POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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ABFC 2006-OPT2 TRUST | OPTION ONE MORTGAGE CORPORATION, | WELLS FARGO BANK, N.A.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 10/27/2006

POOLING AND SERVICING AGREEMENT, Parties: abfc 2006-opt2 trust , option one mortgage corporation , wells fargo bank n.a.

ASSET BACKED FUNDING CORPORATION,

Depositor

OPTION ONE MORTGAGE CORPORATION,

Servicer

and

WELLS FARGO BANK, N.A.,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2006

ABFC 2006-OPT2 Trust

Asset Backed Funding Corporation Asset Backed Certificates, Series 2006-OPT2

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.01.	Defined Terms.	14
Section 1.02.	Accounting.	79
Section 1.03.	Rights of the NIMS Insurer.	79
Section 1.04.	Fiscal Year	80

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.	Conveyance of Mortgage Loans.	80
Section 2.02.	Acceptance by Trustee.	82
Section 2.03.	Repurchase or Substitution of Mortgage Loans by the Originator or the Seller.	83
Section 2.04.	[Reserved].	87
Section 2.05.	Representations, Warranties and Covenants of the Servicer.	87
Section 2.06.	Representations and Warranties of the Depositor.	90
Section 2.07.	Issuance of Certificates and the Uncertificated Regular Interests.	92

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01.	Servicer to Act as Servicer.	92
Section 3.02.	Collection of Mortgage Loan Payments.	94
Section 3.03.	Realization Upon Defaulted Mortgage Loans.	95
Section 3.04.	Collection Account and Distribution Account.	96
Section 3.05.	Permitted Withdrawals From the Collection Account.	100
Section 3.06.	Establishment of Escrow Accounts; Deposits in Escrow Accounts.	101
Section 3.07.	Permitted Withdrawals From Escrow Account.	101
Section 3.08.	Payment of Taxes, Insurance and Other Charges; Collections Thereunder.	102
Section 3.09.	Transfer of Accounts.	102
Section 3.10.	Maintenance of Hazard Insurance.	102
Section 3.11.	Maintenance of Mortgage Impairment Insurance Policy.	103
Section 3.12.	Fidelity Bond, Errors and Omissions Insurance.	104
Section 3.13.	Title, Management and Disposition of REO Property.	104
Section 3.14.	Due on Sale Clauses; Assumption and Substitution Agreements.	106
Section 3.15.	Notification of Adjustments.	107
Section 3.16.	Subservicing; Enforcement of the Obligations of the Servicer	107
Section 3.17.	Trustee to Cooperate; Release of Files.	109

Section 3.18.	Servicing Compensation.	110
Section 3.19.	Annual Statement as to Compliance.	110
Section 3.20.	Assessments of Compliance; Attestation Reports.	111
Section 3.21.	Access to Certain Documentation and Information Regarding the Mortgage Loans.	112
Section 3.22.	Duties of Credit Risk Manager.	113
Section 3.23.	Obligations of the Servicer in Respect of Compensating Interest.	113
Section 3.24.	Obligations of the Servicer in Respect of Mortgage Interest Rates and Monthly Payments.	113
Section 3.25.	Investment of Funds in the Collection Account and the Distribution Account.	114
Section 3.26.	Liability of Servicer; Indemnification.	115
Section 3.27.	Reports of Foreclosure and Abandonment of Mortgaged Properties.	116
Section 3.28.	Protection of Assets.	116
Section 3.29.	Limitation of Liability of the Credit Risk Manager.	117
Section 3.30.	No Personal Solicitation.	117
Section 3.31.	Periodic Filings.	118
Section 3.32.	Optional Purchase of Mortgage Loans.	124

ARTICLE IV FLOW OF FUNDS		125

Section 4.01.	Interest Distributions.	125
Section 4.02.	Distributions of Principal and Monthly Excess Cashflow Amounts.	128
Section 4.03.	Allocation of Losses.	135
Section 4.04.	Method of Distribution.	136
Section 4.05.	Distributions on Book-Entry Certificates.	136
Section 4.06.	Statements.	136
Section 4.07.	Remittance Reports; Advances.	140
Section 4.08.	REMIC Distributions.	142
Section 4.09.	Supplemental Interest Trust.	146
Section 4.10.	Cap Carryover Reserve Account	149

ARTICLE V THE CERTIFICATES		150

Section 5.01.	The Certificates.	150
Section 5.02.	Registration of Transfer and Exchange of Certificates.	150
Section 5.03.	Mutilated, Destroyed, Lost or Stolen Certificates.	156
Section 5.04.	Persons Deemed Owners.	156
Section 5.05.	Appointment of Paying Agent.	156

ARTICLE VI THE SERVICER AND THE DEPOSITOR		157

Section 6.01.	Liability of the Servicer and the Depositor.	157
Section 6.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor.	157
Section 6.03.	Limitation on Liability of the Servicer and Others.	157
Section 6.04.	Servicer Not to Resign.	158
Section 6.05.	Delegation of Duties.	159

ARTICLE VII DEFAULT		161

Section 7.01.	Servicer Events of Termination.	161
Section 7.02.	Trustee to Act; Appointment of Successor.	163
Section 7.03.	Waiver of Defaults.	164
Section 7.04.	Notification to Certificateholders.	165
Section 7.05.	Survivability of Servicer Liabilities.	165

ARTICLE VIII THE TRUSTEE		165

Section 8.01.	Duties of Trustee.	165
Section 8.02.	Certain Matters Affecting the Trustee.	168
Section 8.03.	Trustee Not Liable for Certificates or Mortgage Loans.	169
Section 8.04.	Trustee May Own Certificates.	170
Section 8.05.	Trustee Compensation and Expenses.	170
Section 8.06.	Eligibility Requirements for Trustee.	171
Section 8.07.	Resignation or Removal of Trustee.	171
Section 8.08.	Successor Trustee.	172
Section 8.09.	Merger or Consolidation of Trustee.	173
Section 8.10.	Appointment of Co-Trustee or Separate Trustee.	173
Section 8.11.	Limitation of Liability.	174
Section 8.12.	Trustee May Enforce Claims Without Possession of Certificates.	174
Section 8.13.	Suits for Enforcement.	175
Section 8.14.	Waiver of Bond Requirement.	175
Section 8.15.	Waiver of Inventory, Accounting and Appraisal Requirement.	175

ARTICLE IX REMIC ADMINISTRATION		175

Section 9.01.	REMIC Administration.	175
Section 9.02.	Prohibited Transactions and Activities.	177
Section 9.03.	Indemnification with Respect to Certain Taxes and Loss of REMIC Status.	178
Section 9.04.	REO Property.	178

iii

ARTICLE X TERMINATION		179

Section 10.01.	Termination.	179
Section 10.02.	Additional Termination Requirements.	181

ARTICLE XI MISCELLANEOUS PROVISIONS		182

Section 11.01.	Amendment.	182
Section 11.02.	Recordation of Agreement; Counterparts.	183
Section 11.03.	Limitation on Rights of Certificateholders.	183
Section 11.04.	Governing Law; Jurisdiction.	184
Section 11.05.	Notices.	185
Section 11.06.	Severability of Provisions.	185
Section 11.07.	Article and Section References.	185
Section 11.08.	Notice to the Rating Agencies and the NIMS Insurer.	185
Section 11.09.	Further Assurances.	186
Section 11.10.	Third Party Beneficiary.	186
Section 11.11.	Acts of Certificateholders.	187
Section 11.12.	Insolvency.	187
Section 11.13.	Regulation AB Compliance; Intent of Parties; Reasonableness.	188

EXHIBITS:

Exhibit A-1	Form of Class A-1 Certificates
Exhibit A-2	Form of Class A-2 Certificates
Exhibit A-3A	Form of Class A-3A Certificates
Exhibit A-3B	Form of Class A-3B Certificates
Exhibit A-3C	Form of Class A-3C Certificates
Exhibit A-3D	Form of Class A-3D Certificates
Exhibit B-1	Form of Class M-1 Certificates
Exhibit B-2	Form of Class M-2 Certificates
Exhibit B-3	Form of Class M-3 Certificates
Exhibit B-4	Form of Class M-4 Certificates
Exhibit B-5	Form of Class M-5 Certificates
Exhibit B-6	Form of Class M-6 Certificates
Exhibit B-7	Form of Class M-7 Certificates
Exhibit B-8	Form of Class M-8 Certificates
Exhibit B-9	Form of Class M-9 Certificates
Exhibit B-10	Form of Class B Certificates
Exhibit C-1	Form of Class CE Certificates
Exhibit C-2	Form of Class P Certificates
Exhibit C-3	Form of Class R Certificates
Exhibit C-4	Form of Class R-X Certificates
Exhibit D	Mortgage Loan Schedule
Exhibit E	Form of Request for Release of Documents
Exhibit F-1	Form of Trustee’s Initial Certification
Exhibit F-2	Form of Trustee’s Final Certification
Exhibit F-3	Form of Receipt of Mortgage Note
Exhibit G	Mortgage Loan Purchase Agreement
Exhibit H	Form of Lost Note Affidavit
Exhibit I	Form of ERISA Representation
Exhibit J-1	Form of Investment Letter (Non Rule 144A)
Exhibit J-2	Form of Rule 144A Investment Letter
Exhibit K	Form of Residual Certificate Transfer Affidavit
Exhibit L	Form of Transferor Certificate
Exhibit M	Monthly Information Delivered by Servicer
Exhibit N	Form of Interest Rate Swap Agreement
Exhibit O	Form of Sarbanes Oxley Certification
Exhibit P-1	Form of Certification to be Provided by the Trustee to Depositor
Exhibit P-2	Form of Certification to be Provided by the Servicer to Depositor
Exhibit Q	Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit R-1	Additional Form 10-D Information
Exhibit R-2	Additional Form 10-K Information
Exhibit R-3	Form 8-K Information
Exhibit S	Additional Disclosure Notification

ASSET BACKED FUNDING CORPORATION, as depositor (the “ Depositor ”), OPTION ONE MORTGAGE CORPORATION, as servicer (the “ Servicer ”), and WELLS FARGO BANK, N.A., as trustee (the “ Trustee ”) are entering into this Pooling and Servicing Agreement, dated as of September 1, 2006 (the “ Agreement ”).

