7 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-7 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 94.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period,

to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-8 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-8 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 95.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-9 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-9 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking

into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) and the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-10 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-10 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after

taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) and the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after taking into account the payment of the Class M-9 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 97.90% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class M-11 Certificate”: Any one of the Class M-11 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-11 and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-11 Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) and the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such

Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after taking into account the payment of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date (after taking into account the payment of the Class M-10 Principal Distribution Amount on such Distribution Date) and (xii) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 99.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $10,000,000.

“Class P Certificate”: Any one of the Class P Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-P, representing the right to distributions as set forth herein and therein and evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.

“Class R Certificate”: Any one of the Class R Certificates executed, authenticated and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-R and evidencing the ownership of the Class R-I Interest, the Class R-II Interest, the Class R-III Interest and the Class R-IV Interest.

“Class R-I Interest”: The uncertificated Residual Interest in REMIC I.

“Class R-II Interest”: The uncertificated Residual Interest in REMIC II.

“Class R-III Interest”: The uncertificated Residual Interest in REMIC III.

“Class R-IV Interest”: The uncertificated Residual Interest in REMIC IV.

“Closing Date”: May 25, 2005.

“Code”: The Internal Revenue Code of 1986, as amended.

“Collection Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a), which shall be entitled “Ameriquest Mortgage Company, as Master Servicer for Deutsche Bank National Trust Company, as Trustee, in trust for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4.” The Collection Account must be an Eligible Account.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest”: As defined in Section 4.03(e) hereof.

“Corporate Trust Office”: The principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall

be administered, which office at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor and the Master Servicer.

“Corresponding Certificate”: With respect to each REMIC III Regular Interest, as follows:

REMIC III Regular Interest	Class
REMIC III Regular Interest III-LTA1A	A-1A
REMIC III Regular Interest III-LTA1B	A-1B
REMIC III Regular Interest III-LTA2A	A-2A
REMIC III Regular Interest III-LTA2B	A-2B
REMIC III Regular Interest III-LTA2C	A-2C
REMIC III Regular Interest III-LTA2D	A-2D
REMIC III Regular Interest III-LTM1	M-1
REMIC III Regular Interest III-LTM2	M-2
REMIC III Regular Interest III-LTM3	M-3
REMIC III Regular Interest III-LTM4	M-4
REMIC III Regular Interest III-LTM5	M-5
REMIC III Regular Interest III-LTM6	M-6
REMIC III Regular Interest III-LTM7	M-7
REMIC III Regular Interest III-LTM8	M-8
REMIC III Regular Interest III-LTM9	M-9
REMIC III Regular Interest III-LTM10	M-10
REMIC III Regular Interest III-LTM11	M-11
REMIC III Regular Interest III-LTP	P

“Credit Enhancement Percentage”: For any Distribution Date and the Class A Certificates and any Class of Mezzanine Certificates, the percentage equivalent of a fraction, calculated after taking into account distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date, the numerator of which is the sum of the aggregate Certificate Principal Balance of the Classes of Certificates with a lower distribution priority than such Class, and the denominator of which is the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (ii) the amounts on deposit in the Pre-Funding Accounts, exclusive of investment earnings therein.

“Cumulative Loss Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses incurred from the Cut-off Date to the last day of the preceding calendar month (reduced by the aggregate amount of Subsequent Recoveries received from the Cut-off Date through the last day of the related Due Period) and the denominator of which is the sum of (i) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amounts.

“Custodian”: A Custodian, which shall initially be Deutsche Bank National Trust Company.

“Cut-off Date”: With respect to any Initial Mortgage Loan, the close of business on May 1, 2005. With respect to any Subsequent Mortgage Loan, the close of business on first day of the month in which the related Subsequent Transfer Date occurs. With respect to all Qualified Substitute Mortgage Loans, their respective dates of substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.

“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding Stated Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

“Definitive Certificates”: As defined in Section 5.01(b).

“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.

“Delinquency Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of all Mortgage Loans as of the last day of the previous calendar month that, as of such last day of the previous calendar month, are 60 or more days delinquent (measured under the OTS delinquency calculation methodology and with respect to modifications, measured as set forth below), are in foreclosure, have been converted to REO Properties or have been discharged by reason of bankruptcy, and the denominator of which is the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties as of the last day of the previous calendar month and (ii) any amounts on deposit in the Pre-Funding Accounts as of such last calendar day; provided, however, that any Mortgage Loan purchased by the Master Servicer or the NIMS Insurer pursuant to Section 3.16 shall not be included in either the numerator or the denominator for purposes of calculating the Delinquency Percentage.

“Depositor”: Ameriquest Mortgage Securities Inc., a Delaware corporation, or its successor in interest.

“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

“Depository Institution”: Any depository institution or trust company, including the Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated “P-1” by Moody’s, “F-1” by Fitch and “A-1” by S&P (or comparable ratings if Moody’s, Fitch and S&P are not the Rating Agencies).

“Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date”: With respect to each Distribution Date, the 10^th day of the calendar month in which such Distribution Date occurs or, if such 10^th day is not a Business Day, the Business Day immediately preceding such 10^th day.

“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by REMIC I other than through an Independent Contractor; provided, however, that the Trustee (or the Master Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Master Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.

“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any Trust REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The trust account or accounts created and maintained by the Trustee pursuant to Section 3.04(e), which shall be entitled “Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4.” The Distribution Account must be an Eligible Account.

“Distribution Date”: The 25^th day of any month, or if such 25^th day is not a Business Day, the next succeeding Business Day, commencing in June 2005.

“Due Date”: With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

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

“Eligible Account”: Any of (i) an account or accounts maintained with a Depository Institution or trust company the short-term unsecured debt obligations of which are rated “F-1” by Fitch, “P-1” by Moody’s and “A-1+” by S&P (or comparable ratings if Fitch, Moody’s and S&P are not the Rating Agencies) at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity. Eligible Accounts may bear interest.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“Escrow Account”: The account or accounts created and maintained pursuant to Section 3.04(c).

“Escrow Payments”: The amounts constituting taxes, and/or fire and hazard insurance premiums escrowed by the Mortgagor with the mortgagee pursuant to a voluntary escrow agreement related to any Mortgage Loan.

“Estate in Real Property”: A fee simple estate or leasehold estate in a parcel of land.

“Excess Overcollateralized Amount”: With respect to the Class A Certificates and the Mezzanine Certificates and any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) over (ii) the Overcollateralization Target Amount for such Distribution Date.

“Expense Adjusted Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Maximum Mortgage Rate (or the Mortgage Rate for such Mortgage Loan in the case of any Fixed-Rate Mortgage Loan) as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the PMI Insurer Fee Rate, if applicable.

“Extraordinary Trust Fund Expense”: Any amounts reimbursable to the Trustee, or any director, officer, employee or agent of the Trustee, from the Trust Fund pursuant to Section 8.05, any amounts payable from the Distribution Account in respect of taxes pursuant to

Section 10.01(g)(iii) and any amounts payable by the Trustee for the recording of the Assignments pursuant to Section 2.01.

“Fannie Mae”: Fannie Mae, formally known as the Federal National Mortgage Association, or any successor thereto.

“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.

“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller, the Depositor or the Master Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a determination made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Master Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.

“Fitch”: Fitch Ratings, or its successor in interest.

“Fixed-Rate Certificates”: None.

“Fixed-Rate Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a fixed Mortgage Rate.

“Fixed Swap Payment”: With respect to any Distribution Date, a fixed amount equal to the related amount set forth in the Interest Rate Swap Agreement.

“Floating Swap Payment”: With respect to any Distribution Date, a floating amount equal to the product of (i) LIBOR (as determined pursuant to the Interest Rate Swap Agreement for such Distribution Date), (ii) the related Base Calculation Amount (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator of which is the actual number of days elapsed from and including the previous Distribution Date to but excluding the current Distribution Date (or, for the first Distribution Date, the actual number of days elapsed from the Closing Date to but excluding the first Distribution Date), and the denominator of which is 360.

“Formula Rate”: For any Distribution Date and each Class of Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the related Maximum Cap Rate.

“Freddie Mac”: Freddie Mac, formally known as the Federal Home Loan Mortgage Corporation, or any successor thereto.

“Funding Period”: The period beginning on the Closing Date and ending on the earlier of the date on which (a) the amount on deposit in the Pre-Funding Accounts is reduced to zero or (b) 2:00 p.m. New York City time on the 90^th day following the Closing Date.

“Gross Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment

Date in accordance with the terms of the related Mortgage Note to determine the Mortgage Rate for such Adjustable-Rate Mortgage Loan.

“Group I Allocation Percentage”: With respect to the Group I Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.

“Group I Certificates”: The Class A-1A and Class A-1B Certificates.

“Group I Interest Coverage Account”: The account established and maintained pursuant to Section 4.08, which account contains an amount, to be paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.

“Group I Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date that represents interest received or advanced on the Group I Mortgage Loans or amounts withdrawn from the Group I Interest Coverage Account.

“Group I Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. All Group I Mortgage Loans have a principal balance at origination that conforms to Freddie Mac loan limits.

“Group I Net WAC Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which will be (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and any amount remaining on deposit in the Group I Pre-Funding Account and the denominator of which will be (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and any amounts remaining on deposit in the Pre-Funding Accounts.

“Group I Pre-Funding Account”: The account established and maintained pursuant to Section 4.07.

“Group I Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the principal portion of each Monthly Payment on the Group I Mortgage Loans due during the related Due Period, to the extent received on or prior to the related Determination Date or advanced prior to such Distribution Date; (ii) the Stated Principal Balance of any Group I Mortgage Loan that was purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted Mortgage Loan in Loan Group I pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections (including, without limitation, Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO

Principal Amortization) received during the related Prepayment Period on the Group I Mortgage Loans, net of any portion thereof that represents a recovery of principal for which an Advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date; (iv) with respect to the Distribution Date immediately following the end of the Funding Period, any amounts remaining in the Group I Pre-Funding Account after giving effect to the purchase of any Subsequent Group I Mortgage Loans; and (v) the Group I Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date. In no event shall the Group I Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Class A and Mezzanine Certificates.

“Group I Principal Remittance Amount”: With respect to any Distribution Date, the sum of the amounts described in clauses (i) through (iv) of the definition of Group I Principal Distribution Amount.

“Group II Allocation Percentage”: With respect to the Group II Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group II Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.

“Group II Certificates”: The Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates.

“Group II Interest Coverage Account”: The account established and maintained pursuant to Section 4.08, which account contains an amount, to be paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.

“Group II Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date that represents interest received or advanced on the Group II Mortgage Loans or amounts withdrawn from the Group II Interest Coverage Account.

“Group II Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. All with a principal balance at origination that may or may not conform to Fannie Mae or Freddie Mac loan limits.

“Group II Net WAC Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which will be (x) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and any amount remaining on deposit in the Group II Pre-Funding Account and the denominator of which will be (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and any amounts remaining on deposit in the Pre-Funding Accounts.

“Group II Pre-Funding Account”: The account established and maintained pursuant to Section 4.07.

“Group II Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the principal portion of each Monthly Payment on the Group II Mortgage Loans due during the related Due Period, to the extent received on or prior to the related Determination Date or advanced prior to such Distribution Date; (ii) the Stated Principal Balance of any Group II Mortgage Loan that was purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted Mortgage Loan in Loan Group II pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections (including, without limitation, Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization) received during the related Prepayment Period on the Group II Mortgage Loans, net of any portion thereof that represents a recovery of principal for which an Advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date; (iv) with respect to the Distribution Date immediately following the end of the Funding Period, any amounts remaining in the Group II Pre-Funding Account after giving effect to the purchase of any Subsequent Group II Mortgage Loans; and (v) the Group II Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date. In no event shall the Group II Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Class A and Mezzanine Certificates.

“Group II Principal Remittance Amount”: With respect to any Distribution Date, the sum of the amounts described in clauses (i) through (iii) of the definition of Group II Principal Distribution Amount.

“Highest Priority”: As of any date of determination, the Class of Mezzanine Certificates then outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.01, in the following order of decreasing priority: the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10 Certificates and the Class M-11 Certificates.

“HOEPA”: The Home Ownership and Equity Protection Act of 1994.

“Indenture”: An indenture relating to the issuance of notes secured by all or a portion of the Class CE Certificates, the Class P Certificates and/or the Class R Certificates, which may or may not be guaranteed by the NIMS Insurer.

“Independent”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Master Servicer, the Seller and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor, the Seller, the Master Servicer or any Affiliate thereof, and (c) is not connected with the Depositor, the Seller, the Master Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar

functions; provided, however, that a Person shall not fail to be Independent of the Depositor, the Seller, the Master Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or the Master Servicer or any Affiliate thereof, as the case may be.

“Independent Contractor”: Either (i) any Person (other than the Master Servicer) that would be an “independent contractor” with respect to REMIC I within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as such REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor shall not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

“Index”: With respect to each Adjustable-Rate Mortgage Loan and each related Adjustment Date, the average of the interbank offered rates for six-month United States dollar deposits in the London market as published in The Wall Street Journal and as most recently available as of the first business day 45 days or more prior to such Adjustment Date, as specified in the related Mortgage Note.

“Initial Group I Mortgage Loan”: Any of the Group I Mortgage Loans included in the Trust Fund as of the Closing Date.

“Initial Group II Mortgage Loan”: Any of the Group II Mortgage Loans included in the Trust Fund as of the Closing Date.

“Initial Mortgage Loan”: Any of the Initial Group I Mortgage Loans or Initial Group II Mortgage Loans.

“Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, including the PMI Policy, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage.

“Interest Accrual Period”: With respect to any Distribution Date and the Adjustable-Rate Certificates, the period commencing on the Distribution Date in the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, commencing on the Closing Date) and ending on the day preceding such Distribution Date. With respect to any Distribution Date and the Class CE Certificates, the

REMIC I Regular Interests, the REMIC II Regular Interests and the REMIC III Regular Interests, the one-month period ending on the last day of the calendar month preceding the month in which such Distribution Date occurs.

“Interest Carry Forward Amount”: With respect to any Distribution Date and any Class of Class A Certificates or Mezzanine Certificates, the sum of (i) the amount, if any, by which (a) the Interest Distribution Amount for such Class of Certificates as of the immediately preceding Distribution Date exceeded (b) the actual amount distributed on such Class of Certificates in respect of interest on such immediately preceding Distribution Date and (ii) the amount of any Interest Carry Forward Amount for such Class of Certificates remaining undistributed from the previous Distribution Date, plus accrued interest thereon calculated at the related Pass-Through Rate for the most recently ended Interest Accrual Period.

“Interest Coverage Accounts”: The Group I Interest Coverage Account and the Group II Interest Coverage Account.

“Interest Determination Date”: With respect to the Adjustable-Rate Certificates, and solely for purposes of calculating the Marker Rate, REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular Interest III-LTM11 and any Interest Accrual Period therefor (other than the first Interest Accrual Period), the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.

“Interest Distribution Amount”: With respect to any Distribution Date and any Class of Class A Certificates or Mezzanine Certificates and the Class CE Certificates, the aggregate Accrued Certificate Interest on the Certificates of such Class for such Distribution Date.

“Interest Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of May 25, 2005 (together with the schedule thereto, the Master Agreement) between Bear Stearns Financial Products Inc. and the Trustee, an ISDA Credit Support Annex (Bilateral Form-New York Law) as of the same date, which supplements, forms part of, and is subject to the Master Agreement, and a confirmation of the same date, which supplements and forms part of the Master Agreement.

“Late Collections”: With respect to any Mortgage Loan and any Due Period, all amounts received subsequent to the Determination Date immediately following such Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.

“LIBOR Business Day”: Any day on which banks in the City of London and the City of New York are open and conducting transactions in United States dollars.

“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from REMIC I by reason of its being purchased pursuant to Section 9.01.

“Liquidation Proceeds”: The amount (other than Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Master Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.13, Section 3.16(a) or Section 9.01.

“Loan Group”: Loan Group I or Loan Group II, as the context requires.

“Loan Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Loan Group I.

“Loan Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Loan Group II.

“Loan-to-Value Ratio”: As of any date of determination, the fraction, expressed as a percentage, the numerator of which is the Stated Principal Balance of the related Mortgage Loan at such date and the denominator of which is the Value of the related Mortgaged Property.

“Loss Mitigation Action Plan”: The policies and procedures set forth in Exhibit I hereto relating to the realization on delinquent Mortgage Loans, which are incorporated by reference into this Agreement and shall be deemed a part hereof.

“Lost Note Affidavit”: With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, an affidavit from the Seller certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note) and indemnifying the Trust Fund against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note, in the form of Exhibit B hereto.

“Marker Rate”: With respect to the Class CE Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC III Remittance Rate for REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3,

REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11 and REMIC III Regular Interest III-LTZZ, with the rate on each such REMIC III Regular Interest (other than REMIC III Regular Interest III-LTZZ) subject to the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the related Net WAC Pass-Through Rate for the purpose of this calculation for such Distribution Date and with the rate on REMIC III Regular Interest III-LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the REMIC III Remittance Rate and the related caps with respect to REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular Interest III-LTM11 shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

“Master Servicer”: Ameriquest Mortgage Company or any successor master servicer appointed as herein provided, in its capacity as Master Servicer hereunder.

“Master Servicer Event of Default”: One or more of the events described in Section 7.01.

“Master Servicer Prepayment Charge Payment Amount”: The amounts payable by the Master Servicer pursuant to Section 2.03(b) in respect of any waived (or, with respect to subsequent changes of law, any unenforceable) Prepayment Charges.

