POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

You are currently viewing:

This Pooling and Servicing Agreement involves

WACHOVIA BANK, NATIONAL ASSOCIATION | WELLS FARGO ASSET SECURITIES CORPORATION | WELLS FARGO BANK, NA

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/28/2005

POOLING AND SERVICING AGREEMENT, Parties: wachovia bank national association , wells fargo asset securities corporation , wells fargo bank na

EXHIBIT 4

-------------------------------------------------------------------

WELLS FARGO ASSET SECURITIES CORPORATION

(Seller)

and

WELLS FARGO BANK, N.A.

(Master Servicer)

and

WACHOVIA BANK, NATIONAL ASSOCIATION

(Trustee)

POOLING AND SERVICING AGREEMENT

Dated as of February 25, 2005

$450,615,028.04

Mortgage Pass-Through Certificates

Series 2005-1

-------------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01 Definitions...................................................

Section 1.02 Acts of Holders...............................................

Section 1.03 Effect of Headings and Table of Contents......................

Section 1.04 Benefits of Agreement.........................................

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans..................................

Section 2.02 Acceptance by Custodian.......................................

Section 2.03 Representations and Warranties of the Master Servicer and

the Seller...................................................

Section 2.04 Execution and Delivery of Certificates........................

Section 2.05 Designation of Certificates; Designation of Startup Day

and Latest Possible Maturity Date............................

Section 2.06 Optional Substitution of Mortgage Loans.......................

ARTICLE III

ADMINISTRATION OF THE TRUST ESTATE; SERVICING

OF THE MORTGAGE LOANS

Section 3.01 Certificate Account...........................................

Section 3.02 Permitted Withdrawals from the Certificate Account............

Section 3.03 Advances by Master Servicer and Trustee.......................

Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan

Files and Retained Mortgage Loan Files.......................

Section 3.05 Reports to the Trustee; Annual Compliance Statements..........

Section 3.06 Title, Management and Disposition of Any REO Mortgage

Loan.........................................................

Section 3.07 Amendments to Servicing Agreements, Modification of

Standard Provisions..........................................

Section 3.08 Oversight of Servicing........................................

Section 3.09 Termination and Substitution of Servicing Agreements..........

Section 3.10 Application of Net Liquidation Proceeds.......................

Section 3.11 Exchange Act Reports..........................................

ARTICLE IV

DISTRIBUTIONS IN RESPECT OF CERTIFICATES;

PAYMENTS TO CERTIFICATEHOLDERS;

STATEMENTS AND REPORTS

Section 4.01 Distributions.................................................

Section 4.02 Allocation of Realized Losses.................................

Section 4.03 Paying Agent..................................................

Section 4.04 Statements to Certificateholders; Reports to the Trustee

and the Seller...............................................

Section 4.05 Reports to Mortgagors and the Internal Revenue Service........

Section 4.06 Calculation of Amounts; Binding Effect of Interpretations

and Actions of Master Servicer...............................

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates..............................................

Section 5.02 Registration of Certificates..................................

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............

Section 5.04 Persons Deemed Owners.........................................

Section 5.05 Access to List of Certificateholders' Names and Addresses.....

Section 5.06 Maintenance of Office or Agency...............................

Section 5.07 Definitive Certificates.......................................

Section 5.08 Notices to Clearing Agency....................................

ARTICLE VI

THE SELLER AND THE MASTER SERVICER

Section 6.01 Liability of the Seller and the Master Servicer...............

Section 6.02 Merger or Consolidation of the Seller or the Master

Servicer.....................................................

Section 6.03 Limitation on Liability of the Seller, the Master

Servicer and Others..........................................

Section 6.04 Resignation of the Master Servicer............................

Section 6.05 Compensation to the Master Servicer...........................

Section 6.06 Assignment or Delegation of Duties by Master Servicer.........

Section 6.07 Indemnification of Trustee and Seller by Master Servicer......

ARTICLE VII

DEFAULT

Section 7.01 Events of Default.............................................

Section 7.02 Other Remedies of Trustee.....................................

Section 7.03 Directions by Certificateholders and

Duties of Trustee During Event of Default....................

Section 7.04 Action upon Certain Failures of the Master Servicer and

upon Event of Default........................................

Section 7.05 Trustee to Act; Appointment of Successor......................

Section 7.06 Notification to Certificateholders............................

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 Duties of Trustee.............................................

Section 8.02 Certain Matters Affecting the Trustee.........................

Section 8.03 Trustee Not Required to Make Investigation....................

Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.........

Section 8.05 Trustee May Own Certificates..................................

Section 8.06 The Master Servicer to Pay Fees and Expenses..................

Section 8.07 Eligibility Requirements......................................

Section 8.08 Resignation and Removal.......................................

Section 8.09 Successor.....................................................

Section 8.10 Merger or Consolidation.......................................

Section 8.11 Authenticating Agent..........................................

Section 8.12 Separate Trustees and Co-Trustees.............................

Section 8.13 Tax Matters; Compliance with REMIC Provisions.................

Section 8.14 Monthly Advances..............................................