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates (collectively, the “ Certificates ”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of twenty Classes of Certificates, designated as (i) the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-3C and Class A-3D Certificates, (ii) the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, (iii) the Class B Certificates, (iv) the Class CE Certificates, (v) the Class P Certificates and (vi) the Class R and Class R-X Certificates. The descriptions of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6 that follow are part of the Preliminary Statement. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved pursuant to the terms of Section 11.01 hereof in a manner that preserves the validity of such REMIC elections described below.

REMIC 1

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (but exclusive of the Interest Rate Swap Agreement, the Swap Account, the Class IO Distribution Amount, the Originator Prepayment Charge Payment Amounts, the Servicer Prepayment Charge Payment Amounts, the Cap Carryover Amounts and the Cap Carryover Reserve Account) as a real estate mortgage investment conduit (a “ REMIC ”) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 1.” The Class R-1 Interest will represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the “latest possible maturity date” for each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests will be certificated.

Designation	Uncertificated REMIC 1 Pass Through Rate	Initial Uncertificated Balance	Latest Possible Maturity Date ⁽¹⁾
I-1-A	Variable ⁽²⁾	$4,024,759.50	October 25, 2036
I-1-B	Variable ⁽²⁾	$4,024,759.50	October 25, 2036
I-2-A	Variable ⁽²⁾	$5,241,212.50	October 25, 2036
I-2-B	Variable ⁽²⁾	$5,241,212.50	October 25, 2036
I-3-A	Variable ⁽²⁾	$6,456,849.00	October 25, 2036
I-3-B	Variable ⁽²⁾	$6,456,849.00	October 25, 2036
I-4-A	Variable ⁽²⁾	$7,663,967.50	October 25, 2036

Designation	Uncertificated REMIC 1 Pass Through Rate	Initial Uncertificated Balance	Latest Possible Maturity Date ⁽¹⁾
I-4-B	Variable ⁽²⁾	$7,663,967.50	October 25, 2036
I-5-A	Variable ⁽²⁾	$8,854,623.50	October 25, 2036
I-5-B	Variable ⁽²⁾	$8,854,623.50	October 25, 2036
I-6-A	Variable ⁽²⁾	$10,020,696.00	October 25, 2036
I-6-B	Variable ⁽²⁾	$10,020,696.00	October 25, 2036
I-7-A	Variable ⁽²⁾	$11,153,144.50	October 25, 2036
I-7-B	Variable ⁽²⁾	$11,153,144.50	October 25, 2036
I-8-A	Variable ⁽²⁾	$12,237,968.00	October 25, 2036
I-8-B	Variable ⁽²⁾	$12,237,968.00	October 25, 2036
I-9-A	Variable ⁽²⁾	$13,081,751.00	October 25, 2036
I-9-B	Variable ⁽²⁾	$13,081,751.00	October 25, 2036
I-10-A	Variable ⁽²⁾	$13,853,634.00	October 25, 2036
I-10-B	Variable ⁽²⁾	$13,853,634.00	October 25, 2036
I-11-A	Variable ⁽²⁾	$14,499,651.00	October 25, 2036
I-11-B	Variable ⁽²⁾	$14,499,651.00	October 25, 2036
I-12-A	Variable ⁽²⁾	$14,065,063.50	October 25, 2036
I-12-B	Variable ⁽²⁾	$14,065,063.50	October 25, 2036
I-13-A	Variable ⁽²⁾	$13,614,878.50	October 25, 2036
I-13-B	Variable ⁽²⁾	$13,614,878.50	October 25, 2036
I-14-A	Variable ⁽²⁾	$13,179,188.50	October 25, 2036
I-14-B	Variable ⁽²⁾	$13,179,188.50	October 25, 2036
I-15-A	Variable ⁽²⁾	$12,757,525.50	October 25, 2036
I-15-B	Variable ⁽²⁾	$12,757,525.50	October 25, 2036
I-16-A	Variable ⁽²⁾	$12,349,436.50	October 25, 2036
I-16-B	Variable ⁽²⁾	$12,349,436.50	October 25, 2036
I-17-A	Variable ⁽²⁾	$11,954,481.00	October 25, 2036
I-17-B	Variable ⁽²⁾	$11,954,481.00	October 25, 2036
I-18-A	Variable ⁽²⁾	$11,572,234.50	October 25, 2036
I-18-B	Variable ⁽²⁾	$11,572,234.50	October 25, 2036
I-19-A	Variable ⁽²⁾	$11,202,286.50	October 25, 2036
I-19-B	Variable ⁽²⁾	$11,202,286.50	October 25, 2036
I-20-A	Variable ⁽²⁾	$10,844,239.00	October 25, 2036
I-20-B	Variable ⁽²⁾	$10,844,239.00	October 25, 2036
I-21-A	Variable ⁽²⁾	$10,543,703.00	October 25, 2036
I-21-B	Variable ⁽²⁾	$10,543,703.00	October 25, 2036
I-22-A	Variable ⁽²⁾	$23,196,249.50	October 25, 2036
I-22-B	Variable ⁽²⁾	$23,196,249.50	October 25, 2036
I-23-A	Variable ⁽²⁾	$217,297,149.50	October 25, 2036
I-23-B	Variable ⁽²⁾	$217,297,149.50	October 25, 2036
I-24-A	Variable ⁽²⁾	$3,587,871.50	October 25, 2036
I-24-B	Variable ⁽²⁾	$3,587,871.50	October 25, 2036
I-25-A	Variable ⁽²⁾	$3,299,692.50	October 25, 2036

Designation	Uncertificated REMIC 1 Pass Through Rate	Initial Uncertificated Balance	Latest Possible Maturity Date ⁽¹⁾
I-25-B	Variable ⁽²⁾	$3,299,692.50	October 25, 2036
I-26-A	Variable ⁽²⁾	$2,996,016.50	October 25, 2036
I-26-B	Variable ⁽²⁾	$2,996,016.50	October 25, 2036
I-27-A	Variable ⁽²⁾	$2,257,545.50	October 25, 2036
I-27-B	Variable ⁽²⁾	$2,257,545.50	October 25, 2036
I-28-A	Variable ⁽²⁾	$1,961,012.00	October 25, 2036
I-28-B	Variable ⁽²⁾	$1,961,012.00	October 25, 2036
I-29-A	Variable ⁽²⁾	$1,901,361.50	October 25, 2036
I-29-B	Variable ⁽²⁾	$1,901.361.50	October 25, 2036
I-30-A	Variable ⁽²⁾	$1,843,631.50	October 25, 2036
I-30-B	Variable ⁽²⁾	$1,843,631.50	October 25, 2036
I-31-A	Variable ⁽²⁾	$1,787,758.50	October 25, 2036
I-31-B	Variable ⁽²⁾	$1,787,758.50	October 25, 2036
I-32-A	Variable ⁽²⁾	$2,191,103.50	October 25, 2036
I-32-B	Variable ⁽²⁾	$2,191,103.50	October 25, 2036
I-33-A	Variable ⁽²⁾	$1,663,038.00	October 25, 2036
I-33-B	Variable ⁽²⁾	$1,663,038.00	October 25, 2036
I-34-A	Variable ⁽²⁾	$1,948,967.50	October 25, 2036
I-34-B	Variable ⁽²⁾	$1,948,967.50	October 25, 2036
I-35-A	Variable ⁽²⁾	$3,773,813.50	October 25, 2036
I-35-B	Variable ⁽²⁾	$3,773,813.50	October 25, 2036
I-36-A	Variable ⁽²⁾	$2,611,156.00	October 25, 2036
I-36-B	Variable ⁽²⁾	$2,611,156.00	October 25, 2036
I-37-A	Variable ⁽²⁾	$1,326,223.50	October 25, 2036
I-37-B	Variable ⁽²⁾	$1,326,223.50	October 25, 2036
I-38-A	Variable ⁽²⁾	$1,288,190.50	October 25, 2036
I-38-B	Variable ⁽²⁾	$1,288,190.50	October 25, 2036
I-39-A	Variable ⁽²⁾	$1,251,306.50	October 25, 2036
I-39-B	Variable ⁽²⁾	$1,251,306.50	October 25, 2036
I-40-A	Variable ⁽²⁾	$1,215,535.50	October 25, 2036
I-40-B	Variable ⁽²⁾	$1,215,535.50	October 25, 2036
I-41-A	Variable ⁽²⁾	$1,180,842.50	October 25, 2036
I-41-B	Variable ⁽²⁾	$1,180,842.50	October 25, 2036
I-42-A	Variable ⁽²⁾	$1,147,191.50	October 25, 2036
I-42-B	Variable ⁽²⁾	$1,147,191.50	October 25, 2036
I-43-A	Variable ⁽²⁾	$1,114,551.00	October 25, 2036
I-43-B	Variable ⁽²⁾	$1,114,551.00	October 25, 2036
I-44-A	Variable ⁽²⁾	$1,082,888.00	October 25, 2036
I-44-B	Variable ⁽²⁾	$1,082,888.00	October 25, 2036
I-45-A	Variable ⁽²⁾	$1,052,171.00	October 25, 2036
I-45-B	Variable ⁽²⁾	$1,052,171.00	October 25, 2036
I-46-A	Variable ⁽²⁾	$1,022,371.00	October 25, 2036