“Master Servicer Remittance Date”: With respect to any Distribution Date, 3:00 p.m. New York time on the last Business Day preceding such Distribution Date.

“Master Servicer Reporting Date”: With respect to any Distribution Date, 3:00 p.m. New York time on the 18^th day of the calendar month in which such Distribution Date occurs or, if such 18^th day is not a Business Day, the Business Day immediately succeeding such 18^th day.

“Master Servicer Termination Test”: With respect to any Distribution Date, the Master Servicer Termination Test shall be failed if the Cumulative Loss Percentage exceeds 4.00%.

“Maximum Cap Rate”: For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or

advanced, and unscheduled collections of principal received during the related Prepayment Period) and any amount on deposit in the Group I Pre-Funding Account and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.

For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and any amount on deposit in the Group II Pre-Funding Account and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.

For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of the applicable Loan Group, the current Certificate Principal Balance of the related Class A Certificates) of the Maximum Cap Rate for the Group I Certificates and the Maximum Cap Rate for the Group II Certificates and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.

“Maximum III-LTZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC III Remittance Rate applicable to REMIC III Regular Interest III-LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC III Regular Interest III-LTZZ minus the REMIC III Overcollateralization Amount, in each case for such Distribution Date, over (III) the Uncertificated Interest on REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular Interest III-LTM11 for such Distribution Date, with the rate on each such REMIC III Regular Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the related Net WAC Pass-Through Rate;

provided, however, that solely for this purpose, calculations of the REMIC III Remittance Rate and the related caps with respect to each such REMIC III Regular Interest (other than REMIC III Regular Interest III-LTZZ) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

“Maximum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.

“Mezzanine Certificate”: Any one of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10 Certificates and Class M-11 Certificates.

“Minimum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.

“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted or agreed to by the Master Servicer pursuant to Section 3.02; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.

“Moody’s”: Moody’s Investors Service, Inc., or its successor in interest.

“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on, or first priority security interest in, a Mortgaged Property securing a Mortgage Note.

“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement or pursuant to a Subsequent Transfer Instrument, as held from time to time as a part of REMIC I, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“Mortgage Loan Purchase Agreement”: The agreement between the Seller and the Depositor, regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto.

“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I on such date, separately identifying the Group I Mortgage Loans and the Group II Mortgage Loans, attached hereto as Schedule 1 and as supplemented by each schedule of

Subsequent Mortgage Loans attached to the Subsequent Transfer Instrument. The Mortgage Loan Schedule shall set forth the following information with respect to each Mortgage Loan:

(1)	the Seller’s Mortgage Loan identifying number;
(2)	[Reserved];
(3)	the state and zip code of the Mortgaged Property;
(4)	a code indicating whether the Mortgaged Property is owner-occupied;
(5)	the type of Residential Dwelling constituting the Mortgaged Property;
(6)	the original months to maturity;
(7)	the Loan-to-Value Ratio at origination;
(8)	the Mortgage Rate in effect immediately following the Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan);
(9)	the date on which the first Monthly Payment was due on the Mortgage Loan;
(10)	the stated maturity date;
(11)	the amount of the Monthly Payment due on the first Due Date after the Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan);
(12)	the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance;
(13)	the original principal amount of the Mortgage Loan;
(14)	the Scheduled Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan);
(15)	with respect to the Adjustable-Rate Mortgage Loans, the Gross Margin;
(16)	a code indicating the purpose of the Mortgage Loan (i.e., purchase, refinance debt consolidation cashout, or refinance debt consolidation no cashout);
(17)	with respect to the Adjustable-Rate Mortgage Loans, the Maximum Mortgage Rate;

(18)	with respect to the Adjustable-Rate Mortgage Loans, the Minimum Mortgage Rate;
(19)	the Mortgage Rate at origination;
(20)	with respect to the Adjustable-Rate Mortgage Loans, the Periodic Rate Cap and the maximum first Adjustment Date Mortgage Rate adjustment;
(21)	a code indicating the documentation program (i.e., Full Documentation, Limited Documentation or Stated Income);
(22)	with respect to the Adjustable-Rate Mortgage Loans, the first Adjustment Date immediately following the Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan);
(23)	the risk grade;
(24)	the Value of the Mortgaged Property;
(25)	the sale price of the Mortgaged Property, if applicable;
(26)	the FICO score of the primary Mortgagor; and
(27)	whether the Mortgage Loan is covered by Primary Mortgage Insurance.

The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan): (1) the number of Mortgage Loans; (2) the current Stated Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

“Mortgage Note”: The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

“Mortgage Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time, and any REO Properties acquired in respect thereof.

“Mortgage Rate”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (i) with respect to each Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan) and (ii) with respect to each Adjustable-Rate Mortgage Loan, (A) as of any date of determination until the first Adjustment Date following the Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan) shall be the rate set forth

in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan) and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as provided in the Mortgage Note, of the Index, as most recently available as of a date prior to the Adjustment Date as set forth in the related Mortgage Note, plus the related Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more than the lesser of (i) the sum of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate, and shall never be less than the greater of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

“Mortgaged Property”: The underlying property identified in the related Mortgage as securing a Mortgage Loan, including any REO Property, consisting of an Estate in Real Property improved by a Residential Dwelling (excluding for purposes of construing the representations or warranties made in the Mortgage Loan Purchase Agreement, any improvements thereupon not considered by the appraiser in determining the Value of such Mortgaged Property).

“Mortgagor”: The obligor on a Mortgage Note.

“Net Monthly Excess Cashflow”: With respect to any Distribution Date, the excess of (x) the Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Senior Interest Distribution Amount, (B) the Interest Distribution Amounts distributable to the Mezzanine Certificates and (C) the Principal Remittance Amount.

“Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate.

“Net Swap Payment”: In the case of payments made by the Trust, the excess, if any, of (x) the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of payments made by the Swap Provider, the excess, if any, of (x) the Floating Swap Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment shall not be less than zero.

“Net WAC Pass-Through Rate”: For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the product of (x) a fraction, expressed as a percentage, the numerator of which is the sum of (i) the amount of interest which accrued on the Group I Mortgage Loans in the prior calendar month minus the Trustee Fee, the Servicing Fee and the PMI Insurer Fee payable with respect to the Group I Mortgage Loans for such Distribution Date and the Group I Net WAC Allocation Percentage of any Net Swap Payments or Swap Termination Payments made to the Swap Provider and (ii) any amount withdrawn from the Group I Interest Coverage Account for such Distribution Date and the denominator of which is the sum of (i) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the

first Distribution Date), after giving effect to principal prepayments received during the related Prepayment Period and (ii) any amount on deposit in the Group I Pre-Funding Account and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes for any Distribution Date with respect to the REMIC III Regular Interests the ownership of which is represented by the Group I Certificates, the economic equivalent of such rate shall be expressed as the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the REMIC III Remittance Rate on REMIC III Regular Interest III-LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC III Regular Interest.

For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the product of (x) a fraction, expressed as a percentage, the numerator of which is the sum of (i) the amount of interest which accrued on the Group II Mortgage Loans in the prior calendar month minus the Trustee Fee, the Servicing Fee and the PMI Insurer Fee payable with respect to the Group II Mortgage Loans for such Distribution Date and the Group II Net WAC Allocation Percentage of any Net Swap Payments or Swap Termination Payments made to the Swap Provider and (ii) any amount withdrawn from the Group II Interest Coverage Account for such Distribution Date and the denominator of which is the sum of (i) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the first Distribution Date), after giving effect to principal prepayments received during the related Prepayment Period and (ii) any amount on deposit in the Group I Pre-Funding Account and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes for any Distribution Date with respect to the REMIC III Regular Interests the ownership of which is represented by the Group II Certificates,, the economic equivalent of such rate shall be expressed as the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the REMIC III Remittance Rate on REMIC III Regular Interest III-LT2GRP, weighted on the basis of the Uncertificated Balance of such REMIC III Regular Interest.

For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of each Loan Group the current aggregate Certificate Principal Balance of the related Class A Certificates) of the Net WAC Pass-Through Rate for the Group I Certificates and the Net WAC Pass-Through Rate for the Group II Certificates and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes, for any Distribution Date with respect to the REMIC III Regular Interests the ownership of which is represented by the Mezzanine Certificates, the economic equivalent of such rate shall be expressed as the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the REMIC III Remittance Rates on (a) REMIC III Regular Interest III-LT1SUB, subject to a cap and a floor equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans and (b) REMIC III Regular Interest III-LT2SUB, subject to a cap and a floor equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the Uncertificated Balance of each such REMIC III Regular Interest.

“Net WAC Rate Carryover Amount”: With respect to any Class of Class A Certificates and the Mezzanine Certificates and any Distribution Date, the sum of (A) the excess, if any, of (i) the amount of interest such Certificates would have accrued for such Distribution Date had the applicable Pass-Through Rate been calculated at the related Formula Rate, over (ii) the amount of interest accrued on such Certificates at the related Net WAC Pass-Through Rate for such Distribution Date and (B) the related Net WAC Rate Carryover Amount for the previous Distribution Date not previously paid, together with interest thereon at a rate equal to the related Formula Rate applicable for such Class in each case for the Interest Accrual Period for the current Distribution Date.

“Net WAC Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve Account established and maintained pursuant to Section 4.11.

“New Lease”: Any lease of REO Property entered into on behalf of REMIC I, including any lease renewed or extended on behalf of REMIC I, if REMIC I has the right to renegotiate the terms of such lease.

“NIMS Insurer”: Any insurer that is guaranteeing certain payments under notes secured by collateral which includes, among other things, all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates.

“Nonrecoverable Advance”: Any Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, will not or, in the case of a proposed Advance, would not be ultimately recoverable from related Late Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Nonrecoverable Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, shall not or, in the case of a proposed Servicing Advance, would not be ultimately recoverable from related Late Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Non-United States Person”: Any Person other than a United States Person.

“Notional Amount”: With respect to the Class CE Certificates and any Distribution Date, the aggregate Uncertificated Balance of the REMIC III Regular Interests (other than REMIC III Regular Interest III-LTIO and REMIC III Regular Interest III-LTP), immediately prior to such Distribution Date.

“Offered Certificate”: Any one of the Class A Certificates and the Mezzanine Certificates (other than the Class M-11 Certificates) issued under this Agreement.

“Officers’ Certificate”: With respect to the Depositor, a certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries. With respect to the Master Servicer, any officer who is authorized to act for the Master Servicer in matters relating to this Agreement, and whose action is binding upon the

Master Servicer, initially including those individuals whose names appear on the list of authorized officers delivered at the closing.

“One-Month LIBOR”: With respect to the Adjustable-Rate Certificates, REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular Interest III-LTM11 and any Interest Accrual Period therefor, the rate determined by the Trustee on the related Interest Determination Date on the basis of the offered rate for one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date shall be determined on the basis of the offered rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. In such event, the Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If on such Interest Determination Date, two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards, if necessary, to the nearest whole multiple of 1/16%). If on such Interest Determination Date, fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the higher of (i) LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the priorities described above, LIBOR for an Interest Determination Date would be based on LIBOR for the previous Interest Determination Date for the third consecutive Interest Determination Date, the Trustee shall select, after consultation with the Depositor and the NIMS Insurer, an alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor or the Master Servicer acceptable to the Trustee, if such opinion is delivered to the Trustee, acceptable to the NIMs Insurer, if such opinion is delivered to the NIMs Insurer, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

“Optional Termination Date”: The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust Fund is reduced to an amount less than 10% of the sum of (i) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amounts.

“Original Group I Pre-Funded Amount”: The amount deposited by the Depositor in the Group I Pre-Funding Account on the Closing Date, which amount is $322,826,405.67.

“Original Group II Pre-Funded Amount”: The amount deposited by the Depositor in the Group II Pre-Funding Account on the Closing Date, which amount is $77,174,379.59.

“Original Pre-Funded Amounts”: The sum of the Original Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount.

“Originator”: Ameriquest Mortgage Company.

“Overcollateralization Deficiency Amount”: With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Target Amount applicable to such Distribution Date over (b) the Overcollateralized Amount applicable to such Distribution Date (calculated for this purpose only, after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed).

“Overcollateralization Increase Amount”: With respect to any Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount as of such Distribution Date and (b) the Net Monthly Excess Cashflow for such Distribution Date.

“Overcollateralization Target Amount”: With respect to any Distribution Date, 0.50% of the sum of (i) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amounts. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A Certificates and the Mezzanine Certificates to zero, the Overcollateralization Target Amount shall be zero.

“Overcollateralized Amount”: With respect to any Distribution Date, the excess, if any, of (a) the sum of (i) the aggregate Stated Principal Balances of the Mortgage Loans and REO Properties immediately following such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (ii) the amounts on deposit in the Pre-Funding Accounts as of the last day of the related Due Period, over (b) the sum of the aggregate Certificate Principal Balances of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date).

“Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Pass-Through Rate”: With respect to any Class of Adjustable-Rate Certificates and any Distribution Date, the lesser of (x) the related Formula Rate for such Distribution Date and (y) the related Net WAC Pass-Through Rate for such Distribution Date.

With respect to the Class CE Certificates and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC III Regular Interest III-LTP and (ii) interest on the Uncertificated Balance of each REMIC III Regular Interest listed in clause (y) at a rate equal to the related REMIC III Remittance Rate minus the Marker Rate and the denominator of which is

(y) the aggregate Uncertificated Balance of REMIC III Regular Interests III-LTAA, III-LTIA1A, III-LTA1B, III-LTA2A, III-LTA2B, III-LTA2C, III-LTA2D, III-LTM1, III-LTM2, III-LTM3, III-LTM4, III-LTM5, III-LTM6, III-LTM7, III-LTM8, III-LTM9, III-LTM10, III-LTM11 and III-LTZZ.

With respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC III Regular Interest III-IO for such Distribution Date.

“Percentage Interest”: With respect to any Class of Certificates (other than the Residual Certificates), the undivided percentage ownership in such Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance or Notional Amount represented by such Certificate and the denominator of which is the aggregate initial Certificate Principal Balance or Notional Amount of all of the Certificates of such Class. The Class A Certificates and the Mezzanine Certificates (other than the Class M-11 Certificates) are issuable only in minimum Percentage Interests corresponding to minimum initial Certificate Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof. The Class M-11 Certificates are issuable only in minimum Percentage Interests corresponding to minimum initial Certificate Principal Balances of $50,000 and integral multiples of $1.00 in excess thereof. The Class P Certificates are issuable only in minimum Percentage Interests corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples thereof. The Class CE Certificates are issuable only in minimum Percentage Interests corresponding to minimum initial Notional Amount of $10,000 and integral multiples of $1.00 in excess thereof; provided, however, that a single Certificate of such Class of Certificates may be issued having a Percentage Interest corresponding to the remainder of the aggregate initial Certificate Principal Balance or Notional Amount of such Class or to an otherwise authorized denomination for such Class plus such remainder. With respect to any Residual Certificate, the undivided percentage ownership in such Class evidenced by such Certificate, as set forth on the face of such Certificate. The Residual Certificates are issuable in Percentage Interests of 20% and multiples thereof.

“Periodic Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.

“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Depositor, the Master Servicer, the NIMS Insurer, the Trustee or any of their respective Affiliates:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution;

(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by each Rating Agency that rates such securities in its highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;

(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 30 days after the date of acquisition thereof) that is rated by each Rating Agency that rates such securities in its highest short-term unsecured debt rating available at the time of such investment;

(vi) units of money market funds, including money market funds advised by the Trustee or an Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAA” by Fitch and “AAAm” by S&P; and

(vii) if previously confirmed in writing to the Trustee and consented to by the NIMS Insurer, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies as a permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Class A Certificates;

provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.

“Permitted Transferee”: Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

“Person”: Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance company general or separate accounts in which such

plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.

“PMI Insurer”: Mortgage Guaranty Insurance Corporation, a Wisconsin stock insurance corporation, or its successor in interest.

“PMI Insurer Fee”: The amount payable to each PMI Insurer on each Distribution Date pursuant to Section 3.22, which amount shall equal one twelfth of the product of (i) the related PMI Insurer Fee Rate, multiplied by (ii) the aggregate Stated Principal Balance of the related PMI Mortgage Loans and any related REO Properties as of the first day of the related Due Period (after giving effect to scheduled payments of principal due during the Due Period relating to the previous Distribution Date, to the extent received or advanced) plus any applicable premium taxes on related PMI Mortgage Loans located in West Virginia and Kentucky.

“PMI Insurer Fee Rate”: 0.79% per annum.

“PMI Mortgage Loans”: The list of Mortgage Loans insured by the PMI Insurer attached hereto as Schedule 3.

“PMI Policy”: The primary mortgage insurance policy no. 05-[___] (policy reference number: #71-70035 (10/96)) with respect to the related PMI Mortgage Loans, including all endorsements thereto dated the Closing Date, issued by the PMI Insurer and the Commitment Letter, dated May [__], 2005, among Mortgage Guaranty Insurance Corporation, the Master Servicer and the Trustee.

“Pre-Funding Accounts”: The Group I Pre-Funding Account and the Group II Pre-Funding Account.

“Prepayment Assumption”: As defined in the Prospectus Supplement.

“Prepayment Charge”: With respect to any Prepayment Period, any prepayment premium, fee or charge payable by a Mortgagor in connection with any Principal Prepayment pursuant to the terms of the related Mortgage Note as from time to time held as a part of the Trust Fund, the Prepayment Charges so held being identified in the Prepayment Charge Schedule (other than any Master Servicer Prepayment Charge Payment Amount).