ARTICLE IX

TERMINATION

Section 9.01 Termination upon Purchase by the Seller or Liquidation of

All Mortgage Loans...........................................

Section 9.02 Additional Termination Requirements...........................

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01 Amendment.....................................................

Section 10.02 Recordation of Agreement......................................

Section 10.03 Limitation on Rights of Certificateholders....................

Section 10.04 Governing Law; Jurisdiction...................................

Section 10.05 Notices.......................................................

Section 10.06 Severability of Provisions....................................

Section 10.07 Special Notices to Rating Agencies............................

Section 10.08 Covenant of Seller............................................

Section 10.09 Recharacterization............................................

ARTICLE XI

TERMS FOR CERTIFICATES

Section 11.01 Cut-Off Date..................................................

Section 11.02 Cut-Off Date Aggregate Principal Balance......................

Section 11.03 Original Group I-A Percentage.................................

Section 11.04 Original Group II-A Percentage................................

Section 11.05 Original Group III-A Percentage...............................

Section 11.06 Original Principal Balances of the Classes of Class A

Certificates.................................................

Section 11.06(a) Original Class A-WIO Notional Amount.......................

Section 11.06(b) Original Class I-A-WIO Notional Amount.....................

Section 11.06(c) Original Class II-A-WIO Notional Amount....................

Section 11.06(d) Original Class III-A-WIO Notional Amount...................

Section 11.07 Original Aggregate Non-PO Principal Balance...................

Section 11.08 Original Aggregate Class A Percentage.........................

Section 11.09 Original Class B Principal Balance............................

Section 11.10 Original Principal Balances of the Classes of Class B

Certificates.................................................

Section 11.11 Original Class B-1 Fractional Interest........................

Section 11.12 Original Class B-2 Fractional Interest........................

Section 11.13 Original Class B-3 Fractional Interest........................

Section 11.14 Original Class B-4 Fractional Interest........................

Section 11.15 Original Class B-5 Fractional Interest........................

Section 11.16 Original Class B-1 Percentage.................................

Section 11.17 Original Class B-2 Percentage.................................

Section 11.18 Original Class B-3 Percentage.................................

Section 11.19 Original Class B-4 Percentage.................................

Section 11.20 Original Class B-5 Percentage.................................

Section 11.21 Original Class B-6 Percentage.................................

Section 11.22 Closing Date..................................................

Section 11.23 Right to Purchase.............................................

Section 11.24 Wire Transfer Eligibility.....................................

Section 11.25 Single Certificate............................................

Section 11.26 Servicing Fee Rate............................................

Section 11.27 Master Servicing Fee Rate.....................................

SCHEDULE I - Applicable Unscheduled Principal Receipt Period

<PAGE>

EXHIBITS

--------

EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate

EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate

EXHIBIT A-I-A-LR - Form of Face of Class I-A-LR Certificate

EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate

EXHIBIT A-III-A-1 - Form of Face of Class III-A-1 Certificate

EXHIBIT A-WIO - Form of Face of Class A-WIO Certificate

EXHIBIT A-PO - Form of Face of Class A-PO Certificate

EXHIBIT B-1 - Form of Face of Class B-1 Certificate

EXHIBIT B-2 - Form of Face of Class B-2 Certificate

EXHIBIT B-3 - Form of Face of Class B-3 Certificate

EXHIBIT B-4 - Form of Face of Class B-4 Certificate

EXHIBIT B-5 - Form of Face of Class B-5 Certificate

EXHIBIT B-6 - Form of Face of Class B-6 Certificate

EXHIBIT C - Form of Reverse of Series 2005-1 Certificates

EXHIBIT D - Reserved

EXHIBIT E - Custodial Agreement

EXHIBIT F-1A - Schedule of Type 1 Mortgage Loans in Loan Group I

EXHIBIT F-1B - Schedule of Type 1 Mortgage Loans in Loan Group II

EXHIBIT F-1C - Schedule of Type 1 Mortgage Loans in Loan Group III

EXHIBIT F-2A - Schedule of Other Servicer Mortgage Loans in

Loan Group I

EXHIBIT F-2B - Schedule of Other Servicer Mortgage Loans in

Loan Group II

EXHIBIT F-2C - Schedule of Other Servicer Mortgage Loans in Loan

Group III

EXHIBIT G - Request for Release

EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the

Internal Revenue Code of 1986, as amended, and

for Non-ERISA Investors

EXHIBIT I - Letter from Transferor of Residual Certificates

EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]

Certificates)

EXHIBIT K - List of Recordation States

EXHIBIT L - Servicing Agreements

EXHIBIT M - Form of Special Servicing Agreement

EXHIBIT N - Form of Initial Certification of the Custodian

EXHIBIT O - Form of Final Certification of the Custodian

EXHIBIT P Form of Sarbanes Oxley Certification

<PAGE>

This Pooling and Servicing Agreement, dated as of February 25, 2005

executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO

BANK, N.A., as Master Servicer and WACHOVIA BANK, NATIONAL ASSOCIATION, as

Trustee.