Designation	Uncertificated REMIC 1 Pass Through Rate	Initial Uncertificated Balance	Latest Possible Maturity Date ⁽¹⁾
I-46-B	Variable ⁽²⁾	$1,022,371.00	October 25, 2036
I-47-A	Variable ⁽²⁾	$993,458.50	October 25, 2036
I-47-B	Variable ⁽²⁾	$993,458.50	October 25, 2036
I-48-A	Variable ⁽²⁾	$965,405.50	October 25, 2036
I-48-B	Variable ⁽²⁾	$965,405.50	October 25, 2036
I-49-A	Variable ⁽²⁾	$938,185.50	October 25, 2036
I-49-B	Variable ⁽²⁾	$938.185.50	October 25, 2036
I-50-A	Variable ⁽²⁾	$911,770.50	October 25, 2036
I-50-B	Variable ⁽²⁾	$911,770.50	October 25, 2036
I-51-A	Variable ⁽²⁾	$886,137.50	October 25, 2036
I-51-B	Variable ⁽²⁾	$886,137.50	October 25, 2036
I-52-A	Variable ⁽²⁾	$861,261.00	October 25, 2036
I-52-B	Variable ⁽²⁾	$861,261.00	October 25, 2036
I-53-A	Variable ⁽²⁾	$837,117.00	October 25, 2036
I-53-B	Variable ⁽²⁾	$837,117.00	October 25, 2036
I-54-A	Variable ⁽²⁾	$813,683.00	October 25, 2036
I-54-B	Variable ⁽²⁾	$813,683.00	October 25, 2036
I-55-A	Variable ⁽²⁾	$790,937.00	October 25, 2036
I-55-B	Variable ⁽²⁾	$790,937.00	October 25, 2036
I-56-A	Variable ⁽²⁾	$768,858.00	October 25, 2036
I-56-B	Variable ⁽²⁾	$768,858.00	October 25, 2036
I-57-A	Variable ⁽²⁾	$747,424.50	October 25, 2036
I-57-B	Variable ⁽²⁾	$747,424.50	October 25, 2036
I-58-A	Variable ⁽²⁾	$1,157,649.50	October 25, 2036
I-58-B	Variable ⁽²⁾	$1,157,649.50	October 25, 2036
I-59-A	Variable ⁽²⁾	$3,003,362.50	October 25, 2036
I-59-B	Variable ⁽²⁾	$3,003,362.50	October 25, 2036
I-60-A	Variable ⁽²⁾	$22,787,810.00	October 25, 2036
I-60-B	Variable ⁽²⁾	$22,787,810.00	October 25, 2036

_____________________

(1)	Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month 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 1 Regular Interest.

(2)	Calculated in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate” herein.

REMIC 2

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 2.” The Class R-2 Interest will represent the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the “latest possible maturity date” for each of the REMIC 2 Regular Interests. None of the REMIC 2 Regular Interests will be certificated.

Designation	Uncertificated REMIC 2 Pass Through Rate	Initial Uncertificated Balance	Latest Possible Maturity Date ⁽¹⁾
LTAA	Variable ⁽²⁾	$1,077,278,604.39	October 25, 2036
LTA1	Variable ⁽²⁾	$2,324,590.00	October 25, 2036
LTA2	Variable ⁽²⁾	$2,324,650.00	October 25, 2036
LTA3A	Variable ⁽²⁾	$2,054,930.00	October 25, 2036
LTA3B	Variable ⁽²⁾	$529,110.00	October 25, 2036
LTA3C	Variable ⁽²⁾	$969,630.00	October 25, 2036
LTA3D	Variable ⁽²⁾	$459,290.00	October 25, 2036
LTM1	Variable ⁽²⁾	$494,660.00	October 25, 2036
LTM2	Variable ⁽²⁾	$306,220.00	October 25, 2036
LTM3	Variable ⁽²⁾	$215,930.00	October 25, 2036
LTM4	Variable ⁽²⁾	$192,370.00	October 25, 2036
LTM5	Variable ⁽²⁾	$192,370.00	October 25, 2036
LTM6	Variable ⁽²⁾	$186,870.00	October 25, 2036
LTM7	Variable ⁽²⁾	$170,390.00	October 25, 2036
LTM8	Variable ⁽²⁾	$104,430.00	October 25, 2036
LTM9	Variable ⁽²⁾	$87,940.00	October 25, 2036
LTB	Variable ⁽²⁾	$109,930.00	October 25, 2036
LTZZ	Variable ⁽²⁾	$11,261,967.64	October 25, 2036
LTIO	Variable ⁽²⁾	(3)	October 25, 2036
LTP	Variable ⁽²⁾	$100.00	October 25, 2036

_____________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month 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 2 Regular Interest.

(2)	Calculated in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate” herein.

(3)	REMIC 2 Regular Interest LTIO will have an Uncertificated Balance as specified in the definition thereof.

The foregoing REMIC 1 and REMIC 2 structure is intended to cause all the cash from the Mortgage Loans to flow through REMIC 3 as cash flow on a REMIC 3 Regular Interest, without creating any shortfall, actual or potential (other than for losses), to any REMIC 3 Regular Interest. To the extent that the structure is believed to diverge from such intention, the party identifying such ambiguity or drafting error shall notify the other parties hereto, and the parties hereto shall attempt to resolve such ambiguity or drafting error in accordance with Section 11.01 hereto.

REMIC 3

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 3.” The Class R-3 Interest represents the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions.

Each Class listed below (other than the Class P Interests) represents ownership of a Regular Interest in REMIC 3 and also represents either or both of (i) the right to receive payments with respect to the Cap Carryover Amount (as defined herein) and (ii) the obligation to pay or the right to receive payments from the Swap Account and Cap Carryover Reserve Account. The Class P Interests represent ownership of a Regular Interest in REMIC 3, but do not represent rights or obligations in respect of (i) or (ii) above. The entitlement to principal, if applicable, of the Regular Interest which corresponds to its related Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

The following table sets forth (or describes) the Class designation, initial Uncertificated Balance, Interest Rate and Latest Possible Maturity Date for each Class of REMIC 3 Regular Interests comprising the “regular interests” in REMIC 3 for purposes of the REMIC Provisions:

Class	Initial Uncertificated Balance	Interest Rate	Latest Possible Maturity Date ⁽⁵⁾
A-1	$232,459,000.00	(1)	October 25, 2036
A-2	$232,465,000.00	(1)	October 25, 2036
A-3A	$205,493,000.00	(1)	October 25, 2036
A-3B	$52,911,000.00	(1)	October 25, 2036
A-3C	$96,963,000.00	(1)	October 25, 2036
A-3D	$45,929,000.00	(1)	October 25, 2036
M-1	$49,466,000.00	(1)	October 25, 2036
M-2	$30,622,000.00	(1)	October 25, 2036
M-3	$21,593,000.00	(1)	October 25, 2036
M-4	$19,237,000.00	(1)	October 25, 2036
M-5	$19,237,000.00	(1)	October 25, 2036
M-6	$18,687,000.00	(1)	October 25, 2036
M-7	$17,039,000.00	(1)	October 25, 2036
M-8	$10,443,000.00	(1)	October 25, 2036
M-9	$8,794,000.00	(1)	October 25, 2036
B	$10,993,000.00	(1)	October 25, 2036
CE Interest	(2)	(2)	October 25, 2036
Swap IO Interest	(3)	(3)	October 25, 2036
P Interest	$100.00	(4)	October 25, 2036

_____________________

(1)	Interest will accrue on these REMIC 3 Regular Interests at a per annum rate equal to the lesser of (i) the lesser of (a) One Month LIBOR as of the related LIBOR Determination Date, plus the related Certificate Margin and (b) the related Maximum Rate Cap and (ii) the REMIC 3 Cap.

For purposes of the REMIC Provisions, with respect to each REMIC 3 Regular Interest, each reference to a Cap in the applicable Certificate Interest Rate of the Corresponding Class of Certificates shall be deemed to be a reference to the REMIC 3 Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class of Certificates exceeds the REMIC 3 Cap, interest

accruals based on such excess shall be treated as having been paid from the Cap Carryover Reserve Account or the Supplemental Interest Trust, as applicable. On any Distribution Date on which the Certificate Interest Rate on a Class of Certificates is based on the applicable Cap, the amount of interest that would have accrued on such Class of Certificates if the REMIC 3 Cap were substituted for the applicable Cap shall be treated as having been paid by the related Class of Certificates to the Supplemental Interest Trust, all pursuant to and as further provided in Section 4.09 and Section 4.10 herein.

(2)	Solely for REMIC purposes, the Class CE REMIC 3 Regular Interest will (i) have an initial Uncertificated Balance equal to the Initial Overcollateralization Amount and (ii) will bear interest at its Pass-Through Rate on the Notional Amount of the Class CE Certificates.

(3)	For federal income tax purposes, the Class Swap IO REMIC 3 Regular Interest will not have a principal balance or an Interest Rate, but will be entitled to 100% of the amounts distributed on REMIC 2 Regular Interest LTIO.