“Prepayment Charge Schedule”: As of any date, the list of Prepayment Charges included in the Trust Fund on such date, attached hereto as Schedule 2 (including the prepayment charge summary attached thereto) and as supplemented by each schedule of Subsequent Mortgage Loans attached to the Subsequent Transfer Instrument. The Prepayment Charge Schedule shall set forth the following information with respect to each Prepayment Charge:

(i)	the Master Servicer’s Mortgage Loan identifying number;
(ii)	a code indicating the type of Prepayment Charge;

(iii) the date on which the first Monthly Payment was due on the related Mortgage Loan;

(iv)	the term of the related Prepayment Charge;
(v)	the original Stated Principal Balance of the related Mortgage Loan; and

(vi) the Stated Principal Balance of the related Mortgage Loan as of the Cut-off Date (or the related Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan).

The Prepayment Charge Schedule shall be amended from time to time by the Master Servicer in accordance with the provisions of this Agreement and a copy of such amended Prepayment Charge Schedule shall be furnished by the Master Servicer to the NIMS Insurer, if any.

“Prepayment Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Distribution Date occurs and the Determination Date of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the last date through which interest is collected from the related Mortgagor. The Master Servicer may withdraw such Prepayment Interest Excess from the Collection Account in accordance with Section 3.05(a)(iv).

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring between the first day of the related Prepayment Period and the last day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to interest at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the day after the last date on which interest is collected from the related Mortgagor and ending on the last day of the calendar month preceding such Distribution Date. The obligations of the Master Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 4.03(e).

“Prepayment Period”: With respect to any Distribution Date, the period commencing on the day after the Determination Date in the calendar month preceding the calendar month in which such Distribution Date occurs (or, in the case of the first Distribution Date, commencing on May 1, 2005) and ending on the Determination Date of the calendar month in which such Distribution Date occurs.

“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.

“Principal Remittance Amount”: With respect to any Distribution Date, the sum of the (i) the Group I Principal Remittance Amount and (ii) the Group II Principal Remittance Amount.

“Prospectus Supplement”: The Prospectus Supplement, dated May 23, 2005, relating to the public offering of the Offered Certificates.

“PTCE”: A Prohibited Transaction Class Exemption.

“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an Advance by the Master Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Sections 3.05(a)(v) and 3.16(a) and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the Master Servicer, the NIMS Insurer or the Trustee in respect of the breach or defect giving rise to the purchase obligation, as well as any costs and damages incurred by the Trust Fund in connection with any violation by such loan of any predatory or abusive lending law.

“Qualified Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan, have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (viii) have the same Due Date as the Due Date on the Deleted

Mortgage Loan, (ix) have 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, (x) have a risk grading determined by the Seller at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the Seller or an Affiliate of the Seller in accordance with the same underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least equal to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii) not be more than 59 or more days delinquent or any additional days delinquent than the Deleted Mortgage Loan, (xiv) conform to each representation and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan and (xv) be covered by the PMI Policy if the Deleted Mortgage Loan was covered by the PMI Policy. 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 Stated Principal Balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the terms described in clause (vii) hereof shall be determined on the basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as to each such mortgage loan, the risk gradings described in clause (x) 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 (xiv) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

“Rating Agency” or “Rating Agencies”: Moody’s, Fitch and S&P or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, notice of which designation shall be given to the Trustee and the Master Servicer.

“Realized Loss”: With respect to each Mortgage Loan as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid Stated Principal Balance of such Mortgage Loan as of the commencement of the calendar month in which the Final Recovery Determination was made, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus (iv) the proceeds, if any, received in respect of such Mortgage Loan during the calendar month in which such Final Recovery Determination was made, net of amounts that are payable therefrom to the Master Servicer with respect to such Mortgage Loan pursuant to Section 3.05(a)(ii). If the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of Realized Losses with respect to that Mortgage Loan shall be reduced to the extent such recoveries are applied to principal distributions on any Distribution Date.

With respect to any REO Property as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid Stated Principal Balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of

REMIC I, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such Final Recovery Determination was made, plus (iv) any amounts previously withdrawn from the Collection Account in respect of the related Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus (v) the aggregate of all Advances made by the Master Servicer in respect of such REO Property or the related Mortgage Loan for which the Master Servicer has been or, in connection with such Final Recovery Determination, shall be reimbursed pursuant to Section 3.13 out of rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property, minus (vi) the total of all net rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property that has been, or in connection with such Final Recovery Determination, shall be transferred to the Distribution Account pursuant to Section 3.13.

With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the Stated Principal Balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the Stated Principal Balance of the Mortgage Loan as reduced by the Deficient Valuation.

With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the portion, if any, of the reduction in each affected Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a court of competent jurisdiction. Each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment.

If the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan shall be reduced to the extent such recoveries are applied to principal distributions on any Distribution Date.

“Record Date”: With respect to each Distribution Date and any Adjustable-Rate Certificate that is a Book-Entry Certificate, the Business Day immediately preceding such Distribution Date. With respect to each Distribution Date and any other Class of Certificates, including any Definitive Certificates, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.

“Reference Banks”: Deutsche Bank, Barclays Bank PLC, The Tokyo Mitsubishi Bank and National Westminster Bank PLC and their successors in interest; provided, however, that if any of the foregoing banks are not suitable to serve as a Reference Bank, then any leading banks selected by the Trustee (after consultation with the Depositor and the NIMS Insurer, if any) which are engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) not controlling, under the control

of or under common control with the Depositor or any Affiliate thereof and (iii) which have been designated as such by the Trustee.

“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.

“Regular Certificate”: Any Class A Certificate, Mezzanine Certificate, Class P Certificate or Class CE Certificate.

“Regular Interest”: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

“Relief Act”: The Servicemembers Civil Relief Act or any applicable state law providing similar relief.

“Relief Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended calendar month as a result of the application of the Relief Act.

“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

“REMIC I”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and Prepayment Charges as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies (including the PMI Policy) required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement (including any security interest created thereby) to the extent conveyed pursuant to Section 2.01 and (v) the Collection Account (other than any amounts representing any Master Servicer Prepayment Charge Payment Amounts), the Distribution Account (other than any amounts representing any Master Servicer Prepayment Charge Payment Amounts) and any REO Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, REMIC I specifically excludes any Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap Account, all payments and other collections of principal and interest due on the Mortgage Loans on or before the Cut-off Date and all Prepayment Charges payable in connection with Principal Prepayments made before the Cut-off Date.

“REMIC I Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a “regular interest” in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC I Regular Interests: REMIC I Regular Interest I-LT1, REMIC I Regular Interest I-LT1PF, REMIC I Regular Interest I-LT2, REMIC I Regular Interest I-LT2PF and REMIC I Regular Interest I-LTP.

“REMIC I Remittance Rate”: With respect to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LTP, and (i) for the first three Distribution Dates, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group I Initial Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (a) the Servicing Fee Rate, (b) the Trustee Fee Rate and (c) the PMI Insurer Fee Rate, if applicable, and (ii) thereafter, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group I Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (a) the Servicing Fee Rate, (b) the Trustee Fee Rate and (c) the PMI Insurer Fee Rate, if applicable. With respect to REMIC I Regular Interest I-LT2, and (i) for the first three Distribution Dates, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group II Initial Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (a) the Servicing Fee Rate, (b) the Trustee Fee Rate and (c) the PMI Insurer Fee Rate, if applicable, and (ii) thereafter, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group II Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (a) the Servicing Fee Rate, (b) the Trustee Fee Rate and (c) the PMI Insurer Fee Rate, if applicable. With respect to REMIC I Regular Interest I-LT1PF and (i) the first three Distribution Dates, 0.00% and (ii) thereafter, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group I Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (a) the Servicing Fee Rate, (b) the Trustee Fee Rate and (c) the PMI Insurer Fee Rate, if applicable. With respect to REMIC I Regular Interest I-LT2PF and (i) the first three Distribution Dates, 0.00% and (ii) thereafter, the weighted average of the per annum rates of interest equal to the Mortgage Rates on the Group II Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (a) the Servicing Fee Rate, (b) the Trustee Fee Rate and (c) the PMI Insurer Fee Rate, if applicable.

“REMIC II”: The segregated pool of assets described in the Preliminary Statement.

“REMIC II Group I Regular Interests”: REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-51-B as designated in the Preliminary Statement hereto.

“REMIC II Group II Regular Interests”: REMIC I Regular Interest II-1-A through REMIC II Regular Interest I-51-B as designated in the Preliminary Statement hereto.

“REMIC II Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC II Regular Interests are set forth in the Preliminary Statement hereto. The REMIC II Regular Interests consist of the REMIC II Group I Regular Interests and REMIC II Group II Regular Interests.

“REMIC II Remittance Rate”: With respect to each REMIC II Group I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Mortgage Rates of the Group I Mortgage Loans less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the PMI Insurer Fee Rate, if applicable, multiplied by 2, subject to a maximum rate of 8.0280%. With respect to each REMIC II Group I Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Mortgage Rates of the Group I Mortgage Loans less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the PMI Insurer Fee Rate, if applicable, over (ii) 8.0280% and (y) 0.00%. With respect to each REMIC II Group II Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Mortgage Rates of the Group II Mortgage Loans less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the PMI Insurer Fee Rate, if applicable, multiplied by 2, subject to a maximum rate of 8.0280%. With respect to each REMIC II Group II Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Mortgage Rates of the Group II Mortgage Loans less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the PMI Insurer Fee Rate, if applicable, over (ii) 8.0280% and (y) 0.00%.

“REMIC III”: The segregated pool of assets described in the Preliminary Statement.

“REMIC III Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC III Remittance Rate for REMIC III Regular Interest III-LTAA minus the Marker Rate, divided by (b) 12.

“REMIC III Marker Allocation Percentage”: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11, REMIC III Regular Interest III-LTZZ and REMIC III Regular Interest III-LTP.

“REMIC III Overcollateralization Target Amount”: 0.50% of the Overcollateralization Target Amount.

“REMIC III Overcollateralized Amount”: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC III Regular Interests minus (III) the aggregate Uncertificated Balance of REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11 and REMIC III Regular Interest III-LTP in each case as of such date of determination.

“REMIC III Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (III) one minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular Interest III-LTM11 and the denominator of which is the aggregate Uncertificated Balance of REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11 and REMIC III Regular Interest III-LTZZ.

“REMIC III Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a “regular interest” in REMIC III. Each REMIC III Regular Interest shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC III Regular Interest III-IO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC III Regular Interests: REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest

III-LTM10, REMIC III Regular Interest III-LTM11, REMIC III Regular Interest III-LTZZ, REMIC III Regular Interest III-LTXX, REMIC III Regular Interest III-LTP, REMIC III Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT1GRP, REMIC III Regular Interest III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC III Regular Interest III-IO.

“REMIC III Remittance Rate”: With respect to REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11, REMIC III Regular Interest III-LTZZ, REMIC III Regular Interest III-LTP, REMIC III Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT2SUB and REMIC III Regular Interest III-LTXX, a per annum rate (but not less than zero) equal to the weighted average of: (x) with respect to each REMIC II Regular Interest ending with the designation “B”, the weighted average of the REMIC II Remittance Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Balances of such REMIC II Regular Interests for each such Distribution Date and (y) with respect to REMIC II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC II Regular Interest listed below, weighted on the basis of the Uncertificated Balances of each such REMIC II Regular Interest for each such Distribution Date:

Distribution Date	REMIC II Regular Interest	Rate
1	I-1-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
2	I-1-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate REMIC II Remittance Rate
3	I-2-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-2-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A	REMIC II Remittance Rate
	II-1-A	REMIC II Remittance Rate
4	I-3-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-3-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A and I-2-A	REMIC II Remittance Rate
	II-1-A and II-2-A	REMIC II Remittance Rate
5	I-4-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-4-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-3-A	REMIC II Remittance Rate
	II-1-A through II-3-A	REMIC II Remittance Rate
6	I-5-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-5-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-4-A	REMIC II Remittance Rate
	II-1-A through II-4-A	REMIC II Remittance Rate

7	I-6-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-6-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-5-A	REMIC II Remittance Rate
	II-1-A through II-5-A	REMIC II Remittance Rate
8	I-7-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-7-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-6-A	REMIC II Remittance Rate
	II-1-A through II-6-A	REMIC II Remittance Rate
9	I-8-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-8-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-7-A	REMIC II Remittance Rate
	II-1-A through II-7-A	REMIC II Remittance Rate
10	I-9-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-9-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-8-A	REMIC II Remittance Rate
	II-1-A through II-8-A	REMIC II Remittance Rate
11	I-10-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-10-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-9-A	REMIC II Remittance Rate
	II-1-A through II-9-A	REMIC II Remittance Rate
12	I-11-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-11-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-10-A	REMIC II Remittance Rate
	II-1-A through II-10-A	REMIC II Remittance Rate
13	I-12-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-12-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-11-A	REMIC II Remittance Rate
	II-1-A through II-11-A	REMIC II Remittance Rate
14	I-13-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-13-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-12-A	REMIC II Remittance Rate
	II-1-A through II-12-A	REMIC II Remittance Rate
15	I-14-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-14-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-13-A	REMIC II Remittance Rate
	II-1-A through II-13-A	REMIC II Remittance Rate
16	I-15-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-15-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-14-A	REMIC II Remittance Rate
	II-1-A through II-14-A	REMIC II Remittance Rate
17	I-16-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-16-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-15-A	REMIC II Remittance Rate
	II-1-A through II-15-A	REMIC II Remittance Rate
18	I-17-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate

	II-17-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-16-A	REMIC II Remittance Rate
	II-1-A through II-16-A	REMIC II Remittance Rate
19	I-18-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-18-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-17-A	REMIC II Remittance Rate
	II-1-A through II-17-A	REMIC II Remittance Rate
20	I-19-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-19-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-18-A	REMIC II Remittance Rate
	II-1-A through II-18-A	REMIC II Remittance Rate
21	I-20-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-20-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-19-A	REMIC II Remittance Rate
	II-1-A through II-19-A	REMIC II Remittance Rate
22	I-21-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-21-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-20-A	REMIC II Remittance Rate
	II-1-A through II-20-A	REMIC II Remittance Rate
23	I-22-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-22-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-21-A	REMIC II Remittance Rate
	II-1-A through II-21-A	REMIC II Remittance Rate
24	I-23-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-23-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-22-A	REMIC II Remittance Rate
	II-1-A through II-22-A	REMIC II Remittance Rate
25	I-24-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-24-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-23-A	REMIC II Remittance Rate
	II-1-A through II-23-A	REMIC II Remittance Rate
26	I-25-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-25-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-24-A	REMIC II Remittance Rate
	II-1-A through II-24-A	REMIC II Remittance Rate
27	I-26-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-26-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-25-A	REMIC II Remittance Rate
	II-1-A through II-25-A	REMIC II Remittance Rate
28	I-27-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-27-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-26-A	REMIC II Remittance Rate
	II-1-A through II-26-A	REMIC II Remittance Rate
29	I-28-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-28-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-27-A	REMIC II Remittance Rate
	II-1-A through II-27-A	REMIC II Remittance Rate

30	I-29-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-29-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-28-A	REMIC II Remittance Rate
	II-1-A through II-28-A	REMIC II Remittance Rate
31	I-30-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-30-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-29-A	REMIC II Remittance Rate
	II-1-A through II-29-A	REMIC II Remittance Rate
32	I-31-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-31-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-30-A	REMIC II Remittance Rate
	II-1-A through II-30-A	REMIC II Remittance Rate
33	I-32-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-32-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-31-A	REMIC II Remittance Rate
	II-1-A through II-31-A	REMIC II Remittance Rate
34	I-33-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-33-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-32-A	REMIC II Remittance Rate
	II-1-A through II-32-A	REMIC II Remittance Rate
35	I-34-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-34-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-33-A	REMIC II Remittance Rate
	II-1-A through II-33-A	REMIC II Remittance Rate
36	I-35-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-35-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-34-A	REMIC II Remittance Rate
	II-1-A through II-34-A	REMIC II Remittance Rate
37	I-36-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-36-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-35-A	REMIC II Remittance Rate
	II-1-A through II-35-A	REMIC II Remittance Rate
38	I-37-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-37-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-36-A	REMIC II Remittance Rate
	II-1-A through II-36-A	REMIC II Remittance Rate
39	I-38-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-38-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-37-A	REMIC II Remittance Rate
	II-1-A through II-37-A	REMIC II Remittance Rate
40	I-39-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-39-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-38-A	REMIC II Remittance Rate
	II-1-A through II-38-A	REMIC II Remittance Rate
41	I-40-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate

	II-40-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-39-A	REMIC II Remittance Rate
	II-1-A through II-39-A	REMIC II Remittance Rate
42	I-41-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-41-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-40-A	REMIC II Remittance Rate
	II-1-A through II-40-A	REMIC II Remittance Rate
43	I-42-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-42-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-41-A	REMIC II Remittance Rate
	II-1-A through II-41-A	REMIC II Remittance Rate
44	I-43-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-43-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-42-A	REMIC II Remittance Rate
	II-1-A through II-42-A	REMIC II Remittance Rate
45	I-44-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-44-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-43-A	REMIC II Remittance Rate
	II-1-A through II-43-A	REMIC II Remittance Rate
46	I-45-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-45-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-44-A	REMIC II Remittance Rate
	II-1-A through II-44-A	REMIC II Remittance Rate
47	I-46-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-46-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-45-A	REMIC II Remittance Rate
	II-1-A through II-45-A	REMIC II Remittance Rate
48	I-47-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-47-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-46-A	REMIC II Remittance Rate
	II-1-A through II-46-A	REMIC II Remittance Rate
49	I-48-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-48-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-47-A	REMIC II Remittance Rate
	II-1-A through II-47-A	REMIC II Remittance Rate
50	I-49-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-49-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-48-A	REMIC II Remittance Rate
	II-1-A through II-48-A	REMIC II Remittance Rate
51	I-50-A and I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-50-A and II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-49-A	REMIC II Remittance Rate
	II-1-A through II-49-A	REMIC II Remittance Rate
52	I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A and I-50-A	REMIC II Remittance Rate
	II-1-Aand II-50-A	REMIC II Remittance Rate
thereafter	I-1-A through I-51-A	REMIC II Remittance Rate