W I T N E S S E T H T H A T:

- - - - - - - - - - - - - -

In consideration of the mutual agreements herein contained, the

Seller, the Master Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

Whenever used herein, the following words and phrases, unless the

context otherwise requires, shall have the meanings specified in this Article.

Accepted Master Servicing Practices: Accepted Master Servicing

Practices shall consist of the customary and usual master servicing practices of

prudent master servicing institutions which service mortgage loans of the same

type as the Mortgage Loans in the jurisdictions in which the related Mortgaged

Properties are located, regardless of the date upon which the related Mortgage

Loans were originated.

Adjusted Principal Balance: As to any Distribution Date and any

Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal

Balance of such Class with respect to such Distribution Date minus (ii) the

Adjustment Amount for such Distribution Date less the Principal Balances for any

Classes of Class B Certificates with higher numerical designations.

Adjustment Amount: For any Distribution Date, the difference between

(A) the sum of the Aggregate Class A Principal Balance and the Class B Principal

Balance as of the related Determination Date and (B) the sum of (i) the sum of

the Aggregate Class A Principal Balance and the Class B Principal Balance as of

the Determination Date succeeding such Distribution Date and (ii) the aggregate

amount that would have been distributed to all Classes as principal in

accordance with Section 4.01(a)(i) for such Distribution Date without regard to

the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2

Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal

Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal

Principal Amount.

Aggregate Adjusted Pool Amount: With respect to any Distribution

Date, the sum of the Group I Adjusted Pool Amount, Group II Adjusted Pool Amount

and Group III Adjusted Pool Amount.

Aggregate Class A Principal Balance: With respect to any

Determination Date, the sum of the Group I-A Principal Balance, Group II-A

Principal Balance and Group III-A Principal Balance.

Aggregate Class A Percentage: As to any Distribution Date, the

percentage obtained by dividing (i) the sum of the Group I-A Non-PO Principal

Balance, the Group II-A Non-PO Principal Balance and the Group III-A Non-PO

Principal Balance by (ii) the sum of the Group I Pool Balance (Non-PO Portion),

the Group II Pool Balance (Non-PO Portion) and the Group III Pool Balance

(Non-PO Portion).

Aggregate Group I-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group I-A Certificates and Class I-A-WIO Component.

Aggregate Group II-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group II-A Certificates and Class II-A-WIO Component.

Aggregate Group III-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group III-A Certificates and Class III-A-WIO Component.

Aggregate Non-PO Principal Balance: As of any Determination Date,

the sum of the Group I-A Non-PO Principal Balance, the Group II-A Non-PO

Principal Balance, the Group III-A Non-PO Principal Balance and the Class B

Principal Balance as of such date.

Aggregate Subordinate Percentage: As to any Determination Date, the

Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO

Portion), the Group II Pool Balance (Non-PO Portion) and the Group III Pool

Balance (Non-PO Portion).

Agreement: This Pooling and Servicing Agreement and all amendments

and supplements hereto.

Applicable Unscheduled Principal Receipt Period: With respect to the

Mortgage Loans serviced by each Servicer and each of the Full Unscheduled

Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled

Principal Receipt Period specified on Schedule I hereto.

Apportioned Class B Principal Distribution Amount: As to any

Distribution Date and any Class of Class B Certificates, the product of (i) the

applicable Class B Principal Distribution Amount less the amount, if any, that

would have been distributable to such Class pursuant to Section 4.01(a)(ii) that

is used to pay the Class A-PO Deferred Amounts as provided in Paragraph fourth

of Section 4.01(a)(i) and (ii) the Apportionment Fraction for such Class.

Apportionment Fraction: As to any Class of Class B Certificates and

any Distribution Date occurring prior to the Subordination Depletion Date and

(i) on or after the Distribution Date on which the Principal Balances of the

Group I-A Certificates have been reduced to zero, a fraction, the numerator of

which is the applicable Class B Loan Group I Optimal Principal Amount and the

denominator of which is the applicable Class B Optimal Principal Amount without

regard to the proviso thereto, (ii) on or after the Distribution Date on which

the Principal Balances of the Group II-A Certificates have been reduced to zero,

a fraction, the numerator of which is the applicable Class B Loan Group II

Optimal Principal Amount and the denominator of which is the applicable Class B

Optimal Principal Amount without regard to the proviso thereto or (iii) on or

after the Distribution Date on which the Principal Balances of the Group III-A

Certificates have been reduced to zero, a fraction, the numerator of which is

the applicable Class B Loan Group III Optimal Principal Amount and the

denominator of which is the applicable Class B Optimal Principal Amount without

regard to the proviso thereto.

Authenticating Agent: Any authenticating agent appointed by the

Trustee pursuant to Section 8.11. There shall initially be no Authenticating

Agent for the Certificates.

Available Master Servicer Compensation: With respect to any

Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution

Date, (b) interest earned through the business day preceding the applicable

Distribution Date on any Prepayments in Full remitted to the Master Servicer and

Master Servicer pursuant to the related Servicing Agreements.

Bankruptcy Code: The Bankruptcy Code of 1978, as amended.

Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient

Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss

shall not be deemed a Bankruptcy Loss hereunder so long as the applicable

Servicer has notified the Master Servicer and the Trustee in writing that such

Servicer is diligently pursuing any remedies that may exist in connection with

the representations and warranties made regarding the related Mortgage Loan and

either (A) the related Mortgage Loan is not in default with regard to payments

due thereunder or (B) delinquent payments of principal and interest under the

related Mortgage Loan and any premiums on any applicable primary hazard

insurance policy and any related escrow payments in respect of such Mortgage

Loan are being advanced on a current basis by such Servicer without giving

effect to any Debt Service Reduction.

Beneficial Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Book-Entry Certificate, as reflected

on the books of the Clearing Agency, or on the books of a Person maintaining an

account with such Clearing Agency (directly or as an indirect participant, in

accordance with the rules of such Clearing Agency), as the case may be.

Book-Entry Certificate: Any one of the Class I-A-1 Certificates,

Class II-A-1 Certificates, Class III-A-1 Certificates, Class A-WIO Certificates,

Class A-PO Certificates, Class B-1 Certificates, Class B-2 Certificates and

Class B-3 Certificates, beneficial ownership and transfers of which shall be

evidenced by, and made through, book entries by the Clearing Agency as described

in Section 5.01(b).

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)

a legal holiday in the City of New York, State of Iowa, State of Maryland, State

of Minnesota or State of North Carolina or (iii) a day on which banking

institutions in the City of New York, or the State of Iowa, State of Maryland,

State of Minnesota or State of North Carolina are authorized or obligated by law

or executive order to be closed.

Certificate: Any one of the Class A Certificates or Class B

Certificates.

Certificate Account: The separate trust account established and

maintained by the Master Servicer in the name of the Master Servicer on behalf

of the Trustee pursuant to Section 3.01. The Certificate Account shall be an

Eligible Account.

Certificate Custodian: Initially, Wachovia Bank, National

Association; thereafter any other Certificate Custodian acceptable to The

Depository Trust Company and selected by the Trustee.

Certificate Register and Certificate Registrar: Respectively, the

5.02. The initial Certificate Registrar is the Trustee.

Certificateholder or Holder: The Person in whose name a Certificate

is registered in the Certificate Register, except that, solely for the purposes

of the taking of any action under Articles VII or VIII, any Certificate

registered in the name of the Master Servicer, a Servicer or any affiliate

thereof shall be deemed not to be outstanding and the Voting Interest evidenced

thereby shall not be taken into account in determining whether the requisite

percentage of Certificates necessary to effect any such action has been

obtained.

Class: All certificates whose form is identical except for

variations in the Percentage Interest evidenced thereby.

Class I-A-1 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-1 and Exhibit C hereto.

Class I-A-1 Certificateholder: The registered holder of a Class

I-A-1 Certificate.

Class I-A-LR Certificate: The Certificate executed by the Trustee

and authenticated by the Trustee or the Authenticating Agent in substantially

the form set forth in Exhibit A-I-A-LR and Exhibit C hereto.

Class I-A-LR Certificateholder: The registered holder of the Class

I-A-LR Certificate.

Class I-A-PO Component: One of the components of the Class A-PO

Certificates.

Class I-A-PO Optimal Principal Amount: As to any Distribution Date,

an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that

is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with

respect to such Group I Mortgage Loan and (y) the sum of:

(i) the principal portion of the Monthly Payment due on the Due Date

occurring in the month of such Distribution Date on such Group I Mortgage

Loan;

(ii) all Unscheduled Principal Receipts (other than Recoveries) that

were received by a Servicer with respect to such Group I Mortgage Loan

during the Applicable Unscheduled Principal Receipt Period relating to

such Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Scheduled Principal Balance of each Group I Mortgage Loan

which, during the one month period ending on the day preceding the

Determination Date for such Distribution Date, was repurchased by the

Seller pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the excess of the unpaid principal balance of such Group I

Mortgage Loan substituted for a Group I Mortgage Loan during the one month

period ending on the day preceding the Determination Date for such

Distribution Date occurs over the unpaid principal balance of such Group I

Mortgage Loan, less the amount allocable to the principal portion of any

unreimbursed Periodic Advances previously made by the applicable Servicer,

the Master Servicer or the Trustee in respect of such Group I Mortgage

Loan; and

(II) the Class I-A-PO Recovery for such Distribution Date.

Class I-A-PO Recovery: As to any Distribution Date prior to the

Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount

for the Class I-A-PO Component for such Distribution Date (calculated without

regard to the Class I-A-PO Recovery for such Distribution Date) and (b) an

amount equal to the sum as to each Group I Mortgage Loan as to which there has

been a Recovery during the Applicable Unscheduled Principal Receipt Period, of

the product of (x) the PO Fraction with respect to such Group I Mortgage Loan

and (y) the amount of the Recovery with respect to such Group I Mortgage Loan.

As to any Distribution Date on or after the Subordination Depletion Date, the

amount determined in accordance with clause (b) above.

Class I-A-R Certificate: The Certificate executed by the Trustee and

authenticated by the Trustee or the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-R and Exhibit C hereto.