(4)	The Class P REMIC 3 Regular Interest will not bear interest.

(5)	Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month 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 REMIC 3 Regular Interests.

REMIC 4

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class CE REMIC 3 Regular Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 4.” The Class R-X-4 Interest represents the sole class of “residual interests” in REMIC 4 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Initial Balance, Interest Rate and Latest Possible Maturity Date for the Class of REMIC 4 Regular Interests comprising the “regular interests” in REMIC 4 for purposes of the REMIC Provisions:

Class	Initial Balance	Interest Rate	Latest Possible Maturity Date ⁽¹⁾
CE	N/A ⁽²⁾	(3)	October 25, 2036

_____________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date 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 that represents one or more of the “regular interests” in REMIC 4.

(2)	Solely for REMIC purposes, the Class CE REMIC 4 Regular Interest will have an Initial Balance equal to the Initial Overcollateralization Amount.

(3)	The Class CE REMIC 4 Regular Interest will not have an Interest Rate, but will be entitled to 100% of amounts distributed on the Class CE REMIC 3 Regular Interest.

REMIC 5

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class P REMIC 3 Regular Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 5.” The Class R-X-5 Interest represents the sole class of “residual interests” in REMIC 5 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Initial Balance, Interest Rate and Latest Possible Maturity Date for each Class of REMIC 5 Regular Interests comprising the “regular interests” in REMIC 5 for purposes of the REMIC Provisions.

Class	Initial Balance	Interest Rate	Latest Possible Maturity Date ⁽¹⁾
P	$100	(2)	October 25, 2036

(1)	Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month 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 5 Regular Interest.

(2)	The Class P REMIC 5 Regular Interests do not bear interest, but will be entitled to 100% of the amounts distributed on the Class P REMIC 3 Regular Interest. The Class P REMIC 5 Regular Interests represent the right to receive payments in respect of Prepayment Charges.

REMIC 6

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class Swap-IO REMIC 3 Regular Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 6.” The Class R-X-6 Interest represents the sole class of “residual interests” in REMIC 6 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Initial Balance, Interest Rate and Latest Possible Maturity Date for each Class of REMIC 6 Regular Interests comprising the “regular interests” in REMIC 6 for purposes of the REMIC Provisions.

Class	Initial Balance	Interest Rate	Latest Possible Maturity Date ⁽¹⁾
Swap-IO Interest	N/A ⁽²⁾	(2)	October 25, 2036

(1)	Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month 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 6 Regular Interest.

(2)	For federal income tax purposes, the Class Swap IO REMIC 6 Regular Interest will not have a principal balance or Interest Rate, but will be entitled to 100% of the amounts distributed on the Class Swap-IO REMIC 3 Regular Interest.

SUMMARY OF CERTIFICATES

The following table sets forth (or describes) the Class designation, Original Certificate Principal Balance, Certificate Interest Rate and Assumed Final Maturity Date for each Class of Certificates comprising the interests in the Trust Fund created hereunder:

Class	Original Certificate Principal Balance	Certificate Interest Rate	Assumed Final Maturity Date
A-1	$232,459,000.00	(1)	October 25, 2036
A-2	$232,465,000.00	(2)	October 25, 2036
A-3A	$205,493,000.00	(3)	October 25, 2036
A-3B	$52,911,000.00	(4)	October 25, 2036
A-3C	$96,963,000.00	(5)	October 25, 2036
A-3D	$45,929,000.00	(6)	October 25, 2036
M-1	$49,466,000.00	(7)	October 25, 2036
M-2	$30,622,000.00	(8)	October 25, 2036
M-3	$21,593,000.00	(9)	October 25, 2036
M-4	$19,237,000.00	(10)	October 25, 2036
M-5	$19,237,000.00	(11)	October 25, 2036
M-6	$18,687,000.00	(12)	October 25, 2036
M-7	$17,039,000.00	(13)	October 25, 2036
M-8	$10,443,000.00	(14)	October 25, 2036
M-9	$8,794,000.00	(15)	October 25, 2036
B	$10,993,000.00	(16)	October 25, 2036
CE	(17)	(17)	October 25, 2036
P	$100.00	(20)	October 25, 2036
R	N/A	N/A	N/A
R-X	N/A	N/A	N/A

_____________________

(1)	Interest will accrue on the Class A-1 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class A-1 Pass-Through Rate and (ii) the Group 1 Cap for such Distribution Date.

(2)	Interest will accrue on the Class A-2 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class A-2 Pass-Through Rate and (ii) the Group 2 Cap for such Distribution Date.

(3)	Interest will accrue on the Class A-3A Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class A-3A Pass-Through Rate and (ii) the Group 3 Cap for such Distribution Date.

(4)	Interest will accrue on the Class A-3B Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class A-3B Pass-Through Rate and (ii) the Group 3 Cap for such Distribution Date.

(5)	Interest will accrue on the Class A-3C Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class A-3C Pass-Through Rate and (ii) the Group 3 Cap for such Distribution Date.

(6)	Interest will accrue on the Class A-3D Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class A-3D Pass-Through Rate and (ii) the Group 3 Cap for such Distribution Date.

(7)	Interest will accrue on the Class M-1 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-1 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(8)	Interest will accrue on the Class M-2 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-2 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(9)	Interest will accrue on the Class M-3 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-3 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(10)	Interest will accrue on the Class M-4 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-4 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(11)	Interest will accrue on the Class M-5 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-5 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(12)	Interest will accrue on the Class M-6 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-6 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(13)	Interest will accrue on the Class M-7 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-7 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(14)	Interest will accrue on the Class M-8 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-8 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(15)	Interest will accrue on the Class M-9 Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class M-9 Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(16)	Interest will accrue on the Class B Certificates during each Interest Accrual Period at a rate equal to the lesser of: (i) the Class B Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(17)	Solely for REMIC purposes, the Class CE Certificates will (i) have an Original Certificate Principal Balance equal to the Initial Overcollateralization Amount and (ii) will be entitled to 100% of the amount distributed on the Class CE REMIC 4 Regular Interest.

(18)	The Class P Certificates will not bear interest.

ARTICLE I

DEFINITIONS

Section 1.01.

Defined Terms.

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Interest on all Classes of REMIC 1 Regular Interests and REMIC 2 Regular Interests, the Class CE REMIC 3 Regular Interest and the Class CE Certificates will be calculated on the basis of a 360 day year consisting of twelve 30 day months. Interest on the REMIC 3 Regular Interests (other than the Class CE REMIC 3 Regular Interest and the Class Swap-IO REMIC 3 Regular Interest) and all Regular Certificates (other than the Class CE Certificates) will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360 day year.

10-K Filing Deadline : As defined in Section 3.31(c) hereof.

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

60+ Day Delinquent Loan : Each Mortgage Loan (including each Mortgage Loan in foreclosure and each Mortgage Loan for which the Mortgagor has filed for bankruptcy after the Closing Date) with respect to which any portion of a Monthly Payment is, as of the last day of the prior Collection Period, two months or more past due and each Mortgage Loan relating to an REO Property.

Account : Any of the Cap Carryover Reserve Account, the Collection Account, the Distribution Account, the Swap Account or the Escrow Account.

Accrued Certificate Interest : With respect to each Distribution Date and Class of Offered Certificates or Class B Certificates, an amount equal to the interest accrued at the related Certificate Interest Rate for such Class during the related Interest Accrual Period on the Certificate Principal Balance of such Class of Certificates, reduced by such Class’ Interest Percentage of Relief Act Interest Shortfalls for such Distribution Date.

Additional Disclosure Notification : As defined in Section 3.31(b) hereof.

Additional Form 10-D Information : As defined in Section 3.31(b) hereof.

Additional Form 10-K Information : As defined in Section 3.31(c) hereof.

Additional Servicer : A Subcontractor engaged by the Servicer, the Trustee or a custodian that is a “servicer” within the meaning of Item 1101 of Regulation AB and meets any of the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB.

Adjustable Rate Mortgage Loan : A Mortgage Loan which has a rate at which interest accrues that adjusts based on the Index plus a related Gross Margin, as set forth and subject to the limitations in the related Mortgage Note.

Adjustment Date : With respect to each Adjustable Rate Mortgage Loan, each adjustment date on which the Mortgage Interest Rate of an Adjustable Rate Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date for each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.

Advance : As to any Mortgage Loan, any advance made by the Servicer in respect of any Distribution Date pursuant to Section 4.07.

Adverse REMIC Event : As defined in Section 9.01(f) hereof.

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

Agreement : This Pooling and Servicing Agreement and all amendments and supplements hereto.

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

Applied Realized Loss Amount : With respect to each Distribution Date, the excess, if any, of (a) the aggregate of the Certificate Principal Balances of the Certificates (after taking into account the distribution of the Principal Distribution Amount and any Net Swap Payment from the Swap Provider on such Distribution Date and any increase in any Certificate Principal Balance as a result of Subsequent Recoveries) over (b) the Pool Balance as of the end of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period.

Assessment of Compliance : As defined in Section 3.20(a) hereof.

Assignment : An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect or record the sale of the Mortgage.

Assumed Final Maturity Date : As to each Class of Certificates, the date set forth as such in the Preliminary Statement.

Attestation Report : As defined in Section 3.20(b) hereof.