II-1-A through II-51-A

REMIC II Remittance Rate

With respect to REMIC III Regular Interest III-LT1GRP, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to REMIC II Group I Regular Interests ending with the designation “B”, the weighted average of the REMIC II Remittance Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Balances of each such REMIC II Regular Interest for each such Distribution Date and (y) with respect to REMIC II Group I Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC II Regular Interests listed below, weighted on the basis of the Uncertificated Balances of each such REMIC II Regular Interest for each such Distribution Date:

Distribution Date	REMIC II Regular Interest	Rate
1	I-1-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate

2	I-1-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate


3	I-2-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A	REMIC II Remittance Rate

4	I-3-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A and I-2-A	REMIC II Remittance Rate

5	I-4-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-3-A	REMIC II Remittance Rate

6	I-5-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-4-A	REMIC II Remittance Rate

7	I-6-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-5-A	REMIC II Remittance Rate

8	I-7-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-6-A	REMIC II Remittance Rate

9	I-8-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-7-A	REMIC II Remittance Rate

10	I-9-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-8-A	REMIC II Remittance Rate

11	I-10-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-9-A	REMIC II Remittance Rate

12	I-11-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-10-A	REMIC II Remittance Rate

13	I-12-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate

	I-1-A through I-11-A	REMIC II Remittance Rate

14	I-13-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-12-A	REMIC II Remittance Rate

15	I-14-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-13-A	REMIC II Remittance Rate

16	I-15-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-14-A	REMIC II Remittance Rate

17	I-16-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-15-A	REMIC II Remittance Rate

18	I-17-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-16-A	REMIC II Remittance Rate

19	I-18-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-17-A	REMIC II Remittance Rate

20	I-19-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-18-A	REMIC II Remittance Rate

21	I-20-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-19-A	REMIC II Remittance Rate

22	I-21-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-20-A	REMIC II Remittance Rate

23	I-22-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-21-A	REMIC II Remittance Rate

24	I-23-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-22-A	REMIC II Remittance Rate

25	I-24-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-23-A	REMIC II Remittance Rate

26	I-25-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-24-A	REMIC II Remittance Rate

27	I-26-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-25-A	REMIC II Remittance Rate

28	I-27-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-26-A	REMIC II Remittance Rate

29	I-28-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-27-A	REMIC II Remittance Rate

30	I-29-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-28-A	REMIC II Remittance Rate


31	I-30-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-29-A	REMIC II Remittance Rate

32	I-31-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-30-A	REMIC II Remittance Rate

33	I-32-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-31-A	REMIC II Remittance Rate

34	I-33-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-32-A	REMIC II Remittance Rate

35	I-34-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-33-A	REMIC II Remittance Rate

36	I-35-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-34-A	REMIC II Remittance Rate

37	I-36-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-35-A	REMIC II Remittance Rate

38	I-37-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-36-A	REMIC II Remittance Rate

39	I-38-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-37-A	REMIC II Remittance Rate

40	I-39-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-38-A	REMIC II Remittance Rate

41	I-40-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-39-A	REMIC II Remittance Rate

42	I-41-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-40-A	REMIC II Remittance Rate

43	I-42-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-41-A	REMIC II Remittance Rate

44	I-43-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-42-A	REMIC II Remittance Rate

45	I-44-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-43-A	REMIC II Remittance Rate

46	I-45-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-44-A	REMIC II Remittance Rate

47	I-46-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-45-A	REMIC II Remittance Rate

48	I-47-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-46-A	REMIC II Remittance Rate

49	I-48-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-47-A	REMIC II Remittance Rate

50	I-49-A through I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-48-A	REMIC II Remittance Rate

51	I-50-A and I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-49-A	REMIC II Remittance Rate

52	I-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-50-A	REMIC II Remittance Rate

thereafter	I-1-A through I-51-A	REMIC II Remittance Rate

With respect to REMIC III Regular Interest III-LT2GRP, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to REMIC II Group II Regular Interests ending with the designation “B”, the weighted average of the REMIC II Remittance Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Balances of each such REMIC II Regular Interest for each such Distribution Date and (y) with respect to REMIC II Group II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC II Regular Interests listed below, weighted on the basis of the Uncertificated Balances of each such REMIC II Regular Interest for each such Distribution Date:

Distribution Date	REMIC II Regular Interest	Rate
1	II-1-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate

2	II-1-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate


3	II-2-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A	REMIC II Remittance Rate

4	II-3-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A and II-2-A	REMIC II Remittance Rate

5	II-4-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-3-A	REMIC II Remittance Rate

6	II-5-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-4-A	REMIC II Remittance Rate

7	II-6-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-5-A	REMIC II Remittance Rate

8	II-7-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-6-A	REMIC II Remittance Rate


9	II-8-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-7-A	REMIC II Remittance Rate

10	II-9-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-8-A	REMIC II Remittance Rate

11	II-10-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-9-A	REMIC II Remittance Rate

12	II-11-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-10-A	REMIC II Remittance Rate

13	II-12-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-11-A	REMIC II Remittance Rate

14	II-13-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-12-A	REMIC II Remittance Rate

15	II-14-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-13-A	REMIC II Remittance Rate

16	II-15-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-14-A	REMIC II Remittance Rate

17	II-16-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-15-A	REMIC II Remittance Rate

18	II-17-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-16-A	REMIC II Remittance Rate

19	II-18-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-17-A	REMIC II Remittance Rate

20	II-19-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-18-A	REMIC II Remittance Rate

21	II-20-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-19-A	REMIC II Remittance Rate

22	II-21-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-20-A	REMIC II Remittance Rate

23	II-22-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-21-A	REMIC II Remittance Rate

24	II-23-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-22-A	REMIC II Remittance Rate

25	II-24-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-23-A	REMIC II Remittance Rate

26	II-25-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-24-A	REMIC II Remittance Rate

27	II-26-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-25-A	REMIC II Remittance Rate

28	II-27-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-26-A	REMIC II Remittance Rate

29	II-28-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-27-A	REMIC II Remittance Rate

30	II-29-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-28-A	REMIC II Remittance Rate

31	II-30-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-29-A	REMIC II Remittance Rate

32	II-31-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-30-A	REMIC II Remittance Rate

33	II-32-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-31-A	REMIC II Remittance Rate

34	II-33-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-32-A	REMIC II Remittance Rate

35	II-34-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-33-A	REMIC II Remittance Rate

36	II-35-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-34-A	REMIC II Remittance Rate

37	II-36-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-35-A	REMIC II Remittance Rate

38	II-37-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-36-A	REMIC II Remittance Rate

39	II-38-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-37-A	REMIC II Remittance Rate

40	II-39-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-38-A	REMIC II Remittance Rate

41	II-40-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-39-A	REMIC II Remittance Rate

42	II-41-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-40-A	REMIC II Remittance Rate

43	II-42-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-41-A	REMIC II Remittance Rate

44	II-43-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-42-A	REMIC II Remittance Rate

45	II-44-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-43-A	REMIC II Remittance Rate

46	II-45-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-44-A	REMIC II Remittance Rate

47	II-46-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-45-A	REMIC II Remittance Rate

48	II-47-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-46-A	REMIC II Remittance Rate

49	II-48-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-47-A	REMIC II Remittance Rate

50	II-49-A through II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-48-A	REMIC II Remittance Rate

51	II-50-A and II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-49-A	REMIC II Remittance Rate

52	II-51-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-50-A	REMIC II Remittance Rate

thereafter	II-1-A through II-51-A	REMIC II Remittance Rate

With respect to REMIC III Regular Interest III-IO, and (i) the first Distribution Date through the 52^nd Distribution Date, the excess of (x) the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interests including the designation “SWAP”, over (y) 2 multiplied by Swap LIBOR and (ii) thereafter, 0.00%.

“REMIC III Sub WAC Allocation Percentage”: 50% of any amount payable from or loss attributable to the Mortgage Loans, which shall be allocated to REMIC III Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT1GRP, REMIC III Regular Interest III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC III Regular Interest III-LTXX.

“REMIC III Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of each REMIC III Regular Interest ending with the designation “SUB,” equal to the ratio between, with respect to each such REMIC III Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of Class A Certificates in the related Loan Group.

“REMIC IV”: The segregated pool of assets consisting of all of the REMIC III Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates, the Class SWAP-IO Interest and the Class R Certificate (in respect of the Class R-

IV Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC IV Certificate”: Any Regular Certificate or Class R Certificate.

“REMIC IV Regular Interest”: Any of the Regular Interests in REMIC IV the ownership of which is represented by the Certificates and the Class SWAP-IO Interest.

“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of the Code and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

“REMIC Regular Interest”: Any REMIC I Regular Interest, REMIC II Regular Interest or REMIC III Regular Interest.

“REMIC Remittance Rate”: The REMIC I Remittance Rate, the REMIC II Remittance Rate or the REMIC III Remittance Rate.

“Remittance Report”: A report in form and substance that is acceptable to the Trustee and the NIMS Insurer on a magnetic disk or tape prepared by the Master Servicer pursuant to Section 4.03 with such additions, deletions and modifications as agreed to by the Trustee and the Master Servicer.

“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code as being included in the term “rents from real property.”

“REO Account”: Each of the accounts maintained by the Master Servicer in respect of an REO Property pursuant to Section 3.13, which account may be the Collection Account subject to Section 3.13.

“REO Disposition”: The sale or other disposition of an REO Property on behalf of REMIC I.

“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan, if appropriate) as of the close of business on the Distribution Date in such calendar month.

“REO Principal Amortization”: With respect to any REO Property, for any calendar month, the excess, if any, of (a) the aggregate of all amounts received in respect of such REO Property during such calendar month, whether in the form of rental income, sale proceeds (including, without limitation, that portion of the Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant to Section 9.01 that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to Section 3.13(c) in respect of the proper operation, management and maintenance of

such REO Property or (ii) payable or reimbursable to the Master Servicer pursuant to Section 3.13(d) for unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar month.

“REO Property”: A Mortgaged Property acquired by the Master Servicer on behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.13.

“Representative”: Citigroup Global Markets Inc.

“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.

“Reserve Interest Rate”: With respect to any Interest Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/16%) of the one-month U.S. dollar lending rates which New York City banks selected by the Trustee are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate which New York City banks selected by the Trustee are quoting on such Interest Determination Date to leading European banks.

“Residential Dwelling”: Any one of the following: (i) an attached or detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a detached or attached one-family dwelling in a planned unit development, none of which is a co-operative, mobile or manufactured home (unless such mobile or manufactured home is defined as real property under applicable state law).

“Residual Certificate”: Any one of the Class R Certificates.

“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

“Responsible Officer”: When used with respect to the Trustee, any director, any vice president, any assistant vice president, any associate, any assistant secretary, any trust officer or any other officer of the Trustee, customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Scheduled Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off Date (or the related Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan), the outstanding Stated Principal Balance of such Mortgage Loan as of such date, net of the principal portion of all unpaid Monthly Payments, if any, due on or before such date; (b) as of any Due Date subsequent to the Cut-off Date up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled

Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal portion of each Monthly Payment due on or before such Due Date but subsequent to the Cut-off Date, whether or not received, (ii) all Principal Prepayments received before such Due Date but after the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and Insurance Proceeds received before such Due Date but after the Cut-off Date, net of any portion thereof that represents principal due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) on a Due Date occurring on or before the date on which such proceeds were received and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation occurring before such Due Date, but only to the extent such Realized Loss represents a reduction in the portion of principal of such Mortgage Loan not yet due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of any Due Date subsequent to the date of its acquisition on behalf of the Trust Fund up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such REO Property, an amount (not less than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan as of the Due Date in the calendar month in which such REO Property was acquired, minus the aggregate amount of REO Principal Amortization, if any, in respect of such REO Property for all previously ended calendar months; and (b) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such REO Property, zero.

“Seller”: Ameriquest Mortgage Company, or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

“Senior Group I Principal Distribution Amount”: With respect to any Distribution Date, an amount, not less than zero, equal to the excess of (x) the aggregate Certificate Principal Balance of the Group I Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 75.60% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $8,070,641.25.

“Senior Group II Principal Distribution Amount” With respect to any Distribution Date, an amount, not less than zero, equal to the excess of (x) the aggregate Certificate Principal Balance of the Group II Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 75.60% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,929,358.75.

“Senior Interest Distribution Amount”: With respect to any Distribution Date and any Class A Certificate, an amount equal to the sum of (i) the Interest Distribution Amount for such Distribution Date, (ii) the Interest Carry Forward Amount, if any, and (iii) the Swap Interest Shortfall Amount.

“Sequential Trigger Event”: A Sequential Trigger Event will be in effect if, with respect to any Distribution Date before the 37^th Distribution Date, the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period (reduced by Subsequent Recoveries received through the last day of such Due Period) divided by the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amounts exceeds 1.25%, or if, on or after the 37^th Distribution Date, a Trigger Event is in effect.

“Servicing Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer in connection with a default, delinquency or other unanticipated event by the Master Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, in respect of a particular Mortgage Loan, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property and (iv) the performance of its obligations under Section 3.01, Section 3.04(d), Section 3.08, Section 3.12 and Section 3.13. The Master Servicer shall not be required to make any Servicing Advance in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, would not be ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Servicing Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the applicable Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.

“Servicing Fee Rate”: 0.50% per annum.

“Servicing Officer”: Any employee of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name and specimen signature appear on a list of Servicing Officers furnished by the Master Servicer to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended.

“Servicing Standard”: The standards set forth in the first paragraph of Section 3.01.

“Single Certificate”: With respect to any Class of Certificates (other than the Class P Certificates and the Residual Certificates), a hypothetical Certificate of such Class evidencing a Percentage Interest for such Class corresponding to an initial Certificate Principal Balance or Notional Amount of $1,000. With respect to the Class P Certificates and the Residual

Certificates, a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in such Class.

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

“Startup Day”: With respect to each Trust REMIC, the day designated as such pursuant to Section 10.01(b) hereof.

“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the outstanding principal balance of such Mortgage Loan as of the Cut-off Date (or the related Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan), as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date, to the extent received from the Mortgagor or advanced by the Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all Principal Prepayments received after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Master Servicer as recoveries of principal in accordance with the provisions of Section 3.12, to the extent distributed pursuant to Section 4.01 on or before such date of determination and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Prepayment Period for the most recent Distribution Date coinciding with or preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was acquired before the Distribution Date in any calendar month, the principal portion of the Monthly Payment due on the Due Date in the calendar month of acquisition, to the extent advanced by the Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination, and (ii) the aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended calendar months, to the extent distributed pursuant to Section 4.01 on or before such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.

“Stayed Funds”: If the Master Servicer is the subject of a proceeding under the Bankruptcy Code and the making of a Remittance (as defined in Section 7.02(b)) is prohibited by Section 362 of the Bankruptcy Code, funds that are in the custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court and should have been the subject of such Remittance absent such prohibition.

“Stepdown Date”: The earlier to occur of (i) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero

and (ii) the later to occur of (a) the Distribution Date occurring in June 2008 and (b) the first Distribution Date on which the Credit Enhancement Percentage for the Class A Certificates (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans but prior to any distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 24.40%.

“Sub-Servicer”: Any Person with which the Master Servicer has entered into a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 6.06.

“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 6.11 and is otherwise acceptable to the Master Servicer.

“Sub-Servicing Agreement”: The written contract between the Master Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 6.06.

“Subsequent Cut-off Date”: With respect to those Subsequent Mortgage Loans sold to the Trust Fund pursuant to a Subsequent Transfer Instrument, the later of (x) the first day of the month in which the related Subsequent Transfer Date occurs and (y) the date of origination of such Subsequent Mortgage Loan.

“Subsequent Group I Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group I.

“Subsequent Group II Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group II.

“Subsequent Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust Fund pursuant to Section 2.09, such Mortgage Loan being identified on the Mortgage Loan Schedule attached to a Subsequent Transfer Instrument.

“Subsequent Mortgage Loan Interest”: Any amount constituting (i) a monthly payment of interest received or advanced at the Net Mortgage Rate with respect to a Subsequent Group I Mortgage Loan during the Due Periods relating to the first three Distribution Dates in excess of 0.00% per annum and (ii) a monthly payment of interest received or advanced at the Net Mortgage Rate with respect to a Subsequent Group II Mortgage Loan during the Due Periods relating to the first three Distribution Dates in excess of 0.00% per annum. The Subsequent Mortgage Loan Interest shall be distributable to the Class CE Certificates. The Subsequent Mortgage Loan Interest shall not be an asset of any Trust REMIC.

“Subsequent Mortgage Loan Purchase Agreement”: The agreement between the Depositor and the Seller regarding the transfer of the Subsequent Mortgage Loans by the Seller to the Depositor.

“Subsequent Recoveries”: As of any Distribution Date, unexpected amounts received by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant

to Section 3.04) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.

“Subsequent Transfer Date”: With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent Mortgage Loans are sold to the Trust Fund.