Class I-A-R Certificateholder: The registered holder of the Class

I-A-R Certificate.

Class I-A-WIO Component: One of the components of the Class A-WIO

Certificates.

Class I-A-WIO Interest Accrual Amount: As to any Distribution Date,

(i) the product of (a) 1/12th of the Class A Pass-Through Rate for the Class

I-A-WIO Component and (b) the Class I-A-WIO Notional Amount as of such

Distribution Date minus (ii) the sum of (A) the Group I-A Interest Percentage of

the Class I-A-WIO Component of the interest portion of any Realized Losses on

the Group I Mortgage Loans on or after the Subordination Depletion Date pursuant

to Section 4.02(c) and (B) the Class A Interest Percentage of the Class I-A-WIO

Component of any Non-Supported Interest Shortfall or Relief Act Shortfall

allocated to the Class A Certificates with respect to such Distribution Date.

Class I-A-WIO Notional Amount: with respect to the first

Distribution Date, an amount equal to the Cut-Off Date Principal Balance of the

Premium Mortgage Loans in Loan Group I and as to each Distribution Date

thereafter, an amount equal to the aggregate Scheduled Principal Balance of such

Premium Mortgage Loans on the first day of the month preceding the month of such

Distribution Date.

Class I-L Interest: A regular interest in the Lower-Tier REMIC which

is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class I-LIO Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class I-LP Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class I-LS Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class II-A-1 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.

Class II-A-1 Certificateholder: The registered holder of a Class

II-A-1 Certificate.

Class II-A-PO Component: One of the components of the Class A-PO

Certificates.

Class II-A-PO Optimal Principal Amount: As to any Distribution Date,

an amount equal to the sum of (I) the sum of, as to each Group II Mortgage Loan

that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with

respect to such Group II Mortgage Loan and (y) the sum of:

(i) the principal portion of the Monthly Payment due on the Due Date

occurring in the month of such Distribution Date on such Group II Mortgage

Loan;

(ii) all Unscheduled Principal Receipts (other than Recoveries) that

were received by a Servicer with respect to such Group II Mortgage Loan

during the Applicable Unscheduled Principal Receipt Period relating to

such Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Scheduled Principal Balance of each Group II Mortgage Loan

which, during the one month period ending on the day preceding the

Determination Date for such Distribution Date, was repurchased by the

Seller pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the excess of the unpaid principal balance of such Group II

Mortgage Loan substituted for a Group II Mortgage Loan during the one

month period ending on the day preceding the Determination Date for such

Distribution Date occurs over the unpaid principal balance of such Group

II Mortgage Loan, less the amount allocable to the principal portion of

any unreimbursed Periodic Advances previously made by the applicable

Servicer, the Master Servicer or the Trustee in respect of such Group II

Mortgage Loan; and

(II) the Class II-A-PO Recovery for such Distribution Date.

Class II-A-PO Recovery: As to any Distribution Date prior to the

Subordination Depletion Date, the lesser of (a) the Class II-A-PO Deferred

Amount for the Class II-A-PO Component for such Distribution Date (calculated

without regard to the Class II-A-PO Recovery for such Distribution Date) and (b)

an amount equal to the sum as to each Group II Mortgage Loan as to which there

has been a Recovery during the Applicable Unscheduled Principal Receipt Period,

of the product of (x) the PO Fraction with respect to such Group II Mortgage

Loan and (y) the amount of the Recovery with respect to such Group II Mortgage

Loan. As to any Distribution Date on or after the Subordination Depletion Date,

the amount determined in accordance with clause (b) above.

Class II-A-WIO Component: One of the components of the Class A-WIO

Certificates.

Class II-A-WIO Interest Accrual Amount: As to any Distribution Date,

(i) the product of (a) 1/12th of the Class A Pass-Through Rate for the Class

II-A-WIO Component and (b) the Class II-A-WIO Notional Amount as of such

Distribution Date minus (ii) the sum of (A) the Group II-A Interest Percentage

of the Class II-A-WIO Component of the interest portion of any Realized Losses

on the Group II Mortgage Loans on or after the Subordination Depletion Date

pursuant to Section 4.02(c) and (B) the Class A Interest Percentage of the Class

II-A-WIO Component of any Non-Supported Interest Shortfall or Relief Act

Shortfall allocated to the Class A Certificates with respect to such

Distribution Date.

Class II-A-WIO Notional Amount: with respect to the first

Distribution Date, an amount equal to the Cut-Off Date Principal Balance of the

Premium Mortgage Loans in Loan Group II and as to each Distribution Date

thereafter, an amount equal to the aggregate Scheduled Principal Balance of such

Premium Mortgage Loans on the first day of the month preceding the month of such

Distribution Date.

Class II-L Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class II-LIO Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class II-LP Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class II-LS Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class III-A-1 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-III-A-1 and Exhibit C hereto.

Class III-A-1 Certificateholder: The registered holder of a Class

III-A-1 Certificate.

Class III-A-PO Component: One of the components of the Class A-PO

Certificates.