Available Funds : As to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments due during the related Collection Period and received on or prior to the related Determination Date by the Servicer, (b) Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, Principal Prepayments, Substitution Adjustment Amounts, the Purchase Price for any repurchased Mortgage Loan, the Termination Price with respect to the termination of the Trust pursuant to Section 10.01 hereof and other unscheduled recoveries of principal and interest (excluding Prepayment Charges, Originator Prepayment

Charge Payment Amounts, Servicer Prepayment Charge Payment Amounts and Prepayment Interest Excess) in respect of the Mortgage Loans during the related Prepayment Period, (c) the aggregate of any amounts received in respect of an REO Property deposited in the Collection Account for such Distribution Date, (d) any Compensating Interest for such Distribution Date, (e) the aggregate of any Advances made by the Servicer for such Distribution Date and (f) any Reimbursement Amount or Subsequent Recovery deposited into the Collection Account during the related Prepayment Period over (ii) the sum of (a) amounts reimbursable or payable to the Servicer pursuant to Sections 3.05 or 6.03, (b) amounts reimbursable or payable to the Trustee pursuant to Section 8.05 or Section 9.01(c), (c) amounts payable hereunder to the Credit Risk Manager, (d) Stayed Funds, (e) the Servicing Fee and (f) amounts deposited in the Collection Account or the Distribution Account, as the case may be, in error.

Balloon Loan : A Mortgage Loan that provides for a Balloon Payment.

Balloon Payment : A payment of the unamortized principal balance of a Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is substantially greater than the preceding Monthly Payment.

Bankruptcy Code : Title 11 of the United States Code, as amended.

Book-Entry Certificates : Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant,” or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 5.02 hereof). On the Closing Date, the Offered Certificates and Class B Certificates shall be Book-Entry Certificates.

Business Day : Any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Delaware, the State of New York, the State of Florida, the State of Missouri, the State of California, the Commonwealth of Pennsylvania or any city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed provided , however , with respect to distributions on Certificates, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to be closed.

Cap : Any of the Group 1 Cap, the Group 2 Cap, the Group 3 Cap or the Pool Cap.

Cap Carryover Amount : If on any Distribution Date, the Accrued Certificate Interest for any Offered Certificate and the Class B Certificates is based upon the related Cap, the excess of (i) the amount of interest such Certificate would have been entitled to receive on such Distribution Date based on the related Pass-Through Rate, over (ii) the amount of interest such Certificate received on such Distribution Date based on the application of such related Cap, together with the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate on such Certificate). For federal income tax purposes, each application of the applicable Cap shall be an application of the REMIC 3 Cap for purposes of calculating the related Cap Carryover Amount.

Cap Carryover Reserve Account : The account or accounts created and maintained pursuant to Section 4.10 hereof.

Certificate : Any Regular Certificate or Residual Certificate.

Certificate Custodian : Initially, Wells Fargo Bank, N.A.; thereafter any other Certificate Custodian acceptable to the Depository and selected by the Trustee.

Certificate Interest Rate : With respect to each Distribution Date and (a) each Class of Offered Certificates and Class B Certificates, the per annum rate equal to the lesser of (i) the related Pass-Through Rate and (ii) the related Cap and (b) the Class CE Certificates, the related Pass-Through Rate.

Certificate Owner : With respect to each Book-Entry Certificate, any beneficial owner thereof.

Certificate Principal Balance : With respect to any Class of Certificates (other than the Class CE and Residual Certificates) and any Distribution Date, the Original Certificate Principal Balance (a) reduced by the sum of (i) all amounts actually distributed in respect of principal of such Class on all prior Distribution Dates and (ii) Applied Realized Loss Amounts allocated thereto for previous Distribution Dates and (b) increased by any Subsequent Recoveries allocated to such Class for previous Distribution Dates. The Residual Certificates do not have a Certificate Principal Balance. With respect to any Certificate (other than a Residual Certificate) of a Class and any Distribution Date, the portion of the Certificate Principal Balance of such Class represented by such Certificate equal to the product of the Percentage Interest evidenced by such Certificate and the Certificate Principal Balance of such Class.

With respect to the Class CE Certificates and any Distribution Date, and solely for federal income tax purposes, the excess, if any, of the then aggregate Uncertificated Balances of the REMIC 2 Regular Interests over the aggregate Certificate Principal Balances of the Offered Certificates, the Class B Certificates and the Class P Certificates then outstanding.

Certificate Register and Certificate Registrar : The register maintained and registrar appointed pursuant to Section 5.02 hereof.

Certificateholder or Holder : The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or non U.S. Person shall not be a Holder of any Residual Certificate for any purpose hereof.

Class : Collectively, Certificates or REMIC Regular Interests which have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby.

Class A Certificate Any one of the Certificates with an “A” designated on the face thereof substantially in the form annexed hereto as Exhibits A-1 , A-2 , A-3A , A-3B , A-3C and A-3D , executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and representing (i) the corresponding REMIC 3 Regular Interest for purposes of the REMIC

Provisions, (ii) the right to receive Cap Carryover Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

Class A-1 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.140% per annum, and (ii) following the Optional Termination Date, 0.280% per annum.

Class A-1 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class A-1 Certificate Margin and (ii) the Group 1 Maximum Rate Cap.

Class A-2 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.140% per annum, and (ii) following the Optional Termination Date, 0.280% per annum.

Class A-2 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class A-2 Certificate Margin and (ii) the Group 2 Maximum Rate Cap.

Class A-3A Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.060% per annum, and (ii) following the Optional Termination Date, 0.120% per annum.

Class A-3A Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class A-3A Certificate Margin and (ii) the Group 3 Maximum Rate Cap.

Class A-3B Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.110% per annum, and (ii) following the Optional Termination Date, 0.220% per annum.

Class A-3B Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class A-3B Certificate Margin and (ii) the Group 3 Maximum Rate Cap.

Class A-3C Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.150% per annum, and (ii) following the Optional Termination Date, 0.300% per annum.

Class A-3C Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class A-3C Certificate Margin and (ii) the Group 3 Maximum Rate Cap.

Class A-3D Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.220% per annum, and (ii) following the Optional Termination Date, 0.440% per annum.

Class A-3D Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class A-3D Certificate Margin and (ii) the Group 3 Maximum Rate Cap.

Class B Certificates : Any one of the Certificates with a “B” designated on the face thereof substantially in the form annexed hereto as Exhibit B-10 , executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and representing (i) the corresponding REMIC 3 Regular Interest for purposes of the REMIC Provisions, (ii) the right to receive Cap Carryover Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

Class B Certificateholders : Collectively, the Holders of the Class B Certificates.

Class B Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 2.50% per annum, and (ii) following the Optional Termination Date, 3.75% per annum.

Class B Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class B Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class B Principal Distribution Amount : As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Sequential Mezzanine Certificates (after taking into account the payment of the Sequential Mezzanine Principal Distribution Amount on such Distribution Date), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the payment of the Class M-9 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class B Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) 95.10% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (b) the amount by which the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (i) 0.50% and (ii) the Pool Balance on the Cut-off Date.

Class B Realized Loss Amortization Amount : As to the Class B Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class B Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxxi) hereof, in each case for such Distribution Date.

Class CE Certificates : Any one of the Class CE Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit C-1 , executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the corresponding REMIC 4 Regular Interest for purposes of the REMIC Provisions, (ii) the obligation to pay Cap Carryover Amounts, Swap Termination Payments and the Class IO Distribution Amount and (iii) the right to receive the Class IO Distribution Amount and amounts from the Cap Carryover Reserve Account and the Swap Account as set forth herein and therein.

Class CE Distributable Amount : With respect to any Distribution Date, (x) the sum of (i) the interest accrued on such Class CE Certificate at its Pass Through Rate calculated on its Notional Amount less the amount (without duplication) of Cap Carryover Amounts paid pursuant to Section 4.02(b)(xxxiii) and any Defaulted Swap Termination Payments paid pursuant to Section 4.02(b)(xxxiv), (ii) up to any remaining Overcollateralization Release Amount and (iii) the amounts remaining in (A) the Cap Carryover Reserve Account after the distributions in Section 4.10 and (B) the Supplemental Interest Trust in respect of the Swap Account after distributions in Section 4.09(a).

Class IO Distribution Amount : As defined in Section 4.09 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class Swap-IO REMIC 3 Regular Interest on such Distribution Date, all as further provided in Section 4.09 hereof.

Class M Certificate : Any one of the Certificates with an “M” designated on the face thereof substantially in the form annexed hereto as Exhibit B-1 , Exhibit B-2 , Exhibit B-3 , Exhibit B-4 , Exhibit B-5 , Exhibit B-6 , Exhibit B-7 , Exhibit B-8 and Exhibit B-9 , executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and representing (i) the corresponding REMIC 3 Regular Interest for purposes of the REMIC Provisions, (ii) the right to receive Cap Carryover Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

Class M Certificateholders : Collectively, the Holders of the Class M Certificates.

Class M-1 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.250% per annum, and (ii) following the Optional Termination Date, 0.375% per annum.

Class M-1 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-1 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-1 Realized Loss Amortization Amount : As to the Class M-1 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-1 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (iv) hereof, in each case for such Distribution Date.

Class M-2 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.290% per annum, and (ii) following the Optional Termination Date, 0.435% per annum.

Class M-2 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-2 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-2 Realized Loss Amortization Amount : As to the Class M-2 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-2 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (vii) hereof, in each case for such Distribution Date.

Class M-3 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.350% per annum, and (ii) following the Optional Termination Date, 0.525% per annum.

Class M-3 Pass-Through Rate : For each Distribution Date, a per annum rate equal the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-3 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-3 Realized Loss Amortization Amount : As to the Class M-3 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-3 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (x) hereof, in each case for such Distribution Date.