“Subsequent Transfer Instrument”: Each subsequent transfer instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form of Exhibit M, by which Subsequent Mortgage Loans are sold to the Trust Fund.

“Substitution Shortfall Amount”: As defined in Section 2.03(d).

“Swap Administration Agreement”: As defined in Section 4.10(b).

“Swap Account”: The account or accounts created and maintained pursuant to Section 4.09. The Swap Account must be an Eligible Account.

“Swap Administrator”: Deutsche Bank National Trust Company, a national banking association, or its successor in interest, or any successor Swap Administrator appointed pursuant to the Swap Administration Agreement.

“Swap Interest Shortfall Amount”: Any shortfall of interest with respect to any Class of Certificates resulting from the application of the Net WAC Pass-Through Rate due to a discrepancy between the Uncertificated Notional Amount of the Class SWAP-IO Interest and the scheduled notional amount pursuant to the Swap Administration Agreement.

“Swap LIBOR”: A per annum rate equal to the floating rate payable by the Swap Provider under the Swap Agreement.

“Swap Provider”: Bear Stearns Financial Products Inc.

“Swap Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

“Swap Termination Payment”: The payment due under the Interest Rate Swap Agreement upon the early termination of the Interest Rate Swap Agreement.

“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each REMIC in the Trust Fund due to its classification as a REMIC under the REMIC Provisions, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or

filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

“Telerate Page 3750”: The display designated as page “3750” on the Moneyline Telerate (or such other page as may replace page 3750 on that report for the purpose of displaying London interbank offered rates of major banks).

“Termination Price”: As defined in Section 9.01.

“Terminator”: As defined in Section 9.01.

“Transfer”: Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.

“Transferee”: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

“Transferor”: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

“Trigger Event”: A Trigger Event is in effect with respect to a Distribution Date on and after the Stepdown Date if:

(a) the Delinquency Percentage for the Mortgage Loans exceeds the applicable percentages of the Credit Enhancement Percentage for the prior Distribution Date as set forth below for the most senior Class of Certificates then outstanding:

Class	Percentage
A	42.00	%
M-1	50.50	%
M-2	66.10	%
M-3	81.30	%
M-4	101.50	%
M-5	128.10	%
M-6	153.00	%
M-7	179.80	%
M-8	218.00	%
M-9	301.40	%
M-10	488.00	%
M-11	1024.80	%

(b) the Cumulative Loss Percentage exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In	Percentage
June 2007 through May 2008	0.65	%
June 2008 through May 2009	1.25	%
June 2009 through May 2010	1.50	%
June 2010 and thereafter	2.00	%

“Trust Fund”: Collectively, all of the assets of each Trust REMIC, any Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account, distributions made to the Trustee by the Swap Administrator under the Swap Administration Agreement and the Swap Account.

“Trust REMIC”: Each of REMIC I, REMIC II, REMIC III and REMIC IV.

“Trustee”: Deutsche Bank National Trust Company, a national banking association, or its successor in interest, or any successor Trustee appointed as herein provided.

“Trustee Fee”: The amount payable to the Trustee on each Distribution Date pursuant to Section 8.05 as compensation for all services rendered by it and in the exercise and performance of any of the powers and duties of the Trustee hereunder, which amount shall equal the Trustee Fee Rate accrued for one month multiplied by the sum of (i) the aggregate Scheduled Principal Balance of the Mortgage Loans and any REO Properties as of the Due Date in the prior month (or, in the case of the initial Distribution Date, as of the Cut-off Date), calculated on the basis of a 360-day year consisting of twelve 30-day months and (ii) any amounts on deposit in the Pre-Funding Accounts.

“Trustee Fee Rate”: 0.001% per annum.

“Uncertificated Balance”: The amount of any REMIC Regular Interest (other than REMIC III Regular Interest III-IO) outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC Regular Interest (other than REMIC III Regular Interest III-IO) shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of each REMIC Regular Interest (other than REMIC III Regular Interest III-IO) shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.01 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.04. The Uncertificated Balance of REMIC III Regular Interest III-LTZZ shall be increased by interest deferrals as provided in Section 4.01(a)(1). The Uncertificated Balance of each REMIC Regular Interest shall never be less than zero.

“Uncertificated Interest”: With respect to any REMIC Regular Interest for any Distribution Date, one month’s interest at the REMIC Remittance Rate applicable to such REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated Balance or Uncertificated Notional Amount thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of any REMIC Regular Interest shall accrue on the basis of a

360-day year consisting of twelve 30-day months. Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent not covered by payments pursuant to Section 4.03(e) and (b) the aggregate amount of any Relief Act Interest Shortfall, if any, allocated, in each case, to such REMIC Regular Interest pursuant to Section 1.02. In addition, Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest shall be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.

“Uncertificated Notional Amount”: With respect to REMIC III Regular Interest III-IO and each Distribution Date listed below, the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests ending with the designation “A” listed below:

Distribution Date	REMIC II Regular Interests
1	I-1-A through I-51-A and II-1-A through II-51-A
2	I-1-A through I-51-A and II-1-A through II-51-A
3	I-2-A through I-51-A and II-2-A through II-51-A
4	I-3-A through I-51-A and II-3-A through II-51-A
5	I-4-A through I-51-A and II-4-A through II-51-A
6	I-5-A through I-51-A and II-5-A through II-51-A
7	I-6-A through I-51-A and II-6-A through II-51-A
8	I-7-A through I-51-A and II-7-A through II-51-A
9	I-8-A through I-51-A and II-8-A through II-51-A
10	I-9-A through I-51-A and II-9-A through II-51-A
11	I-10-A through I-51-A and II-10-A through II-51-A
12	I-11-A through I-51-A and II-11-A through II-51-A
13	I-12-A through I-51-A and II-12-A through II-51-A
14	I-13-A through I-51-A and II-13-A through II-51-A
15	I-14-A through I-51-A and II-14-A through II-51-A
16	I-15-A through I-51-A and II-15-A through II-51-A
17	I-16-A through I-51-A and II-16-A through II-51-A
18	I-17-A through I-51-A and II-17-A through II-51-A
19	I-18-A through I-51-A and II-18-A through II-51-A
20	I-19-A through I-51-A and II-19-A through II-51-A
21	I-20-A through I-51-A and II-20-A through II-51-A
22	I-21-A through I-51-A and II-21-A through II-51-A
23	I-22-A through I-51-A and II-22-A through II-51-A
24	I-23-A through I-51-A and II-23-A through II-51-A
25	I-24-A through I-51-A and II-24-A through II-51-A
26	I-25-A through I-51-A and II-25-A through II-51-A
27	I-26-A through I-51-A and II-26-A through II-51-A
28	I-27-A through I-51-A and II-27-A through II-51-A
29	I-28-A through I-51-A and II-28-A through II-51-A
30	I-29-A through I-51-A and II-29-A through II-51-A
31	I-30-A through I-51-A and II-30-A through II-51-A
32	I-31-A through I-51-A and II-31-A through II-51-A
33	I-32-A through I-51-A and II-32-A through II-51-A
34	I-33-A through I-51-A and II-33-A through II-51-A
35	I-34-A through I-51-A and II-34-A through II-51-A
36	I-35-A through I-51-A and II-35-A through II-51-A
37	I-36-A through I-51-A and II-36-A through II-51-A
38	I-37-A through I-51-A and II-37-A through II-51-A
39	I-38-A through I-51-A and II-38-A through II-51-A
40	I-39-A through I-51-A and II-39-A through II-51-A
41	I-40-A through I-51-A and II-40-A through II-51-A
42	I-41-A through I-51-A and II-41-A through II-51-A
43	I-42-A through I-51-A and II-42-A through II-51-A
44	I-43-A through I-51-A and II-43-A through II-51-A

45	I-44-A through I-51-A and II-44-A through II-51-A
46	I-45-A through I-51-A and II-45-A through II-51-A
47	I-46-A through I-51-A and II-46-A through II-51-A
48	I-47-A through I-51-A and II-47-A through II-51-A
49	I-48-A through I-51-A and II-48-A through II-51-A
50	I-49-A through I-51-A and II-49-A through II-51-A
51	I-50-A through I-51-A and II-50-A through II-51-A
52	I-51-A and II-51-A
thereafter	$0.00

With respect to the Class IO Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC III Regular Interest III-IO.

“Underwriters”: Each of the Representative, J.P. Morgan Securities Inc., BNP Paribas Securities Corp. and Goldman, Sachs & Co.

“Underwriters’ Exemption”: As defined in the Prospectus Supplement.

“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.08.

“United States Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations); provided that, solely for purposes of the restrictions on the transfer of Residual Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence. The term “United States” shall have the meaning set forth in Section 7701 of the Code.

“Value”: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced

Mortgage Loan by an appraiser who met the minimum requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 or, subject to the Originator’s underwriting guidelines, an insured automated valuation model.

“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. With respect to any date of determination, 98% of all Voting Rights shall be allocated among the Holders of the Class A Certificates, the Mezzanine Certificates and the Class CE Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights shall be allocated to the Holders of the Class P Certificates and 1% of all Voting Rights shall be allocated among the Holders of the Residual Certificates. The Voting Rights allocated to each Class of Certificate shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date.

SECTION 1.02.

Allocation of Certain Interest Shortfalls.

For purposes of calculating the amount of Accrued Certificate Interest and the amount of the Interest Distribution Amount for the Class A Certificates, the Mezzanine Certificates and the Class CE Certificates for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to reduce the interest accrued on the Class CE Certificates, based on, and to the extent of, one month’s interest at the applicable Pass-Through Rate on the Notional Amount of such Certificates, and thereafter, among the Class A Certificates and the Mezzanine Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rates on the respective Certificate Principal Balances of each such Certificate.

For purposes of calculating the amount of Uncertificated Interest for the REMIC I Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 4.03(e)) and Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, (a) with respect to the Group I Mortgage Loans, to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF, in each case to the extent of one month’s interest at the then applicable respective REMIC I Remittance Rate on the respective Uncertificated Balance of each such REMIC I Regular Interest; provided, however, with respect to the first three Distribution Dates, such amounts relating to the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1 and such amounts relating to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1PF and (b) with respect to the Group II Mortgage Loans, to REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, in each case to the extent of one month’s interest at the then applicable respective REMIC I Remittance Rate on the respective Uncertificated Balance of each such REMIC I Regular Interest; provided, however, with respect to the first three Distribution Dates, such amounts relating to the Initial Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2 and such amounts relating to the Subsequent Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

For purposes of calculating the amount of Uncertificated Interest for the REMIC II Group I Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of Loan Group I shall be allocated first, to REMIC II Group I Regular Interests ending with the designation “B”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Principal Balances of each such REMIC II Regular Interest, and then, to REMIC II Group I Regular Interests ending with the designation “A”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest. For purposes of calculating the amount of Uncertificated Interest for the REMIC II Group II Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of Loan Group II shall be allocated first, to REMIC II Group II Regular Interests ending with the designation “B”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest, and then, to REMIC II Group II Regular Interests ending with the designation “A”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest.

For purposes of calculating the amount of Uncertificated Interest for the REMIC III Regular Interests for any Distribution Date:

(i) The REMIC III Marker Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 4.03(e)) and the REMIC III Marker Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC III Regular Interest III-LTA1A, III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11 and REMIC III Regular Interest III-LTZZ, on a pro rata basis, based on, and to the extent of, one month’s interest at the then applicable respective REMIC III Remittance Rates on the respective Uncertificated Balances of each such REMIC III Regular Interest; and

(ii) The REMIC III Sub WAC Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 4.03(e)) and the REMIC III Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated to Uncertificated Interest payable to REMIC III Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT1GRP,

REMIC III Regular Interest III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC III Regular Interest III-LTXX, on a pro rata basis, based on, and to the extent of, one month’s interest at the then applicable respective REMIC III Remittance Rates on the respective Uncertificated Balances of each such REMIC III Regular Interest.

SECTION 1.03.

Rights of the NIMS Insurer.

Each of the rights of the NIMS Insurer set forth in this Agreement shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes issued pursuant to an Indenture and (ii) any series of notes issued pursuant to one or more Indentures remain outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payment on such notes; provided, however, the NIMS Insurer shall not have any rights hereunder (except pursuant to Section 11.01 in the case of clause (ii) below) during the period of time, if any, that (i) the NIMS Insurer has not undertaken to guarantee certain payments of notes issued pursuant to the Indenture or (ii) any default has occurred and is continuing under the insurance policy issued by the NIMS Insurer with respect to such notes.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.

Conveyance of Mortgage Loans.

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, all other assets included or to be included in REMIC I, payments made to the Trustee by the Swap Administrator under the Swap Administration Agreement and the Swap Account. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, the PMI Policy, the Original Pre-Funded Amounts and the required deposit to the Interest Coverage Accounts, and the Trustee, on behalf of the Certificateholders, acknowledges receipt of the same.

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned, and the Depositor shall, in accordance with Section 2.09, deliver or cause to be delivered to the Custodian, the following documents or instruments (a “Mortgage File”):

(i) the original Mortgage Note, endorsed in blank, without recourse, or in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2.00% of the Pool Balance as of the Cut-off Date;

(ii) the original Mortgage, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;

(iii)

an original Assignment assigned in blank, without recourse;

(iv) the original recorded intervening Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments;

(v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and

(vi) the original lender’s title insurance policy or an attorney’s opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company.

If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date (or the related Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

The Master Servicer (in its capacity as Seller) shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee, following the later of (i) the Closing Date (or the related Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans), (ii) the date on which the Seller receives the Assignment from the Custodian and (iii) the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in Section 2.01(iii) above in the following form: “Deutsche Bank National Trust Company, as Trustee under the applicable agreement.” In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer (in its capacity as Seller) shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded.

Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be

submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided further, however, each Assignment shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one Assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense.

All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer.

The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a “High-Cost Home Loan” as defined by HOEPA or any other applicable predatory or abusive lending laws.

SECTION 2.02.

Acceptance of REMIC I by the Trustee.

Subject to the provisions of Section 2.01 and subject to any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all interests and all other assets included in the definition of “REMIC I” under clauses (i), (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution Account) and declares that it, or such Custodian as its agent, holds and shall hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or shall hold all such assets and such other assets included in the definition of “REMIC I” in trust for the exclusive use and benefit of all present and future Certificateholders.

On or prior to the Closing Date, the Trustee agrees, for the benefit of the Certificateholders, to execute and deliver (or cause the Custodian to execute and deliver) to the Depositor and the NIMS Insurer an acknowledgment of receipt of the Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto.

The Trustee agrees, for the benefit of the Certificateholders, to review (or cause a Custodian on its behalf to review) each Mortgage Note within 45 days of the Closing Date (or the related Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) and to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or such Custodian and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan, (iii) based on its or the Custodian’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6), (9), (10), (13), (15) and (19) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee or such Custodian was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose or whether they have actually been recorded or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01.

Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the Master Servicer and the NIMS Insurer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver to the Trustee, the Depositor, the Master Servicer and the NIMS Insurer a final certification in the form attached to the Custodial Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, with respect to all of the Initial Mortgage Loans and Subsequent Mortgage Loans. Upon the request of the Master Servicer, any exception report related to the final certification shall be provided in an electronic computer readable format as mutually agreed upon by the Master Servicer and the Trustee.

If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee or any Custodian finds any document or documents constituting a part of a Mortgage File to be missing, mutilated, torn or defaced or does not conform to the requirements identified above, at the conclusion of its review the Trustee (or a Custodian on behalf of the Trustee) shall so notify the Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Master Servicer or the Trustee of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.

The Trustee (or a Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, Certificate Owner, provide a written report to such Certificateholder, Certificate Owner, of all Mortgage Files released to the Master Servicer for servicing purposes.

SECTION 2.03.

Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor; Payment of Prepayment Charge Payment Amounts.

(a) Upon discovery or receipt of notice (including notice under Section 2.02) of any materially defective document in, or that a document is missing from, the Mortgage File or of the breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Seller, the NIMS Insurer and the Master Servicer of such defect, missing document or breach and request that the Seller deliver such missing document or cure such defect or breach within 90 days from the date the Seller had knowledge or was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Master Servicer (or, in accordance with Section 6.06(b), the Trustee) shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date on which the Seller was notified (subject to Section 2.03(d)) of such missing document, defect or breach, if and to the extent that the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Collection Account, and the Trustee, upon receipt of written certification from the Master Servicer of such deposit, shall release to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto, and the Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(c). It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.

(b) (i) Promptly upon the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.05, which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Master Servicer shall cure such breach in all material respects.

(ii)	Notwithstanding the provisions of Section 2.03(b)(i) above,

(A) on the later of (x) the Master Servicer Remittance Date next following the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of the representation made by the Master Servicer in Section 2.05(vii), which breach materially and adversely affects the interests of the Holders of the Class P Certificates to any Prepayment Charge and (y) the Master Servicer Remittance Date next

following the Prepayment Period relating to such a breach, the Master Servicer shall deposit into the Collection Account the amount of the scheduled Prepayment Charge, less any amount collected and deposited by the Master Servicer into the Collection Account in respect of such Prepayment Charge; and

(B) on the later of (x) the Master Servicer Remittance Date next following the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of the covenant made by the Master Servicer in Section 2.05(viii), which breach materially and adversely affects the interests of the Holders of the Class P Certificates to any Prepayment Charge and (y) the Master Servicer Remittance Date next following the Prepayment Period relating to such a breach, the Master Servicer shall deposit into the Collection Account, as a Master Servicer Prepayment Charge Payment Amount, the amount of the waived Prepayment Charge, but only to the extent required under Section 2.03(b)(iii) below.