Class III-A-PO Optimal Principal Amount: As to any Distribution

Date, an amount equal to the sum of (I) the sum of, as to each Group III

Mortgage Loan that is an Outstanding Mortgage Loan, of the product of (x) the PO

Fraction with respect to such Group III Mortgage Loan and (y) the sum of:

(i) the principal portion of the Monthly Payment due on the Due Date

occurring in the month of such Distribution Date on such Group III

Mortgage Loan;

(ii) all Unscheduled Principal Receipts (other than Recoveries) that

were received by a Servicer with respect to such Group III Mortgage Loan

during the Applicable Unscheduled Principal Receipt Period relating to

such Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Scheduled Principal Balance of each Group III Mortgage

Loan which, during the one month period ending on the day preceding the

Determination Date for such Distribution Date, was repurchased by the

Seller pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the excess of the unpaid principal balance of such Group III

Mortgage Loan substituted for a Group III Mortgage Loan during the one

month period ending on the day preceding the Determination Date for such

Distribution Date occurs over the unpaid principal balance of such Group

III Mortgage Loan, less the amount allocable to the principal portion of

any unreimbursed Periodic Advances previously made by the applicable

Servicer, the Master Servicer or the Trustee in respect of such Group III

Mortgage Loan; and

(II) the Class III-A-PO Recovery for such Distribution Date.

Class III-A-PO Recovery: As to any Distribution Date prior to the

Subordination Depletion Date, the lesser of (a) the Class III-A-PO Deferred

Amount for the Class III-A-PO Component for such Distribution Date (calculated

without regard to the Class III-A-PO Recovery for such Distribution Date) and

(b) an amount equal to the sum as to each Group III Mortgage Loan as to which

there has been a Recovery during the Applicable Unscheduled Principal Receipt

Period, of the product of (x) the PO Fraction with respect to such Group III

Mortgage Loan and (y) the amount of the Recovery with respect to such Group III

Mortgage Loan. As to any Distribution Date on or after the Subordination

Depletion Date, the amount determined in accordance with clause (b) above.

Class III-A-WIO Component: One of the components of the Class A-WIO

Certificates.

Class III-A-WIO Interest Accrual Amount: As to any Distribution

Date, (i) the product of (a) 1/12th of the Class A Pass-Through Rate for the

Class III-A-WIO Component and (b) the Class III-A-WIO Notional Amount as of such

Distribution Date minus (ii) the sum of (A) the Group III-A Interest Percentage

of the Class III-A-WIO Component of the interest portion of any Realized Losses

on the Group III Mortgage Loans on or after the Subordination Depletion Date

pursuant to Section 4.02(c) and (B) the Class A Interest Percentage of the Class

III-A-WIO Component of any Non-Supported Interest Shortfall or Relief Act

Shortfall allocated to the Class A Certificates with respect to such

Distribution Date.

Class III-A-WIO Notional Amount: with respect to the first

Distribution Date, an amount equal to the Cut-Off Date Principal Balance of the

Premium Mortgage Loans in Loan Group III and as to each Distribution Date

thereafter, an amount equal to the aggregate Scheduled Principal Balance of such

Premium Mortgage Loans on the first day of the month preceding the month of such

Distribution Date.

Class III-L Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class III-LIO Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class III-LP Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class III-LS Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class A Certificate: Any of the Group I-A Certificates, Group II-A

Certificates, Group III-A Certificates, Class A-WIO Certificates or Class A-PO

Certificates.

Class A Certificateholder: The registered holder of a Class A

Certificate.

Class A Interest Percentage: As to any Distribution Date and any

Class of Class A Certificates (other than the Class A-WIO Certificates) or Class

A-WIO Component, the percentage calculated by dividing the Interest Accrual

Amount of such Class or Class A-WIO Component (determined without regard to

clause (ii) of the definition thereof) by the sum of (a) the Group I-A Interest

Accrual Amount, (b) the Group II-A Interest Accrual Amount and (c) the Group

III-A Interest Accrual Amount (determined, in each case, without regard to

clause (ii) of the definition of each Interest Accrual Amount, as applicable).

Class A Pass-Through Rate: As to the Class I-A-1, Class I-A-R and

Class I-A-LR Certificates, 4.750% per annum. As to the Class II-A-1

Certificates, 5.000% per annum. As to the Class III-A-1 Certificates, 5.250% per

annum. As to the Class I-A-WIO Component, a per annum rate equal to the excess

of (i) the weighted average of the Net Mortgage Interest Rates of the Group I

Premium Mortgage Loans (based upon the Scheduled Principal Balance on the first

day of the month preceding the month of such Distribution Date or, in the case

of the first Distribution Date, based on the aggregate Cut-Off Date Principal

Balance of the Group I Premium Mortgage Loans) over (ii) 4.750%. As to the Class

II-A-WIO Component, a per annum rate equal to the excess of (i) the weighted

average of the Net Mortgage Interest Rates of the Group II Premium Mortgage

Loans (based upon the Scheduled Principal Balance on the first day of the month

preceding the month of such Distribution Date or, in the case of the first

Distribution Date, based on the aggregate Cut-Off Date Principal Balance of the

Group II Premium Mortgage Loans) over (ii) 5.000%. As to the Class III-A-WIO

Component, a per annum rate equal to the excess of (i) the weighted average of

the Net Mortgage Interest Rates of the Group III Premium Mortgage Loans (based

upon the Scheduled Principal Balance on the first day of the month preceding the

month of such Distribution Date or, in the case of the first Distribution Date,

based on the aggregate Cut-Off Date Principal Balance of the Group III Premium

Mortgage Loans) over (ii) 5.250%. The Class A-PO Certificates are not entitled

to interest and have no Class A Pass-Through Rate.