Class M-4 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.370% per annum, and (ii) following the Optional Termination Date, 0.555% per annum.

Class M-4 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-4 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-4 Principal Distribution Amount : As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Sequential Mezzanine Certificates (after taking into account the payment of the Sequential Mezzanine Principal Distribution Amount on such

Distribution Date) and (iii) 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) 79.60% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (b) the amount by which the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (i) 0.50% and (ii) the Pool Balance on the Cut-off Date.

Class M-4 Realized Loss Amortization Amount : As to the Class M-4 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-4 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xiii) hereof, in each case for such Distribution Date.

Class M-5 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.400% per annum, and (ii) following the Optional Termination Date, 0.600% per annum.

Class M-5 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-5 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-5 Principal Distribution Amount : As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Sequential Mezzanine Certificates (after taking into account the payment of the Sequential Mezzanine Principal Distribution Amount on such Distribution Date), (iii) 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 (iv) 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) 83.10% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (b) the amount by which the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (i) 0.50% and (ii) the Pool Balance on the Cut-off Date.

Class M-5 Realized Loss Amortization Amount : As to the Class M-5 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-5 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xvi) hereof, in each case for such Distribution Date.

Class M-6 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.450% per annum, and (ii) following the Optional Termination Date, 0.675% per annum.

Class M-6 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-6 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-6 Principal Distribution Amount : As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Sequential Mezzanine Certificates (after taking into account the payment of the Sequential Mezzanine Principal Distribution Amount on such Distribution Date), (iii) 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), (iv) 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 (v) 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) 86.50% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (b) the amount by which the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (i) 0.50% and (ii) the Pool Balance on the Cut-off Date.

Class M-6 Realized Loss Amortization Amount : As to the Class M-6 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-6 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xix) hereof, in each case for such Distribution Date.

Class M-7 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 0.780% per annum, and (ii) following the Optional Termination Date, 1.170% per annum.

Class M-7 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-7 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-7 Principal Distribution Amount : As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Sequential Mezzanine Certificates (after taking into account the payment of the Sequential Mezzanine Principal Distribution Amount on such Distribution Date), (iii) 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), (iv) 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), (v) 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 (vi) 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) 89.60% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (b) the amount by which the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (i) 0.50% and (ii) the Pool Balance on the Cut-off Date.

Class M-7 Realized Loss Amortization Amount : As to the Class M-7 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-7 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxii) hereof, in each case for such Distribution Date.

Class M-8 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 1.000% per annum, and (ii) following the Optional Termination Date, 1.500% per annum.

Class M-8 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-8 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-8 Principal Distribution Amount : As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Sequential Mezzanine Certificates (after taking into account the payment of the Sequential Mezzanine Principal Distribution Amount on such Distribution Date), (iii) 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), (iv) 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), (v) 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), (vi) 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 (vii) 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) approximately 91.50% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (b) the amount by which the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (i) 0.50% and the Pool Balance on the Cut-off Date.

Class M-8 Realized Loss Amortization Amount : As to the Class M-8 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-8

Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxv) hereof, in each case for such Distribution Date.

Class M-9 Certificate Margin : For each Distribution Date (i) on or prior to the Optional Termination Date, 1.900% per annum, and (ii) following the Optional Termination Date, 2.850% per annum.

Class M-9 Pass-Through Rate : For each Distribution Date, a per annum rate equal to the lesser of (i) One Month LIBOR as of the related LIBOR Determination Date, plus the Class M-9 Certificate Margin and (ii) the Pool Maximum Rate Cap.

Class M-9 Principal Distribution Amount : As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Sequential Mezzanine Certificates (after taking into account the payment of the Sequential Mezzanine Principal Distribution Amount on such Distribution Date), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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 (viii) 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) 93.10% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (b) the amount by which the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (i) 0.50% and (ii) the Pool Balance on the Cut-off Date.

Class M-9 Realized Loss Amortization Amount : As to the Class M-9 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-9 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxviii) hereof, in each case for such Distribution Date.

Class P Certificate : Any one of the Certificates with a “P” designated on the face thereof substantially in the form annexed hereto as Exhibit C-2 , executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and representing (i) the corresponding REMIC 5 Regular Interest for purposes of the REMIC Provisions and (ii) the right to receive the Servicer

Prepayment Charge Payment Amounts and the Originator Prepayment Charge Payment Amounts.

Class R Certificate : The Class R Certificate executed by the Trustee on behalf of the Trust, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C-3 and evidencing the ownership of the Residual Interest in each of REMIC 1, REMIC 2 and REMIC 3. The Class R Certificate represents the ownership of the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest.

Class R-X Certificate : The Class R-X Certificate executed by the Trustee on behalf of the Trust, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C-4 and evidencing the ownership of the Residual Interest in each of REMIC 4 and REMIC 5. The Class R-X Certificate represents the ownership of the Class R-X-4 Interest, the Class R-X-5 Interest and the Class R-X-6 Interest.

Class R-1 Interest : The uncertificated residual interest in REMIC 1 for purposes of the REMIC Provisions.

Class R-2 Interest : The uncertificated residual interest in REMIC 2 for purposes of the REMIC Provisions.

Class R-3 Interest : The uncertificated residual interest in REMIC 3 for purposes of the REMIC Provisions.

Class R-X-4 Interest : The uncertificated residual interest in REMIC 4 for purposes of the REMIC Provisions.

Class R-X-5 Interest : The uncertificated residual interest in REMIC 5 for purposes of the REMIC Provisions.

Class R-X-6 Interest : The uncertificated residual interest in REMIC 6 for purposes of the REMIC Provisions.

Class Swap-IO REMIC 3 Regular Interest : The regular interest in REMIC 3 entitled to the amounts set forth in the Preliminary Statement hereto.

Class Swap-IO REMIC 6 Regular Interest : The regular interest in REMIC 6 entitled to the amounts set forth in the Preliminary Statement hereto.

Closing Date : October 12, 2006.

Code : The Internal Revenue Code of 1986, as it may be amended from time to time.

Collection Account : The account or accounts created and maintained by the Servicer pursuant to Section 3.04(a), which shall be entitled “Collection Account, Option One Mortgage Corporation, as Servicer for the Trust under the Pooling and Servicing Agreement dated as of July 1, 2006 among Asset Backed Funding Corporation, as Depositor, Option One Mortgage Corporation, as Servicer, and Wells Fargo Bank, N.A., as Trustee, in trust for registered Holders

of ABFC 2006-OPT2 Trust, Asset Backed Funding Corporation Asset Backed Certificates, Series 2006-OPT2,” and which must be an Eligible Account.

Collection Period : With respect to any Distribution Date, the period from the second day of the calendar month preceding the month in which such Distribution Date occurs through the first day of the month in which such Distribution Date occurs.

Combined Loan to Value Ratio : For any Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the sum of (i) the Principal Balance of the Mortgage Loan at origination and (ii) the principal balance of the senior mortgage loan, if any, on the date of origination of the Mortgage Loan and the denominator of which is the Value of the related Mortgaged Property.

Commission : The United States Securities and Exchange Commission.

Compensating Interest : As defined in Section 3.23 hereof.

Compliance Statement : As defined in Section 3.19 hereof.

Condemnation Proceeds : All awards or settlements in respect of a taking of a Mortgaged Property by exercise of the power of eminent domain or condemnation.

Consulting Agreement : The Consulting Agreement, dated as of October 12, 2006, between the Credit Risk Manager and the Depositor.

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 (i) for certificate transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota, 55479 0113, Attention: Client Manager ABFC, Series 2006-OPT2 and (ii) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager ABFC, Series 2006-OPT2 or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor and the Servicer.

Corresponding Classes : The Class of interests in one Trust REMIC created under this Agreement that corresponds to the Class of interests in another Trust REMIC or to a Class of Certificates in the manner set out below:

Corresponding REMIC 2 Regular Interest	Corresponding REMIC 3 Regular Interest	Corresponding Certificate
LTA1	Class A-1	Class A-1 Certificates
LTA2	Class A-2	Class A-2 Certificates
LTA3A	Class A-3A	Class A-3A Certificates
LTA3B	Class A-3B	Class A-3B Certificates
LTA3C	Class A-3C	Class A-3C Certificates
LTA3D	Class A-3D	Class A-3D Certificates
LTM1	Class M-1	Class M-1 Certificates
LTM2	Class M-2	Class M-2 Certificates

Corresponding REMIC 2 Regular Interest	Corresponding REMIC 3 Regular Interest	Corresponding Certificate
LTM3	Class M-3	Class M-3 Certificates
LTM4	Class M-4	Class M-4 Certificates
LTM5	Class M-5	Class M-5 Certificates
LTM6	Class M-6	Class M-6 Certificates
LTM7	Class M-7	Class M-7 Certificates
LTM8	Class M-8	Class M-8 Certificates
LTM9	Class M-9	Class M-9 Certificates
LTB	Class B	Class B Certificates
LTP	Class P	Class P Certificates
N/A	Class CE	Class CE Certificates
LTIO	Class Swap-IO	N/A

Credit Enhancement Percentage : For any Distribution Date and any Class of Certificates, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class or Classes of Certificates with a lower distribution priority than such Class before taking into account the distribution of the Principal Distribution Amount on such Distribution Date and (ii) the Overcollateralization Amount after taking into account the distribution of the Principal Distribution Amount as of the prior Distribution Date by (y) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period.

Credit Risk Manager : Clayton Fixed Income Services Inc., a Colorado corporation.