(iii)

If with respect to any Prepayment Period,

(A) the dollar amount of Prepayment Charges that are the subject of breaches by the Master Servicer of the covenant made by the Master Servicer in Section 2.05(viii), which breaches materially and adversely affect the interests of the Holders of the Class P Certificates to such Prepayment Charges, exceeds

(B) 5% of the total dollar amount of Prepayment Charges payable by Mortgagors in connection with Principal Prepayments on the related Mortgage Loans that occurred during such Prepayment Period,

then the amount required to be paid by the Master Servicer pursuant to Section 2.03(b)(ii)(B) above shall be limited to an amount, that when added to the amount of Prepayment Charges actually collected by the Master Servicer in respect of Prepayment Charges relating to Principal Prepayments on the related Mortgage Loans that occurred during such Prepayment Period, shall yield a sum equal to 95% of the total dollar amount of Prepayment Charges (exclusive of (A) Prepayment Charges not enforced or collected upon because (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or (ii) the collectability thereof shall have been limited due to acceleration in connection with a foreclosure or other involuntary payment and (B) Prepayment Charges waived by the Master Servicer when such waiver does not breach the covenant set forth in Section 2.05(viii)) payable by Mortgagors in connection with Principal Prepayments on the related Mortgage Loans that occurred during such Prepayment Period.

(c) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a), in the case of the Seller, or Section 2.03(b), in the case of the Depositor, must be effected prior to the date which is two years after the Startup Day for REMIC I.

As to any Deleted Mortgage Loan for which the Seller or the Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller or the Depositor, as the case may be, delivering to the Trustee (or a Custodian on behalf of the Trustee), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage

Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Trustee (or a Custodian on behalf of the Trustee) shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in Section 2.02 and deliver to the Depositor, the NIMS Insurer, the Trustee and the Master Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor, the NIMS Insurer and the Master Servicer a certification substantially in the form of Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of REMIC I and shall be retained by the Depositor or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders shall reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the Depositor or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the Certificateholders, the NIMS Insurer that such substitution has taken place, shall amend the Mortgage Loan Schedule and, if applicable, the Prepayment Charge Schedule, to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the NIMS Insurer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by the Seller, the Mortgage Loan Purchase Agreement, including all applicable representations and warranties thereof.

For any month in which the Depositor or the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month’s interest on such Scheduled Principal Balance at the applicable Net Mortgage Rate. On the date of such substitution, the Depositor or the Seller, as the case may be, shall deliver or cause to be delivered to the Master Servicer for deposit in the Collection Account an amount equal to the Substitution Shortfall Amount, if any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Master Servicer of such deposit, shall release to the Depositor or the Seller, as the case may be, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Depositor or the Seller, as the case may be, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

In addition, the Depositor or the Seller, as the case may be, shall obtain at its own expense and deliver to the Trustee, the NIMS Insurer an Opinion of Counsel to the effect that

such substitution shall not cause (a) any federal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

(d) Upon discovery by the Depositor, the NIMS Insurer, the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties. In connection therewith, the Seller or the Depositor shall repurchase or, subject to the limitations set forth in Section 2.03(c), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made by the Seller. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a). The Trustee shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty.

SECTION 2.04.

[Reserved].

SECTION 2.05.

Representations, Warranties and Covenants of the Master Servicer.

The Master Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:

(i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement;

(ii) The Master Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and

injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

(iii) The execution and delivery of this Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter or by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;

(iv) The Master Servicer is an approved seller/servicer for Fannie Mae or Freddie Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act;

(v) Except as disclosed in the Prospectus Supplement, no litigation is pending against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;

(vii) The information set forth in the Prepayment Charge Schedule attached hereto as Schedule 2 (including the prepayment charge summary attached thereto) is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the collectability thereof may be limited due to acceleration in connection with a foreclosure or other involuntary payment;

(viii) The Master Servicer shall not waive any Prepayment Charge or part of a Prepayment Charge unless, (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or (ii) the collectability thereof shall have been limited due to acceleration in connection with a foreclosure or other involuntary payment or (iii) in the Master Servicer’s reasonable judgment as described in Section 3.01 hereof, (x) such waiver relates to a default or a reasonably foreseeable default, (y) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and (z) doing so is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default). In no event shall the Master Servicer waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default;

(ix) The information set forth in the “monthly tape” provided to the Trustee or any of its affiliates is true and correct in all material respects;

(x) With respect to each Mortgage Loan, the Assignment is in recordable form; (except that the name of the assignee and the recording information with respect to such Mortgage Loan is blank) and each Mortgage Loan was originated in the name of the Master Servicer or an affiliate thereof;

(xi) The Master Servicer has fully furnished and shall continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis; and

(xii) The Master Servicer shall transmit full-file credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan, the Master Servicer shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to a Custodian, as the case may be, and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer, the Master Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the NIMS Insurer and the Trustee. Subject to Section 7.01, the obligation of the Master Servicer set forth in Section 2.03(b) to cure breaches (or in the case of the representations, warranties and covenants set forth in Section 2.05(vii) and Section 2.05(viii) above, to otherwise remedy such breaches pursuant to Section 2.03(b)) shall constitute the sole remedies against the Master Servicer available to the Certificateholders, the Depositor or the

Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05. The preceding sentence shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders (other than in the case of the representations, warranties and covenants set forth in Section 2.05(vii) and Section 2.05(viii) above) pursuant to the Mortgage Loan Purchase Agreement signed by the Master Servicer in its capacity as Seller, respecting a breach of the representations, warranties and covenants of the Master Servicer in its capacity as Seller contained in the Mortgage Loan Purchase Agreement.

SECTION 2.06.

Issuance of the REMIC I Regular Interests and the Class R-I
Interest.

The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I, the receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Class R-I Interest in authorized denominations. The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. The rights of the Class R Certificateholders and REMIC II (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC I in respect of the Class R-I Interest and the REMIC I Regular Interests, respectively, and all ownership interests evidenced or constituted by the Class R-I Interest and the REMIC I Regular Interests, shall be as set forth in this Agreement.

SECTION 2.07.

Conveyance of the REMIC I Regular Interests; Acceptance of
REMIC II, REMIC III and REMIC IV by the Trustee.

(a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the Holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I.

(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC II Regular Interests and the Class R Certificates (in respect of the Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and shall hold the same in trust for the

exclusive use and benefit of the Holders of the REMIC II Regular Interests and the Class R Certificates (in respect of the Class R-II Interest). The interests evidenced by the Class R-II Interest, together with the REMIC II Regular Interests, constitute the entire beneficial ownership interest in REMIC II.

(c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest, together with the REMIC III Regular Interests, constitute the entire beneficial ownership interest in REMIC III.

(d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC III Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC IV Regular Interests and the Class R Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the REMIC III Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC IV Regular Interests and the Class R Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest, together with the Regular Certificates and the Class SWAP-IO Interest, constitute the entire beneficial ownership interest in REMIC IV.

SECTION 2.08.

Issuance of Class R Certificates.

The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the REMIC IV Regular Interests, constitute the entire beneficial ownership interest in REMIC I, REMIC II, REMIC III and REMIC IV.

SECTION 2.09.

Conveyance of the Subsequent Mortgage Loans.

(a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee for the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal

due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal due and interest accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee, the Guarantor and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date.

The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

(b) The Depositor shall transfer and deliver to the Trustee for deposit in the Trust Fund the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

(i) the Depositor shall have provided the Trustee, the Guarantor and the NIMS Insurer with a timely Addition Notice;

(ii) the Depositor shall have delivered to the Trustee, the Guarantor and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have been directed by the Master Servicer to deliver a computer file containing such Mortgage Loan Schedule to the Trustee and each Rating Agency at least three Business Days prior to the related Subsequent Transfer Date;

(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit L, neither the Depositor nor the Seller shall be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;

(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;

(v) the Funding Period shall not have terminated;

(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;

(vii) the Depositor shall have delivered to the Trustee, the Guarantor and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;

(viii) the Depositor shall have delivered to the Trustee, the Underwriters, the Guarantor and the NIMS Insurer an Opinion of Counsel addressed to the Trustee, the Underwriters, the Guarantor and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Mortgage Loans; and

(ix) the Depositor shall have delivered to the Trustee the consent of the NIMS Insurer and the Guarantor to the transfer of such Subsequent Mortgage Loans.

(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in paragraph (d) below and the accuracy of the following representations and warranties with respect to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off Date; (ii) the remaining term to stated maturity of the Subsequent Mortgage Loan shall not be less than 116 months and shall not exceed 360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan shall not have a Loan-to-Value Ratio greater than 95.00%; (v) the Subsequent Mortgage Loans shall have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of 4 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than 5.500% or greater than 13.600%; (vii) the Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination or purchase by the Originator in accordance with its standard servicing practices; (viii) the Subsequent Mortgage Loan must have a first payment date occurring on or before August 1, 2005; (ix) the Subsequent Mortgage Loan shall have a Stated Principal Balance no greater than $943,650 and (x) the Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under the section “The Mortgage Pool—Underwriting Standards; Representations” in the Prospectus Supplement.

(d) Following the purchase of the Subsequent Group I Mortgage Loans, the Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.846% and not more than 7.946%; (iii) have a weighted average Loan-to-Value Ratio of not more than 77.63%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess of Freddie Mac loan limits, (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 60.67% of the Group I Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross Margin of not less than 5.842%, (vii) have a weighted average FICO

score of not less than 613; (viii) will have no more than 15.04% of the Group I Mortgage Loans with a FICO score of less than 540 and (ix) will have no less than 79.67% of the Group I Mortgage Loans covered by the PMI Policy, in each case, measured by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent Cut-off Date, as applicable.

Following the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage Loans (including the related Subsequent Group II Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a weighted average Mortgage Rate of not less than 7.629% and not more than 7.729%; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.17%; (iv) have no Mortgage Loan with a Stated Principal Balance in excess of $943,649; (v) consist of Mortgage Loans with Prepayment Charges representing no less than approximately 56.79% of the Group II Mortgage Loans; (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a weighted average Gross Margin of not less than 5.608%, (vii) have a weighted average FICO score of not less than 632, (viii) will have no more than 7.93% of the Group II Mortgage Loans with a FICO score of less than 540 and (ix) will have no less than 88.85% of the Group II Mortgage Loans covered by the PMI Policy, in each case, measured by aggregate Stated Principal Balance of the Group II Mortgage Loans as of the related Cut-off Date or Subsequent Cut-off Date, as applicable.

(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by the NIMS Insurer, the Guarantor or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any class of Certificates or the Notes issued pursuant to the Indenture (without regard to any policy issued by the NIMs Insurer). At least one Business Day prior to the related Subsequent Transfer Date, the Depositor shall obtain confirmation from each Rating Agency which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the related Subsequent Transfer Date and deliver such confirmation to the Trustee and the Master Servicer; provided, however, that the Master Servicer shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file reasonably acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

ARTICLE III

ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS

SECTION 3.01.

Master Servicer to Act as Master Servicer.

The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with (i) the terms of the respective Mortgage Loans and any insurance policies related thereto, (ii) all Applicable Regulations, (iii) the terms of this Agreement, (iv) the Loss Mitigation Action Plan, if applicable, and (v) to the extent consistent with the preceding requirements, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:

(i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor;

(ii) the ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;

(iii) the Master Servicer’s obligation to make Advances or Servicing Advances; or

(iv) the Master Servicer’s or any Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction (the “Servicing Standard”).

Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 6.06, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee, in accordance with the servicing standards set forth above, (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of forbearance, or of modification and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties, (ii) to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure to convert the ownership of such properties, and to hold or cause to be held title to such properties, in the name of the Trust Fund, on behalf of the Trustee and the Certificateholders, (iii) to market, sell and transfer title of REO Properties held in the name of the Trust Fund to third party purchasers upon terms and conditions the Master Servicer deems reasonable under the Servicing Standard, (iv) to

bring or respond to civil actions or complaints (in its own name or that of the Trust Fund or the Trustee on behalf of the Trust Fund) related to any Mortgage Loan, Mortgaged Property or REO Property held by the Trust Fund and (v) to execute any other document necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder consistent with the Servicing Standard.

At the written request of the Master Servicer, the Trustee shall execute and furnish to the Master Servicer such documents as are necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. By execution of this Agreement, the Trustee, on behalf of the Trust Fund, hereby grants to the Master Servicer a power of attorney to execute any and all documents necessary to carry out any and all servicing duties described in this Agreement (including the taking of and transferring title of REO Properties to third parties held in the name of the Trustee for the benefit of the Trust) and expressly confirms that this paragraph along with the face page and a copy of the signature page (duly executed) to this Agreement shall constitute the power of attorney for evidentiary and/or recording purposes. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney.

Subject to Section 3.04(d) hereof, in accordance with the Servicing Standard, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.04(d), and further as provided in Section 3.05(a). Any cost incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Servicing Standard; provided, however, that:

(A) the Master Servicer shall not make future advances (except as provided in Section 4.03);

(B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless as provided in Section 3.02, (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and

(C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any

Mortgage Loan that would: (i) affect adversely the status of any Trust REMIC as a REMIC, (ii) cause any Trust REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any Trust REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions.

To the extent consistent with the terms of this Agreement, including Section 2.03 and Section 2.05, the Master Servicer may waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Master Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan.

The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement. All references to Master Servicer in this Agreement shall be deemed to include any Sub-Servicer duly appointed by the Master Servicer pursuant to this Agreement.

SECTION 3.02.

Collection of Certain Mortgage Loan Payments.

The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or, if applicable, penalty interest, (ii) waive any provision of any Mortgage Loan requiring the related Mortgagor to submit to mandatory arbitration with respect to disputes arising thereunder or (iii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided that any extension pursuant to clause (iii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder. The NIMS Insurer’s prior written consent shall be required for any modification, waiver or amendment if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans as of the Cut-off Date. In the event of any such arrangement pursuant to clause (iii) above, the Master Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.03 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements.

Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master Servicer, consistent with the Servicing Standard, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, forgive the

payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “forbearance”), provided, however, that in determining which course of action permitted by this sentence it shall pursue, the Master Servicer shall adhere to the Loss Mitigation Action Plan. The Master Servicer’s analysis supporting any forbearance and the conclusion that any forbearance meets the standards of Section 3.01 and the Loss Mitigation Action Plan shall be reflected in writing in the Mortgage File.

In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement.

SECTION 3.03.

[Reserved].

SECTION 3.04.

Collection Account, Escrow Account and Distribution Account.

(a) Collection Account. On behalf of the Trust Fund, the Master Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain in the name of the Trustee one or more accounts (such account or accounts, the “Collection Account”) in accordance with this Section 3.04, held in trust for the benefit of the Trustee and the Certificateholders.

(b) Deposits to the Collection Account. On behalf of the Trust Fund, the Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, and retain therein, the following payments and collections received or made by it subsequent to the Cut-off Date with respect to the Mortgage Loans, or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:

(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans and REO Properties;

(ii) all payments on account of interest on the Mortgage Loans and REO Properties adjusted to the Net Mortgage Rate;

(iii) all Insurance Proceeds and Liquidation Proceeds (other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicing Standard), Subsequent Recoveries and any amounts received in respect of the rental of any REO Property prior to REO Disposition;

(iv) all proceeds related to the purchase, substitution or repurchase of any Mortgage Loan or REO Property in accordance with Section 2.03;

(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.09 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Master Servicer’s own funds, without reimbursement therefor;

(vi) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;

(vii) all amounts required to be deposited in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03 (for purposes of this clause (vii), the Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of substitution);

(viii) any amounts required to be deposited by the Master Servicer pursuant to Section 4.03(b);

(ix) all Prepayment Charges collected by the Master Servicer, all Prepayment Charges payable by the Master Servicer pursuant to Section 2.03(b)(ii)(A) and all Master Servicer Prepayment Charge Payment Amounts payable by the Master Servicer pursuant to Section 2.03(b)(ii)(B) as limited by Section 2.03(b)(iii); and

(x)	without duplication, all payments of claims under the PMI Policy.

The foregoing requirements for deposit to the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees, insufficient funds charges, modification fees and other ancillary fees (but not Prepayment Charges) need not be deposited by the Master Servicer in the Collection Account and shall upon collection, belong to the Master Servicer as additional compensation for its servicing activities. In the event the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

(c) Escrow Account. The Master Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments

separate and apart from any of its own funds and general assets and shall establish and maintain in the name of the Trustee one or more accounts (such account or accounts, the “Escrow Account”) held in trust for the benefit of the Certificateholders and the Trustee.

(d) Deposits to the Escrow Account. The Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer’s receipt thereof, and shall thereafter deposit in the Escrow Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, and retain therein:

(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement; and

(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property.

(e) Distribution Account. On behalf of the Trust Fund, the Trustee shall segregate and hold all funds collected and received pursuant to this Agreement separate and apart from any of its own funds and general assets and shall establish and maintain in the name of the Trust Fund one or more segregated accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Certificateholders.

(f) Trustee Deposits to the Distribution Account. Upon receipt, the Trustee shall deposit or cause to be deposited into the Distribution Account all payments of any nature received from the Master Servicer in accordance with this Agreement. The Trustee shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.06 in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account. Furthermore, promptly upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Trustee shall deposit such funds in the Distribution Account, subject to withdrawal thereof pursuant to Section 7.02(b) or as otherwise permitted hereunder.