Credit Risk Manager Fee : The fee payable to the Credit Risk Manager on each Distribution Date for its services as Credit Risk Manager, in an amount equal to the product of (i) one twelfth of the Credit Risk Manager Fee Rate and (ii) the Pool Balance as of the opening of business on the first day of the related Collection Period.

Credit Risk Manager Fee Rate : With respect to any Distribution Date, 0.0150% per annum.

Credit Risk Management Agreement : The Credit Risk Management Agreement between the Servicer and the Credit Risk Manager dated as of October 12, 2006.

Cut-off Date : September 1, 2006.

Cut-off Date Principal Balance : With respect to any Mortgage Loan, the unpaid Principal Balance thereof as of the Cut-off Date after application of funds received or advanced on or before such date (or as of the applicable date of substitution with respect to an Eligible Substitute Mortgage Loan).

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.

Deemed Material and Adverse Representation : As such term is defined in the Mortgage Loan Sale Agreement.

Defaulted Swap Termination Payment : Any Swap Termination Payment required to be paid by the Supplemental Interest Trust to the Swap Provider pursuant to the Interest Rate Swap Agreement as a result of an Event of Default (as defined in the Interest Rate Swap Agreement) with respect to which the Swap Provider is the defaulting party or a Termination Event (including a Downgrade Termination Event) under the Interest Rate Swap Agreement (other than Illegality or a Tax Event that is not a Tax Event Upon Merger (each as defined in 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).

Defective Mortgage Loan : A Mortgage Loan replaced or to be replaced by one or more Eligible Substitute Mortgage Loans.

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 principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

Definitive Certificates : As defined in Section 5.02(c) hereof.

Delinquent : Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is not made by the close of business on the next scheduled Due Date for such Mortgage Loan.

Depositor : Asset Backed Funding Corporation, a Delaware corporation, or any successor in interest.

Depository : The initial depository shall be The Depository Trust Company, whose nominee is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The Depository shall initially be the registered Holder of the Book-Entry Certificates. 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.

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 any Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th 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 the Trust other than through an Independent Contractor; provided , however , that the Trustee (or the Servicer under

this Agreement) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Servicer under this Agreement) 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 : A “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of: (i) the United States, any state or political subdivision thereof, any possession of the United States, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code, (iv) an “electing large partnership” within the meaning of Section 775 of the Code, (v) a Person with respect to whom the income on a Residual Certificate is allocable to a foreign permanent establishment or fixed base within the meaning of an applicable income tax treaty or (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel provided by nationally recognized counsel to the Trustee that the holding of an ownership interest in a Residual Certificate by such Person may cause the Trust Fund or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur 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. A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax and a majority of its board of directors is not selected by a governmental unit. The term “United States,” “state” and “international organization” shall have the meanings set forth in Section 7701 of the Code.

Distribution Account : The trust account or accounts created and maintained by the Trustee pursuant to Section 3.04(b), which shall be entitled “Distribution Account, Wells Fargo Bank, N.A., as Trustee, in trust for the registered Holders of ABFC 2006-OPT2 Trust, Asset Backed Funding Corporation Asset Backed Certificates, Series 2006-OPT2” and which must be an Eligible Account.

Distribution Date : The 25th day of any calendar month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in October 2006.

Distribution Date Statement : As defined in Section 4.06(a) hereof.

Due Date : With respect to each Mortgage Loan and any Distribution Date, the day of the calendar month in which such Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was due, exclusive of any grace period.

Eligible Account : Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company (a) the short-term unsecured debt obligations of which are rated at least A-2 by S&P and P-1 by Moody’s and, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company are rated at least F-1 by Fitch, if the

amounts on deposit are to be held in the account for generally no more than 30 days and are not intended to be used as credit enhancement or (b) the short-term unsecured debt obligations of which are rated at least P-1 by Moody’s and, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company are rated at least F-1 by Fitch and the long-term unsecured debt obligations of which are rated at least AA- by S&P and A1 by Moody’s, if the deposits are to be held more than 30 days but less than 365 days, (ii) an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by such corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an opinion of counsel delivered to the Trustee and to each Rating Agency, the Certificateholders will have a claim with respect to the funds in such account or a perfected first priority security interest against such collateral (which shall be limited to eligible investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained and such uninsured amount would not cause withdraw or downgrade of the then current ratings of the Certificates, (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee.

Eligible 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 or managed by the Depositor, the Servicer, the NIMS Insurer, the Trustee or any of their respective Affiliates or for which an Affiliate of the Trustee serves as an advisor:

(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) (A) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agents acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company or its ultimate parent has a short term uninsured debt rating in one of the two highest available rating categories of S&P and Moody’s and the highest available rating category of Fitch and provided that each such investment has an original maturity of no more than 365 days and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;

(iii) repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) rated A or higher by S&P, A+ or higher by Fitch and A2 or higher by Moody’s, provided , however , that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market prices plus accrued interest or (B) pursuant to such

valuation, be equal, at all times, to 105% of the cash transferred by the Trustee in exchange for such collateral and (C) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;

(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 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 in its highest short term unsecured debt rating available at the time of such investment;

(vi) units of money market funds registered under the Investment Company Act of 1940 (including funds managed or advised by the Trustee or affiliates thereof) that, if rated by each Rating Agency, are rated in its highest rating category (if so rated by such Rating Agency); 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 in writing as an eligible investment of funds backing securities having ratings equivalent to its highest initial rating of the Senior Certificates;

provided , 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.

Eligible Substitute Mortgage Loan : A mortgage loan substituted for a Defective Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance (or in the case of a substitution of more than one Mortgage Loan for a Defective Mortgage Loan, an aggregate principal balance) not in excess of the then outstanding Principal Balance of the Defective Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) be of the same type (fixed rate or adjustable rate) and have a Mortgage Interest Rate not less than the Mortgage Interest Rate of the Defective Mortgage Loan and not more than 2% in excess of the Mortgage Interest Rate of such Defective Mortgage Loan and, with respect to an Adjustable Rate Mortgage Loan, have the same Index as the Defective Mortgage Loan and have a Gross Margin equal to or greater than the Defective Mortgage Loan, (iii) have a FICO Score not less than the Defective Mortgage Loan, (iv) have a remaining term to maturity not more than one year earlier and not later than the remaining term to maturity of the Defective Mortgage Loan, (v) have a Combined

Loan to Value Ratio as of the date of substitution not greater than the Combined Loan to Value Ratio of the Defective Mortgage Loan as of such date, (vi) have a Prepayment Charge at least equal in amount of that of the Defective Mortgage Loan and (vii) conform to each representation and warranty set forth in the applicable section of the Mortgage Loan Sale Agreement and Section 3.01 of the Mortgage Loan Purchase Agreement applicable to the Defective Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Defective Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balance, the Mortgage Interest Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Interest Rates, the terms described in clause (iv) hereof shall be determined on the basis of weighted average remaining term to maturity, the Combined Loan to Value Ratios described in clause (v) 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 (vii) hereof must be satisfied as to each Eligible Substitute Mortgage Loan or in the aggregate, as the case may be. Any Defective Mortgage Loan that is a Group 1 Mortgage Loan, Group 2 Mortgage Loan or Group 3 Mortgage Loan must be replaced by an Eligible Substitute Mortgage Loan that will be a Group 1 Mortgage Loan, Group 2 Mortgage Loan or Group 3 Mortgage Loan, as applicable.

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

ERISA Restricted Certificates : Any of the Class B, Class CE, Class P and Residual Certificates and any Certificate that no longer meets the applicable rating requirement of an Underwriter’s Exemption.

Escrow Account : The account or accounts created and maintained pursuant to Section 3.06.

Escrow Payments : The amounts constituting ground rents, taxes, assessments, water rates, mortgage insurance premiums, fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage Loan.

Estate in Real Property : A fee simple estate in a parcel of real property.

Exchange Act : The Securities Exchange Act of 1934, as amended.

Expense Fee Rate : The sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.

Extended Period : As defined in Section 9.04(b) hereof.

Extra Principal Distribution Amount : As of any Distribution Date, the lesser of (x) the Monthly Excess Interest Amount for such Distribution Date and (y) the Overcollateralization Deficiency for such Distribution Date.

FDIC : Federal Deposit Insurance Corporation or any successor thereto.

Fidelity Bond : As defined in Section 3.12 hereof.

Final Recovery Determination : With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property (i) purchased by the Originator or the Seller pursuant to or as contemplated by Section 2.03, (ii) purchased by the Purchasing Party pursuant to Section 3.32 or (iii) purchased by the Majority Class CE Certificateholders or the Servicer pursuant to Section 10.01), a determination made by the Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.

Fitch : Fitch Ratings and its successors, and if such company shall for any reason no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other “nationally recognized statistical rating organization” as set forth on the most current list of such organizations released by the Commission.

Fixed Payer Rate : The fixed rate payable with respect to each of the first 60 Distribution Dates, which is 5.0625%.

Fixed Rate Mortgage Loan : A Mortgage Loan which has a constant annual rate at which interest accrues in accordance with the provisions of the related Mortgage Note.

Fixed Swap Payment : With respect to any Distribution Date, an amount equal to the product of (x) 5.0625%, (y) the notional “fixed amount” for that Distribution Date set forth in the Interest Rate Swap Agreement and (z) a fraction, the numerator of which is 30 (or, for the first Distribution Date, the number of days elapsed from the Closing Date to but excluding the first Distribution Date, on a 30/360 basis), and the denominator of which is 360.

Floating Swap Payment : With respect to any Distribution Date, an amount equal to the product of (i) Swap LIBOR, (ii) the notional amount for that Distribution Date set forth in the Interest Rate Swap Agreement and (iii) 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.

Foreclosure Price : The amount reasonably expected to be received from the sale of the related Mortgaged Property net of any expenses associated with foreclosure proceedings.

Form 8-K : As defined in Section 3.31(a) hereof.

Form 8-K Information : As defined in Section 3.31(d) hereof.

Form 10-D : As defined in Section 3.31(a) hereof.

Form 10-K : As defined in Section 3.31(a) hereof.

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 used to determine the Mortgage Interest Rate for such Mortgage Loan.

Group 1 Cap : For any Distribution Date and for the Class A-1 Certificates, (a) a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the Weighted Average Net Mortgage Interest Rate for the Group 1 Mortgage Loans minus (b) a percentage, expressed as a per annum rate (subject to an adjustment based on the actual number of days elapsed in the related Interest Accrual Period), calculated as a fraction, the numerator of which is the sum of (i) any Net Swap Payment deposited into the Supplemental Interest Trust for payment to the Swap Provider and (ii) any Swap Termination Payment deposited into the Supplemental Interest Trust for payment to the Swap Provider (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) and the denominator of which is the Pool Balance as of the first day of the related Collection Period.

Group 1 Interest Remittance Amount : As of any Distribution Date, the excess of (A) the sum, without duplication, of (i) all interest due and collected or advanced with respect to the related Collection Period on the Group 1 Mortgage Loans received by the Servicer on or prior to the Determination Date for such Distribution Date (less the Servicing Fee for such Mortgage Loans, amounts available for reimbursement of Advances and Servicing Advances pursuant to Section 3.05, expenses reimbursable pursuant to Section 6.03 and indemnification payments pursuant to Sections 3.26 and 8.05), (ii) all Compensating Interest paid by the Servicer on the related Distribution Date with respect to the Group 1 Mortgage Loans, (iii) the portion of any payment in connection with any Principal Prepayment (other than any Prepayment Interest Excess), substitution, Purchase Price, Termination Price, Insurance Proceeds or Net Liquidation Proceeds relating to interest with respect to the Group 1 Mortgage Loans received during the related Prepayment Period and (iv) the portion of any Reimbursement Amount relating to interest on such Mortgage Loans received during the related Prepayment Period over (B) the product of (x) any amounts payable to the Supplemental Interest Trust for payment to the Swap Provider (including any Net Swap Payment and any Swap Termination Payment owed to the Swap Provider but excluding any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and (y) a fraction, the numerator of which is the aggregate Principal Balance of the Group 1 Mortgage Loans as of the first day of the related Collection Period and the denominator of which is equal to the Pool Balance as of the first day of the related Collection Period.

Group 1 Maximum Rate Cap : As of any Distribution Date and the Class A-1 Certificates, (a) a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the Weighted Average Net Maximum Mortgage Interest Rates for the Group 1 Mortgage Loans minus (b) a percentage, expressed as a per annum rate (subject to an adjustment based on the actual number of days elapsed in the related Interest Accrual Period), calculated as a fraction, the numerator of which is the sum of (i) any Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event), and the denominator of which is equal to the Pool Balance as of the first day of the related Collection Period plus (c) a percentage, expressed as a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period),

calculated as a fraction, the numerator of which is equal to any Net Swap Payment made by the Swap Provider and the denominator of which is equal to the Pool Balance as of the first day of the related Collection Period.

Group 1 Mortgage Loan : Each Group 1 Mortgage Loan included in the Trust Fund on the Closing Date and listed on the Mortgage Loan Schedule. The aggregate Principal Balance of the Group 1 Mortgage Loans as of the Cut-off Date is equal to $294,999,035.82.

Group 1 Principal Percentage : With respect to any Distribution Date and the Class A-1 Certificates, the percentage equivalent to a fraction, the numerator of which is the Principal Remittance Amount allocable to the Group 1 Mortgage Loans for such Distribution Date and the denominator of which is the Principal Remittance Amount allocable to the Mortgage Loans for such Distribution Date.

Group 1 Senior Principal Distribution Amount : With respect to any Distribution Date (i) before the Stepdown Date or as to which a Trigger Event is in effect, the Group 1 Principal Percentage of the Principal Distribution Amount and (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (a) the Certificate Principal Balance of the Group 1 Certificates immediately prior to that Distribution Date over (b) the lesser of (x) the product of (1) approximately 57.60% and (2) the aggregate Principal Balance of the Group 1 Mortgage Loans as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (y) the amount by which the aggregate Principal Balance of the Group 1 Mortgage Loans as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (1) 0.50% and (2) the aggregate Principal Balance of the Group 1 Mortgage Loans on the Cut-off Date.

Group 2 Cap : For any Distribution Date and for the Class A-2 Certificates, (a) a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the Weighted Average Net Mortgage Interest Rate for the Group 2 Mortgage Loans, minus (b) a percentage, expressed as a per annum rate (subject to an adjustment based on the actual number of days elapsed in the related Interest Accrual Period), calculated as a fraction, the numerator of which is the sum of (i) any Net Swap Payment deposited into the Supplemental Interest Trust for payment to the Swap Provider and (ii) any Swap Termination Payment deposited into the Supplemental Interest Trust for payment to the Swap Provider (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) and the denominator of which is the Pool Balance as of the first day of the related Collection Period.

Group 2 Interest Remittance Amount : As of any Distribution Date, the excess of (A) the sum, without duplication, of (i) all interest due and collected or advanced with respect to the related Collection Period on the Group 2 Mortgage Loans received by the Servicer on or prior to the Determination Date for such Distribution Date (less the Servicing Fee for such Mortgage Loans, amounts available for reimbursement of Advances and Servicing Advances pursuant to Section 3.05, expenses reimbursable pursuant to Section 6.03 and indemnification payments pursuant to Sections 3.26 and 8.05), (ii) all Compensating Interest paid by the Servicer on the related Distribution Date with respect to the Group 2 Mortgage Loans, (iii) the portion of any

payment in connection with any Principal Prepayment (other than any Prepayment Interest Excess), substitution, Purchase Price, Termination Price, Insurance Proceeds or Net Liquidation Proceeds relating to interest with respect to the Group 2 Mortgage Loans received during the related Prepayment Period and (iv) the portion of any Reimbursement Amount relating to interest on such Mortgage Loans received during the related Prepayment Period over (B) the product of (x) any amounts payable to the Supplemental Interest Trust for payment to the Swap Provider (including any Net Swap Payment and any Swap Termination Payment owed to the Swap Provider but excluding any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and (y) a fraction, the numerator of which is the aggregate Principal Balance of the Group 2 Mortgage Loans as of the first day of the related Collection Period and the denominator of which is equal to the Pool Balance as of the first day of the related Collection Period.

Group 2 Maximum Rate Cap : As of any Distribution Date and the Class A-2 Certificates, (a) a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the Weighted Average Net Maximum Mortgage Interest Rates for the Group 2 Mortgage Loans minus (b) a percentage, expressed as a per annum rate (subject to an adjustment based on the actual number of days elapsed in the related Interest Accrual Period), calculated as a fraction, the numerator of which is the sum of (i) any Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event), and the denominator of which is equal to the Pool Balance as of the first day of the related Collection Period plus (c) a percentage, expressed as a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period), calculated as a fraction, the numerator of which is equal to any Net Swap Payment made by the Swap Provider and the denominator of which is equal to the Pool Balance as of the first day of the related Collection Period.

Group 2 Mortgage Loan : Each Group 2 Mortgage Loan included in the Trust Fund on the Closing Date and listed on Mortgage Loan Schedule. The aggregate Principal Balance of the Group 2 Mortgage Loans as of the Cut-off Date is equal to $295,006,329.67.

Group 2 Principal Percentage : With respect to any Distribution Date and the Class A-2 Certificates, the percentage equivalent to a fraction, the numerator of which is the Principal Remittance Amount allocable to the Group 2 Mortgage Loans for such Distribution Date and the denominator of which is the Principal Remittance Amount allocable to the Mortgage Loans for such Distribution Date.

Group 2 Senior Principal Distribution Amount : With respect to any Distribution Date (i) before the Stepdown Date or as to which a Trigger Event is in effect, the Group 2 Principal Percentage of the Principal Distribution Amount and (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (a) the aggregate Certificate Principal Balance of the Group 2 Certificates immediately prior to that Distribution Date over (b) the lesser of (x) the product of (1) approximately 57.60% and (2) the aggregate Principal Balance of the Group 2 Mortgage Loans as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (y) the amount by which the aggregate Principal Balance of the Group 2 Mortgage Loans as of the last day of the related

Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (1) 0.50% and (2) the aggregate Principal Balance of the Group 2 Mortgage Loans on the Cut-off Date.

Group 3 Cap : For any Distribution Date and for the Class A-3A, Class A-3B, Class A-3C and Class A-3D Certificates, (a) a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the Weighted Average Net Mortgage Interest Rate for the Group 3 Mortgage Loans minus (b) a percentage, expressed as a per annum rate (subject to an adjustment based on the actual number of days elapsed in the related Interest Accrual Period), calculated as a fraction, the numerator of which is the sum of (i) the Net Swap Payment deposited into the Supplemental Interest Trust for payment to the Swap Provider and (ii) any Swap Termination Payment deposited into the Supplemental Interest Trust for payment to the Swap Provider (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) and the denominator of which is the Pool Balance as of the first day of the related Collection Period.

Group 3 Interest Remittance Amount : As of any Distribution Date, the excess of (A) the sum, without duplication