(g) Master Servicer Transfer of Funds to the Distribution Account. On behalf of the Trust Fund, the Master Servicer shall deliver to the Trustee in immediately available funds for deposit in the Distribution Account by 3:00 p.m. (New York time) on the Master Servicer Remittance Date, (i) that portion of Available Funds (calculated without regard to the references in clause (2) of the definition thereof to amounts that may be withdrawn from the Distribution Account) for the related Distribution Date then on deposit in the Collection Account, (ii) without duplication, the amount of all Prepayment Charges collected by the Master Servicer, all Prepayment Charges payable by the Master Servicer pursuant to Section 2.03(b)(ii)(A) and all Master Servicer Prepayment Charge Payment Amounts payable by the Master Servicer pursuant to Section 2.03(b)(ii)(B), subject to Section 2.03(b)(iii) (in each case to the extent not related to Principal Prepayments occurring after the related Prepayment Period) and (iii) any amounts reimbursable to an Advancing Person pursuant to Section 3.23 and the terms of the related Advance Facility.

In addition, the Master Servicer shall deliver to the Trustee from time to time as required by this Agreement, for deposit and the Trustee shall so deposit, in the Distribution Account:

(i)	any Advances, as required pursuant to Section 4.03;

(ii) any amounts required to be deposited pursuant to Section 3.13 in connection with any REO Property;

(iii) any amounts to be paid in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 3.16 and Section 9.01;

(iv) any Compensating Interest as required pursuant to Section 4.03(e);

(v) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;

(vi) any amounts required to be paid by the Master Servicer pursuant to Section 3.06 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account; and

(vii) any amounts required to be paid to the Trustee from the assets of the Trust Fund on deposit in the Collection Account pursuant to this Agreement, including but not limited to amounts required to be paid to the Trustee pursuant to Section 7.02 and Section 8.05.

Funds held in the Collection Account pursuant to Section 3.04(b) may at any time be delivered by the Master Servicer to the Trustee for deposit into the Distribution Account and for all purposes of this Agreement shall be deemed to be a part of the Collection Account until the Business Day prior to the Distribution Date; provided, however, that the Trustee shall have the sole authority to withdraw any funds held pursuant to this paragraph. In the event the Master Servicer shall deliver to the Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Trustee withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding.

(h) Investment of Account Funds. Funds on deposit in the Collection Account, the Distribution Account, any REO Account and any Escrow Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.06. Any investment earnings or interest paid on funds deposited in the Collection Account, any REO Account and any Escrow Account (subject to Section 3.05(b)) shall accrue to the benefit of the Master Servicer and the Master Servicer shall be entitled to retain and withdraw such interest from each such account on a daily basis. Any investment earnings or interest paid on funds deposited in the Distribution Account, shall accrue to the benefit of the Trustee and the Trustee shall be entitled to retain and withdraw such interest from each such account on a daily basis.

Funds on deposit in the Pre-Funding Accounts, the Interest Coverage Accounts and the Net WAC Rate Carryover Reserve Account may be invested in Permitted Investments in

accordance with Section 3.06, subject to any limitations set forth in Section 4.07 (with respect to the Pre-Funding Accounts), Section 4.08 (with respect to the Interest Coverage Accounts) and Section 4.10 (with respect to the Net WAC Rate Carryover Reserve Account) and any investment earnings or interest paid shall accrue to the benefit of the party designated in such section.

(i) Creation, Location and Subsequent Transfers of Accounts. Each account created pursuant to this Agreement must be an Eligible Account. On or prior to the Closing Date, the Master Servicer and the Trustee shall give notice, to each other, the NIMS Insurer and the Depositor of the location of any account created by it pursuant to this Agreement. From time to time, the Master Servicer and the Trustee may each transfer any account created by it to a different depository institution provided that upon such transfer the written notice is provided to all other parties listed in the preceding sentence.

(j) In order to comply with its duties under the U.S.A. Patriot Act of 2001, the Trustee shall obtain and verify certain information and documentation from the other parties to this Agreement including, but not limited to, each such party’s name, address, and other identifying information.

SECTION 3.05.

Permitted Withdrawals From the Collection Account, Escrow
Account and Distribution Account.

(a) Collection Account. The Master Servicer may, from time to time, withdraw from the Collection Account for the following purposes or as described in Section 4.03:

(i) to remit to the Trustee for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.04(g) or permitted to be so remitted pursuant to the last paragraph of Section 3.04(g);

(ii) subject to Section 3.12(c), to reimburse itself for (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances and (c) any unreimbursed Advances, the Master Servicer’s right to reimburse itself pursuant to this subclause (ii) being limited to any Late Collections, Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received on the related Mortgage Loan and any amounts received in respect of the rental of the related REO Property prior to an REO Disposition that represent payments of principal and/or interest respecting which any such advance was made;

(iii) to reimburse itself for (a) any unpaid Servicing Fees to the extent not recoverable under Section 3.05(a)(ii) and (b) any unpaid Advances or Servicing Advances that have been deemed Nonrecoverable Advances or Nonrecoverable Servicing Advances;

(iv) to pay to itself any Prepayment Interest Excess;

(v) to reimburse itself for any amounts paid pursuant to Section 3.12(b) (and not otherwise previously reimbursed);

(vi) to pay to itself as servicing compensation any interest earned on funds in the Collection Account;

(vii) subject to Section 4.03(b), to reimburse the Master Servicer in respect of any unreimbursed Advances to the extent of funds held in the Collection Account for future distribution that were not included in Available Funds for the preceding Distribution Date;

(viii) to reimburse the Master Servicer or the Depositor for expenses incurred by or reimbursable to the Master Servicer or the Depositor, as the case may be, pursuant to Section 6.03;

(ix) to remit to the Trustee any amounts that the Trustee is permitted to be paid or reimbursed from the assets of the Trust Fund pursuant to the terms of this Agreement, including the terms of Section 7.02(a) and Section 8.05 of this Agreement;

(x) to reimburse the NIMS Insurer, the Master Servicer (if the Master Servicer is not an Affiliate of the Seller) or the Trustee, as the case may be, for enforcement expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 of this Agreement that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;

(xi) to pay to the Master Servicer, the Depositor or the Seller, as the case may be, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 or Section 3.16(a) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;

(xii) to transfer funds in the Collection Account maintained at a particular depository to the Collection Account maintained at a different depository, pursuant to Section 3.04(i);

(xiii) to clear and terminate the Collection Account upon the termination of this Agreement; and

(xiv) to pay the PMI Insurer the PMI Insurer Fee.

On each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000 following any withdrawals pursuant to the next succeeding sentence, the amount of such excess shall be remitted to the Trustee, but only if the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account.” If the balance on deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account,” the Master Servicer shall, on or before 3:00 p.m. New York time on such Business Day, withdraw from the Collection Account any and all amounts payable or reimbursable to the Depositor, the Master Servicer, the Trustee or any Sub-Servicer pursuant to Section 3.05 and shall pay such amounts to the Persons entitled thereto.

The foregoing requirements for withdrawal from the Collection Account shall be exclusive. In the event the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account, to the extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii) and (xi) above. The Master Servicer shall provide written notification to the Trustee and the NIMS Insurer on or prior to the next succeeding Master Servicer Reporting Date, upon making any withdrawals from the Collection Account pursuant to subclause (viii) above.

(b) Escrow Account. The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes:

(i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items;

(ii) to reimburse the Master Servicer for any Servicing Advance made by the Master Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder;

(iii) to refund to the Mortgagor any funds as may be determined to be overages;

(iv) for transfer to the Collection Account in accordance with the terms of this Agreement;

(v) for application to restoration or repair of the Mortgaged Property;

(vi) to pay to the Master Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account;

(vii) to clear and terminate the Escrow Account on the termination of this Agreement; and

(viii)

to transfer to the Collection Account any Insurance Proceeds.

In the event the Master Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. As part of its servicing duties, the Master Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor. The Master Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing

Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

(c) Distribution Account. The Trustee shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes:

(i) to make distributions to the Swap Account in accordance with Section 4.09;

(ii) to make distributions to Certificateholders in accordance with Section 4.01;

(iii)

to pay to itself amounts to which it is entitled pursuant to Section 8.05;

(iv) to pay itself any interest income earned on funds deposited in the Distribution Account pursuant to Section 3.06;

(v)	to reimburse itself pursuant to Section 7.01 and Section 7.02(b);
(vi)	to pay any amounts in respect of taxes pursuant to Section 10.01(g)(iii);
(vii)	[reserved]; and
(viii)	to clear and terminate the Distribution Account pursuant to Section 9.01.

SECTION 3.06.

Investment of Funds in the Collection Account, the Escrow Account, the REO Account and the Distribution Account.

(a) The Master Servicer may direct any depository institution maintaining the Collection Account, the Escrow Account (subject to Section 3.05(b)), and the REO Account and the Trustee may direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.06, each an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement, if the Trustee is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account, the Escrow Account, and the REO Account) over each such investment and (except with respect to the income on funds held in the Collection Account, the Escrow Account and the REO Account) the income thereon, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee shall:

(i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

(ii) demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trustee that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.

(b) All income in the nature of interest from the investment of funds in the Collection Account, the Escrow Account (subject to Section 3.05(b)) and the REO Account shall be for the benefit of the Master Servicer as compensation for the Master Servicer’s services pursuant to this Agreement. The Master Servicer shall deposit in the Collection Account, the Escrow Account, and the REO Account , as applicable, from its own funds the amount of any loss incurred in respect of any such Permitted Investment made with funds in such account immediately upon realization of such loss.

(c) All income in the nature of interest or earnings from the investment of funds in the Distribution Account shall be for the benefit of the Trustee as compensation for the Trustee’s services pursuant to this Agreement. The Trustee shall deposit in the Distribution Account from its own funds the amount of any loss incurred on Permitted Investments in the Distribution Account.

(d) Funds on deposit in the Pre-Funding Accounts, the Interest Coverage Accounts and the Net WAC Rate Carryover Reserve Account may be invested in Permitted Investments in accordance with this Section 3.06 subject to any limitations set forth in Section 4.07 (with respect to the Pre-Funding Accounts), Section 4.08 (with respect to the Interest Coverage Accounts) and Section 4.10 (with respect to the Net WAC Rate Carryover Reserve Account) and any investment earnings or interest paid shall accrue to the benefit of the party designated in such section and the party so designated shall deposit in the related account from its own funds the amount of any loss incurred on Permitted Investments in such account.

(e) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of the NIMS Insurer or the Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

(f) The Trustee or its Affiliates are permitted to receive compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to Section 3.05.

SECTION 3.07.

Payment of Taxes, Insurance and Other Charges.

With respect to each Mortgage Loan, the Master Servicer shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of fire and hazard insurance coverage and, as to those Mortgage Loans subject to a voluntary escrow agreement, shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Master Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or Applicable Regulations. The Master Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances from its own funds to effect such payments. To the extent that the Mortgage does not provide for Escrow Payments, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to determine that any such payments are made by the Mortgagor at the time they first become due and shall ensure that the Mortgaged Property is not lost to a tax lien as a result of nonpayment and that such Mortgaged Property is not left uninsured.

SECTION 3.08.

Maintenance of Hazard Insurance.

The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) the current Stated Principal Balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis and (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. The Master Servicer shall also cause to be maintained fire insurance with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and (ii) the outstanding Stated Principal Balance of the related Mortgage Loan, plus accrued interest at the Mortgage Rate and related Servicing Advances (each measured at the time it became an REO Property). The Master Servicer shall comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. Any amounts to be collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05, if received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.13, if received in respect of an REO Property. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other

additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the Master Servicer shall cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid Stated Principal Balance of the related Mortgage Loan; (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program); and (iii) the maximum insurable value of the improvements which are part of the related Mortgaged Property.

SECTION 3.09.

Maintenance of Mortgage Blanket Insurance.

In the event that the Master Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of “A:V” or better in Best’s Key Rating Guide (or such other rating that is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of Section 3.08, it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of Section 3.08, and there shall have been one or more losses which would have been covered by such policy, deposit to the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.

SECTION 3.10.

Fidelity Bond; Errors and Omissions Insurance.

The Master Servicer shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of the Master Servicer’s obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Fannie Mae or Freddie Mac, unless the Master Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall provide the Trustee and the NIMS Insurer (upon reasonable request) with copies of any such insurance policies and fidelity bond. The Master Servicer shall be deemed to have complied with this provision if an Affiliate of the Master Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Master Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee. The Master Servicer shall also cause each Sub-Servicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.

SECTION 3.11.

Enforcement of Due-On-Sale Clauses; Assumption Agreements.

The Master Servicer shall, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights if prohibited by law from doing so. If the Master Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Master Servicer is authorized to enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the underwriting criteria of the Master Servicer. In connection with any assumption or substitution, the Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Master Servicer in respect of an assumption or substitution of liability agreement shall be retained by the Master Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof or otherwise permitted under Section 3.01. The Master Servicer shall notify the Trustee and any respective Custodian that any such substitution or assumption agreement has been completed by forwarding to the Trustee or to such Custodian, as the case may be, the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.11, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

SECTION 3.12.

Realization Upon Defaulted Mortgage Loans.

(a) The Master Servicer shall, consistent with the Servicing Standard and the Loss Mitigation Action Plan, foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. The Master Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses shall be recoverable as Servicing Advances by the Master Servicer as contemplated in Section 3.05 and Section 3.13. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration shall increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses.

(b) Notwithstanding the foregoing provisions of this Section 3.12 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Master Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Master Servicer shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Trustee, the Trust Fund or the Certificateholders would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Master Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:

(i) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Trust Fund to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and

(ii) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Trust Fund to take such actions with respect to the affected Mortgaged Property.

Notwithstanding the foregoing, if such environmental audit reveals, or if the Master Servicer has actual knowledge or notice, that such Mortgaged Property contains such toxic or hazardous wastes or substances, the Master Servicer shall not foreclose or accept a deed in lieu of foreclosure without the prior written consent of the NIMS Insurer.

The cost of the environmental audit report contemplated by this Section 3.12 shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.05(a)(v), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.

If the Master Servicer determines, as described above, that it is in the best economic interest of the Trust Fund to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials affecting any such Mortgaged Property, then the Master Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund; provided, however, that the Master Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure if the estimated costs of the environmental clean up, as estimated in the environmental audit report, together with the Advances made by the Master Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu of foreclosure exceeds the estimated value of the Mortgaged Property. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.05(a)(v), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.

(c) Proceeds received in connection with any Final Recovery Determination, as well as any recovery resulting from a partial collection of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds, in respect of any Mortgage Loan, shall be applied in the following order of priority: first, to reimburse the Master Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances and Advances, pursuant to Section 3.05(a)(ii); second, to accrued and unpaid interest on the Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and third, as a recovery of principal of the Mortgage Loan. If the amount of the recovery so allocated to interest is less than the full amount of accrued and unpaid interest due on such Mortgage Loan, the amount of such recovery shall be allocated by the Master Servicer as follows: first, to unpaid Servicing Fees; and second, to the balance of the interest then due and owing. The portion of the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section 3.05(a)(ii).

SECTION 3.13.

Title, Management and Disposition of REO Property.

(a) The deed or certificate of sale of any REO Property shall be taken in the name of the Trustee, or its nominee, in trust for the benefit of the Certificateholders. Pursuant to the power of attorney granted in Section 3.01, the Master Servicer is hereby authorized to transfer the title of any REO Property taken in the name of the Trustee to a third party purchaser pursuant to this Section 3.13 without further documentation of its authority as attorney-in-fact for the Trustee on behalf of the Trust. The Master Servicer, on behalf of the Trust Fund (and on behalf of the Trustee for the benefit of the Certificateholders), shall either sell any REO Property before the close of the third taxable year after the year the Trust Fund acquires ownership of such

REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the three-year grace period would otherwise expire, an extension of the three-year grace period, unless the Master Servicer shall have delivered to the Trustee, the NIMS Insurer and the Depositor an Opinion of Counsel, addressed to the Trustee, the NIMS Insurer and the Depositor, to the effect that the holding by the Trust Fund of such REO Property subsequent to three years after its acquisition shall not result in the imposition on any Trust REMIC of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Master Servicer shall manage, conserve, protect and operate each REO Property for the benefit of the Certificateholders and solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions.

(b) The Master Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account. The Master Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Master Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account.

(c) The Master Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement (including the Loss Mitigation Action Plan), to do any and all things in connection with any REO Property as are consistent with the manner in which the Master Servicer manages and operates similar property owned by the Master Servicer or any of its Affiliates, all on such terms and for such period as the Master Servicer deems to be in the best interests of Certificateholders and appropriate to effect the prompt disposition and sale of the REO Property. In connection therewith, the Master Servicer shall deposit, or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than two Business Days after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation:

(i)	all insurance premiums due and payable in respect of such REO Property;

(ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and

(iii)

all costs and expenses necessary to maintain such REO Property.

To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Master Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Master Servicer would make such advances if the Master Servicer owned the REO Property and if in the Master Servicer’s judgment, the payment of such amounts shall be recoverable from the rental or sale of the REO Property.

Notwithstanding the Master Servicer’s obligation to the Certificateholders to manage and operate (including the collection of rents from existing tenants and management of any leases acquired with the REO property to the extent applicable) the REO Property from the date of acquisition until the date of sale, neither the Master Servicer nor the Trustee shall knowingly:

(i) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms shall give rise to any income that does not constitute Rents from Real Property;

(ii) authorize any amount to be received or accrued under any New Lease other than amounts that shall constitute Rents from Real Property;

(iii) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

(iv) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;

unless, in any such case, the Master Servicer has obtained an Opinion of Counsel, provided to the Trustee and the NIMS Insurer, to the effect that such action shall not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, and (B) the Master Servicer has received written notice from the Trustee that it has received written consent from the NIMS Insurer (which consent shall not be unreasonably withheld) that the specific action may be taken.

The Master Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that:

(i) the terms and conditions of any such contract shall not be inconsistent herewith;

(ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Master Servicer as soon as

practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;

(iii) none of the provisions of this Section 3.13(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Master Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and

(iv) the Master Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.

The Master Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Master Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Master Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees. The Master Servicer shall not engage an Independent Contractor to engage in any activities that the Master Servicer would not be permitted to engage in itself in accordance with the other provisions of this Agreement (including the Loss Mitigation Action Plan).

(d) In addition to the withdrawals permitted under Section 3.13(c), the Master Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect of such REO Property or the related Mortgage Loan. On the Master Servicer Remittance Date, the Master Servicer shall withdraw from each REO Account maintained by it and deposit into the Distribution Account in accordance with Section 3.04(g)(ii), for distribution on the related Distribution Date in accordance with Section 4.01, the income from the related REO Property received during the prior calendar month, net of any withdrawals made pursuant to Section 3.13(c) or this Section 3.13(d).

(e) Subject to the time constraints set forth in Section 3.13(a) (including the constraint that the Master Servicer hold and manage each REO Property “solely for the purpose of its prompt disposition”) each REO disposition shall be carried out by the Master Servicer at such price and upon such terms and conditions as shall be in conformity with the requirements of the Loss Mitigation Action Plan and as shall be normal and usual in its general servicing activities for similar properties.

(f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Master Servicer or any Sub-Servicer as provided above, shall be deposited in the Distribution Account in accordance with Section 3.04(g)(ii) on the Master Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only

(unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).

SECTION 3.14.

[Reserved].

SECTION 3.15.

Reports of Foreclosure and Abandonment of Mortgaged Properties.

The Master Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

SECTION 3.16.

Optional Purchase of Defaulted Mortgage Loans.

(a) (i) The NIMS Insurer may, at its option, purchase a Mortgage Loan which has become 90 or more days delinquent or for which the Master Servicer has accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this Section 3.16(a)(i), the Master Servicer shall be required to continue to make Advances pursuant to Section 4.03. The NIMS Insurer shall not use any procedure in selecting Mortgage Loans to be repurchased which is materially adverse to the interests of the Certificateholders. The NIMS Insurer shall purchase such delinquent Mortgage Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant to this Section 3.16(a)(i) shall be accomplished by remittance to the Master Servicer for deposit in the Collection Account of the amount of the Purchase Price. The Trustee shall effectuate the conveyance of such delinquent Mortgage Loan to the NIMS Insurer to the extent necessary, as requested, and the Trustee shall promptly deliver all documentation to the NIMS Insurer.

(i) During the first full calendar month (but excluding the last Business Day thereof) following a Mortgage Loan or related REO Property becoming 90 days or more delinquent, the Master Servicer shall have the option, but not the obligation to purchase from the Trust Fund any such Mortgage Loan or related REO Property that is then still 90 days or more delinquent, which the Master Servicer determines in good faith shall otherwise become subject to foreclosure proceedings (evidence of such determination to be delivered in writing to the Trustee prior to purchase), at a price equal to the Purchase Price. The Purchase Price for any Mortgage Loan or related REO Property purchased hereunder shall be deposited in the Collection Account, and the Trustee, upon written certification of such deposit, shall release or cause to be released to the Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Master Servicer shall furnish and as shall be necessary to vest in the Master Servicer title to any Mortgage Loan or related REO Property released pursuant hereto.

(b) If with respect to any delinquent Mortgage Loan or related REO Property, the option of the Master Servicer set forth in the preceding paragraph shall have arisen but the

Master Servicer shall have failed to exercise such option on or before the Business Day preceding the last Business Day of the calendar month following the calendar month during which such Mortgage Loan or related REO Property first became 90 days or more delinquent, then such option shall automatically expire; provided, however, that if any such Mortgage Loan or related REO Property shall cease to be 90 days or more delinquent but then subsequently shall again become 90 days or more delinquent, then the Master Servicer shall be entitled to another repurchase option with respect to such Mortgage Loan or REO Property as provided in the preceding paragraph.

SECTION 3.17.

Trustee to Cooperate; Release of Mortgage Files.

(a) Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer shall promptly notify the Trustee and any related Custodian by a certification in the form of Exhibit E or such other form supplied by the Master Servicer provided that it does not differ from the substantive content of Exhibit E (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.04(b) have been or shall be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. Upon receipt of such certification and request, the Trustee or such Custodian, as the case may be, shall promptly release (and in no event more than three (3) Business Days thereafter) the related Mortgage File to the Master Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee and any related Custodian shall, upon request of the Master Servicer and delivery to the Trustee or such Custodian, as the case may be, of a Request for Release in the form of Exhibit E or such other form supplied by the Master Servicer provided that it does not differ from the substantive content of Exhibit E, release the related Mortgage File to the Master Servicer, and the Trustee shall, at the direction of the Master Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings and the Master Servicer shall retain such Mortgage File in trust for the benefit of the Certificateholders. Such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Mortgage File to the Trustee or to such Custodian when the need therefor by the Master Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has

become an REO Property, upon request, a copy of the Request for Release shall be released by the Trustee or such Custodian to the Master Servicer.

(c) Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer any court pleadings, requests for trustee’s sale or other documents reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee shall not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.

(d) The Trustee and the Master Servicer may mutually agree on policies and procedures (commercially reasonable in nature) to allow the submission of any and all requests for the release of a Mortgage File electronically with a digital signature or other identifier to designate the Servicing Officer of the Master Servicer requesting such collateral.

SECTION 3.18.

Servicing Compensation.

As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 4.03(e). In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds to the extent permitted by Section 3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.13. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement.

Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds fees, reconveyance fees and other similar fees and charges (other than Prepayment Charges) shall be retained by the Master Servicer only to the extent such amounts, fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.13(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.06. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided in Section 8.05, the fees and expenses of the Trustee) and shall not be entitled to reimbursement therefor except as specifically provided herein.

SECTION 3.19.

Statement as to Compliance.

The Master Servicer shall deliver to the Trustee, the NIMS Insurer, the Depositor and each Rating Agency on or before March 15^th of each calendar year commencing in 2006, an Officers’ Certificate in a form similar to Exhibit M attached hereto agreeable to the parties hereto, stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Copies of any such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided that such statement is delivered by the Master Servicer to the Trustee.

SECTION 3.20.

Independent Public Accountants’ Servicing Report.

Not later than March 15^th of each calendar year commencing in 2006, the Master Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. Immediately upon receipt of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the NIMS Insurer and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer’s expense, provided that such statement is delivered by the Master Servicer to the Trustee. In the event such firm of independent certified public accountants requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

SECTION 3.21.

Access to Certain Documentation.

The Master Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory authority that may exercise

authority over any Certificateholder or Certificate Owner, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Master Servicer designated by it. In addition, access to the documentation regarding the Mortgage Loans shall be provided to any Certificateholder or Certificate Owner, the Trustee, the NIMS Insurer and to any Person identified to the Master Servicer as a prospective transferee of a Certificate, upon reasonable request during normal business hours at the offices of the Master Servicer designated by it at the expense of the Person requesting such access. In each case, access to any documentation regarding the Mortgage Loans may be conditioned upon the requesting party’s acknowledgment in writing of a confidentiality agreement regarding any information that is required to remain confidential under the Gramm-Leach-Bliley Act of 1999.

SECTION 3.22.

PMI Policies; Claims Under the PMI Policies.

Notwithstanding anything to the contrary elsewhere in this Agreement, the Master Servicer shall not agree to any modification or assumption of a PMI Mortgage Loan or take any other action with respect to a PMI Mortgage Loan that could result in denial of coverage under the PMI Policy. The Master Servicer shall notify the PMI Insurer that the Trustee, on behalf of the Certificateholders, is the Insured, as that term is defined in the PMI Policy, of each PMI Mortgage Loan. The Master Servicer shall, on behalf of the Trustee, prepare and file on a timely basis with the PMI Insurer, with a copy to the Trustee, all claims which may be made under the PMI Policy with respect to the PMI Mortgage Loans. Consistent with all rights and obligations hereunder, the Master Servicer shall take all actions required under the PMI Policy as a condition to the payment of any such claim. Any amount received from the PMI Insurer with respect to any such PMI Mortgage Loan shall be deposited by the Master Servicer into the Collection Account in accordance with Section 3.04(b). The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to the PMI Insurer the PMI Insurer Fee in accordance with the terms of the PMI Policy.

SECTION 3.23.

Advance Facility.

(a) The Master Servicer and/or the Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and the Master Servicer in the case of the Trustee, is hereby authorized to enter into a facility (an “Advance Facility”) with any Person (an “Advancing Person”) (1) under which the Master Servicer sells, assigns or pledges to the Advancing person the Master Servicer’s rights under this Agreement to be reimbursed for any Advances and/or Servicing Advances or (2) which provides that the Advancing Person may fund Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation to fund such Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.23, upon reasonable request of the Advancing Person, the Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. To the extent that an Advancing Person funds any Advance or any Servicing Advance or is assigned the right to be reimbursed for any Advance or Servicing Advance and provides the Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.23(b). Such notice from the Advancing Person must

specify the amount of the reimbursement, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trustee, rather than the Master Servicer, and include the Master Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.23. An Advancing Person whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 6.06 hereof and shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund’s entering such facility.

(b) If, pursuant to the terms of the Advance Facility, an Advancing Person is entitled to reimbursement directly from the Trustee, then the Master Servicer shall not reimburse itself therefor under Section 3.05(a)(ii), Section 3.05(a)(iii) or Section 3.05(a)(v) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trustee is hereby authorized to pay to the Advancing Person reimbursements for Advances and Servicing Advances from the Distribution Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii) or Section 3.05(a)(v), as the case may be, had the Master Servicer itself funded such Advance or Servicing Advance. The Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any Advance Facility agree to in writing delivered to the Trustee. An Advance Facility may provide that the Master Servicer will otherwise cause the remittance of Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this Section 3.23(b) shall not apply.

(c) All Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in first out” (FIFO) basis.

(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer’s right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person’s financing of or receipt of assignment or pledge of the right to be reimbursed for Advances or Servicing Advances hereunder then remaining unreimbursed.

(e) None of the Trust Fund, any party to this Agreement or any other Person shall have any right or claim (including without limitation any right of offset or recoupment) to any amounts allocable under this Agreement to the reimbursement of Advances or Servicing Advances that have been assigned, conveyed or pledged to an Advancing Person, or that relate to Advances or Servicing Advances that were funded by an Advancing Person.

(f) Any amendment to this Section 3.23 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee and the Master Servicer without the consent of any Certificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.

Distributions.

(a) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-I Interest), as the case may be:

With respect to the Group I Mortgage Loans:

(i) to the Holders of REMIC Regular Interest I-LT1, REMIC I Regular Interest I-LT1PF and REMIC I Regular Interest I-LTP in an amount equal to (A) the Uncertificated Interest for each REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

(ii) to the Holders of REMIC I Regular Interest I-LTP, on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; and

(iii) to the Holders of REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:

(a) to the Holders of REMIC I Regular Interest I-LT1, until the Uncertificated Balance of REMIC I Regular Interest I-LT1 is reduced to zero;

(b) to the Holders of REMIC I Regular Interest I-LT1PF, until the Uncertificated Balance of REMIC I Regular Interest I-LT1PF is reduced to zero; and

provided, however, that for the first three Distribution Dates, such amounts relating to the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1 and such amounts relating to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1PF.

With respect to the Group II Mortgage Loans:

(i) to the Holders of REMIC Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF in an amount equal to (A) the Uncertificated Interest for each REMIC I

Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and

(ii) to the Holders of REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:

(a) to the Holders of REMIC I Regular Interest I-LT2, until the Uncertificated Balance of REMIC I Regular Interest I-LT2 is reduced to zero;

(b) to the Holders of REMIC I Regular Interest I-LT2PF, until the Uncertificated Balance of REMIC I Regular Interest I-LT2PF is reduced to zero; and

provided, however, that for the first three Distribution Dates, such amounts relating to the Initial Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2 and such amounts relating to the Subsequent Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period shall be distributed by REMIC I to the Holders of REMIC I Regular Interest I-LTP. The payment of the foregoing amounts to the Holders of REMIC I Regular Interest I-LTP shall not reduce the Uncertificated Balance thereof.

(b) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests and distributed to the holders of the Class R Certificates (in respect of the Class R-II Interest), as the case may be:

With respect to the Group I Mortgage Loans:

(i) to Holders of each REMIC II Regular Interest I-1-A through I-51-B, pro rata, in an amount equal to (A) Uncertificated Interest for such REMIC II Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.

(ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC II Regular interests I-1-A through I-51-B starting with the lowest numerical denomination until the Uncertificated Balance of each such REMIC II Regular Interest is reduced to zero, provided that, for REMIC II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC II Regular Interests.

With respect to the Group II Mortgage Loans:

(i) to Holders of each REMIC II Regular Interest II-1-A through II-51-B, pro rata, in an amount equal to (A) Uncertificated Interest for such REMIC II Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates.

(ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: to REMIC II Regular interests II-1-A through II-51-B starting with the lowest numerical denomination until the Uncertificated Balance of each such REMIC II Regular Interest is reduced to zero, provided that, for REMIC II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC II Regular Interests.

On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period shall be distributed by REMIC II to the Holders of REMIC II Regular Interest I-LTP. The payment of the foregoing amounts to the Holders of REMIC II Regular Interest I-LTP shall not reduce the Uncertificated Balance thereof.

(c) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC III Regular Interests and distributed to the Holders of the Class R Certificates (in respect of the Class R-III Interest), as the case may be:

(ii) first, to the Holders of REMIC III Regular Interest III-IO, in an amount equal to (A) Uncertificated Interest for such REMIC III Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and second, to the extent of the REMIC III Marker Allocation Percentage of the Available Funds remaining after the distributions pursuant to clause (i), to the Holders of REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11, REMIC III Regular Interest III-LTZZ, pro rata, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Interest in respect of REMIC III Regular Interest III-LTZZ shall be reduced and deferred when the REMIC III Overcollateralized Amount is less than the REMIC III Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum III-LTZZ Uncertificated Interest Deferral Amount and such amount shall be payable to the Holders of REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest

III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular Interest III-LTM11 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of the REMIC III Regular Interest III-LTZZ shall be increased by such amount;

(iii) to the extent of the REMIC III Sub WAC Allocation Percentage of the Interest Funds remaining after the distribution pursuant to clause (i)(A) and (B), to the Holders of REMIC III Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT1GRP, REMIC III Regular Interest III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC III Regular Interest III-LTXX, pro rata, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

(iv) to the Holders of REMIC III Regular Interests, in an amount equal to the remainder of the REMIC III Marker Allocation Percentage of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) and (III) above, allocated as follows:

(a) 98.00% of such remainder (other than amounts payable under clause (c) below), to the Holders of REMIC III Regular Interest III-LTAA and REMIC III Regular Interest III-LTP, until the Uncertificated Balance of such REMIC III Regular Interest is reduced to zero, provided, however, that REMIC III Regular Interest III-LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC III Regular Interest III-LTP, until $100 has been distributed pursuant to this clause;

(b) 2.00% of such remainder (other than amounts payable under clause (c) below) first, to the Holders of REMIC III Regular Interest III-LTA1A, REMIC III Regular Interest III-LTA1B, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular Interest III-LTM11, 1.00% and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Balances of such REMIC III Regular Interests are reduced to zero and second, to the Holders of REMIC III

Regular Interest III-LTZZ, until the Uncertificated Balance of such REMIC III Regular Interest is reduced to zero; and

(v) to the Holders of REMIC III Regular Interests, in an amount equal to the remainder of the REMIC III Sub WAC Allocation Percentage of the REMIC Available Funds for such Distribution Date after the distributions made pursuant to clause (i) and (III) above such that distributions of interest are deemed to be made to REMIC III Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT1GRP, REMIC III Regular Interest III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC III Regular Interest III-LTXX, pro rata, in an amount equal to (A) the Uncertificated Interest for each such REMIC III Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and such that distributions of principal shall be deemed to be made to the REMIC III Regular Interests first, so as to keep the Uncertificated Balance of each REMIC III Regular Interest ending with the designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC III Regular Interest ending with the designation “SUB,” so that the Uncertificated Balance of each such REMIC III Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate in the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC III Regular Interests such that the REMIC III Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC III Regular Interest III-LTXX.

Notwithstanding the priorities and amounts of distribution of funds pursuant to this Section 4.01(a)(1), actual distributions of Available Funds shall be made only in accordance with Section 4.01(a)(2), (3) and (4).

On each Distribution Date, 100% of the amounts distributed on REMIC III Regular Interest III-IO shall be deemed distributed by REMIC III to REMIC IV in respect of the Class SWAP-IO Interest. Such amounts shall be deemed distributed by REMIC IV to the Swap Administrator for deposit into the Swap Account.

(2)(I) On each Distribution Date, the Trustee shall withdraw from the Distribution Account an amount equal to the Group I Interest Remittance Amount and distribute to the Certificateholders the following amounts, in the following order of priority:

(vi) concurrently, to the Holders of each Class of Group I Certificates, on a pro rata basis based on the entitlement of each such Class, the Senior Interest Distribution Amount related to such Certificates; and

(vii) to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such C

Asset-Backed Pass-Through Certificates, Series 2005-R4 8-K