Class A-PO Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-PO and Exhibit C hereto.

Class A-PO Certificateholder: The registered holder of a Class A-PO

Certificate.

Class A-PO Component: Any of the Class I-A-PO Component, Class

II-A-PO Component or Class III-A-PO Component.

Class A-PO Deferred Amount: For any Distribution Date prior to the

Subordination Depletion Date and any Class A-PO Component, the difference

between (A) the sum of (x) the amount by which the sum of the Class A-PO Optimal

Principal Amount for the related Group for all prior Distribution Dates exceeded

the amounts distributed on the Class A-PO Certificates with respect to such

Class A-PO Component on such prior Distribution Dates pursuant to Paragraph

third clause (A), clause (B) or clause (C), as applicable, of Section 4.01(a)(i)

and (y) the sum of the product for each Discount Mortgage Loan in the related

Loan Group which became a Liquidated Loan at any time on or prior to the last

day of the Applicable Unscheduled Principal Receipt Period for Full Unscheduled

Principal Receipts for the current Distribution Date of (a) the PO Fraction for

such Discount Mortgage Loan and (b) an amount equal to the principal portion of

Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)

incurred with respect to such Discount Mortgage Loan and (B) the sum of (x) the

sum of such Class A-PO Component's PO Recoveries for such Distribution Date and

prior Distribution Dates and (y) amounts distributed on the Class A-PO

Certificates with respect to such Class A-PO Component on prior Distribution

Dates pursuant to Paragraph fourth clause (A), clause (B) or clause (C), as

applicable, of Section 4.01(a)(i). On and after the Subordination Depletion

Date, the Class A-PO Deferred Amount for each Class A-PO Component will be zero.

No interest will accrue on any Class A-PO Deferred Amount.

Class A-PO Optimal Principal Amount: For Group 1, the Class I-A-PO

Optimal Principal Amount, for Group 2, the Class II-A-PO Optimal Principal

Amount and for Group 3, the Class III-A-PO Optimal Principal Amount.

Class A Unpaid Interest Shortfall: As to any Distribution Date and

any Class of Class A Certificates (other than the Class A-WIO Certificates) and

Class A-WIO Component of a Group, the amount, if any, by which the aggregate of

the Group I-A Interest Shortfall Amounts, Group II-A Interest Shortfall Amounts

or Group III-A Interest Shortfall Amounts, as applicable, for such Class or

Class A-WIO Component for prior Distribution Dates is in excess of the amounts

distributed in respect of such Class or Class A-WIO Component on prior

Distribution Dates pursuant to Paragraph second clause (A), (B) or (C), as

applicable, of Section 4.01(a)(i).

Class A-WIO Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-WIO and Exhibit C hereto.

Class A-WIO Certificateholder: The registered holder of a Class

A-WIO Certificate.

Class A-WIO Component: Each of the Class I-A-WIO Component, the

Class II-A-WIO Component and the Class III-A-WIO Component.

Class A-WIO Notional Amount: With respect to any Distribution Date,

an amount equal to the sum of the Class I-A-WIO Notional Amount, Class II-A-WIO

Notional Amount and Class III-A-WIO Notional Amount.

Class B Certificate: Any one of the Class B-1 Certificates, Class

B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5

Certificates or Class B-6 Certificates.

Class B Certificateholder: The registered holder of a Class B

Certificate.

Class B Distribution Amount: Any of the Class B-1, Class B-2, Class

B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.

Class B Interest Accrual Amount: With respect to any Distribution

Date, the sum of the Interest Accrual Amounts for the Classes of Class B

Certificates with respect to such Distribution Date.

Class B Interest Percentage: With respect to any Distribution Date

and any Class of Class B Certificates, the percentage calculated by dividing the

Interest Accrual Amount of such Class (determined without regard to clause (ii)

of the definition thereof) by the Class B Interest Accrual Amount (determined

without regard to clause (ii) of the definition of each Interest Accrual

Amount).

Class B Interest Shortfall Amount: Any of the Class B-1 Interest

Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest

Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest

Shortfall Amount or Class B-6 Interest Shortfall Amount.

Class B Loan Group I Optimal Principal Amount: Any of the Class B-1,

Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal

Principal Amounts.

Class B Loan Group II Optimal Principal Amount: Any of the Class

B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II

Optimal Principal Amounts.

Class B Loan Group III Optimal Principal Amount: Any of the Class

B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group III

Optimal Principal Amounts.

Class B Loss Percentage: With respect to any Determination Date and

any Class of Class B Certificates then outstanding, the percentage calculated by

dividing the Principal Balance of such Class B Certificates by the Class B

Principal Balance (determined without regard to any Principal Balance of any

Class of Class B Certificates not then outstanding), in each case determined as

of the preceding Determination Date.

Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,

Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.

Class B Pass-Through Rate: As to any Distribution Date, a per annum

rate equal to the weighted average (based on the Group Subordinate Amount for

each Loan Group) of 4.750% for Loan Group 1, 5.000% for Loan Group 2 and 5.250%

for Loan Group 3.

Class B Principal Balance: As of any date, an amount equal to the

sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3

Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and

Class B-6 Principal Balance.

Class B Principal Distribution Amount: Any of the Class B-1, Class

B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution

Amounts.

Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid

Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid

Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid

Interest Shortfall or Class B-6 Unpaid Interest Shortfall.

Class B-1 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit B-1 and Exhibit C hereto.

Class B-1 Certificateholder: The registered holder of a Class B-1

Certificate.

Class B-1 Distribution Amount: As to any Distribution Date, any

amount distributable to the Holders of the Class B-1 Certificates pursuant to

Paragraphs first, second and third of Section 4.01(a)(ii).

Class B-1 Interest Shortfall Amount: As to any Distribution Date,

any amount by which the Interest Accrual Amount of the Class B-1 Certificates

with respect to such Distribution Date exceeds the amount distributed in respect

of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph

first of Section 4.01(a)(ii).

Class B-1 Loan Group I Optimal Principal Amount: As to any

Distribution Date, the Class B-1 Optimal Principal Amount calculated only with

respect to Group I Mortgage Loans and without regard to the proviso thereto.

Class B-1 Loan Group II Optimal Principal Amount: As to any

Distribution Date, the Class B-1 Optimal Principal Amount calculated only with

respect to Group II Mortgage Loans and without regard to the proviso thereto.

Class B-1 Loan Group III Optimal Principal Amount: As to any

Distribution Date, the Class B-1 Optimal Principal Amount calculated only with

respect to Group III Mortgage Loans and without regard to the proviso thereto.

Class B-1 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

(i) the Group I Class B-1 Percentage (with respect to each such

Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to

each such Group II Mortgage Loan) or Group III Class B-1 Percentage (with

respect to each such Group III Mortgage Loan) of the principal portion of

the Monthly Payment due on the Due Date occurring in the month of such

Distribution Date on such Mortgage Loan;

(ii) the Group I Class B-1 Prepayment Percentage (with respect to

each such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage

(with respect to each such Group II Mortgage Loan) or Group III Class B-1

Prepayment Percentage (with respect to each such Group III Mortgage Loan)

of all Unscheduled Principal Receipts (other than Recoveries) that were

received by a Servicer with respect to such Mortgage Loan during the

Applicable Unscheduled Principal Receipt Period relating to such

Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Group I Class B-1 Prepayment Percentage (with respect to

each such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage

(with respect to each such Group II Mortgage Loan) or Group III Class B-1

Prepayment Percentage (with respect to each such Group III Mortgage Loan)

of the Scheduled Principal Balance of such Mortgage Loan which, during the

one month period ending on the day preceding the Determination Date for

such Distribution Date, was repurchased by the Seller pursuant to Section

2.02, 2.03 or 3.08; and

(iv) the Group I Class B-1 Percentage (with respect to each such

Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to

each such Group II Mortgage Loan) or Group III Class B-1 Percentage (with

respect to each such Group III Mortgage Loan) of the excess of the unpaid

principal balance of such Mortgage Loan substituted for a Mortgage Loan

during the one month period ending on the day preceding the Determination

Date for such Distribution Date over the unpaid principal balance of such

Mortgage Loan, less the amount allocable to the principal portion of any

unreimbursed Periodic Advances previously made by the applicable Servicer,

the Master Servicer or the Trustee in respect of such Mortgage Loan; and

(II) the Group I Class B-1 Prepayment Percentage, Group II Class B-1

Prepayment Percentage or Group III Class B-1 Prepayment Percentage, as

applicable, of the Non-PO Recovery for each Loan Group for such

Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to

such Class and such Distribution Date, the Class B-1 Optimal Principal Amount

will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated

as described in the preceding provisions and (B) the Adjusted Principal Balance

for the Class B-1 Certificates.

Class B-1 Principal Balance: As to the first Determination Date, the

Original Class B-1 Principal Balance. As of any subsequent Determination Date,

the Original Class B-1 Principal Balance less the sum of all amounts previously

distributed in respect of the Class B-1 Certificates on prior Distribution Dates

(A) pursuant to Paragraph third of Section 4.01(a)(ii) and (B) as a result of a

Principal Adjustment; provided, however, if the Class B-1 Certificates are the

most subordinate Certificates outstanding, the Class B-1 Principal Balance will

equal the difference, if any, between the Aggregate Adjusted Pool Amount as of

the preceding Distribution Date less the Aggregate Class A Principal Balance as

of such Determination Date.

Class B-1 Principal Distribution Amount: As to any Distribution

Date, any amount distributable to the Holders of the Class B-1 Certificates

pursuant to Paragraph third of Section 4.01(a)(ii).

Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,

the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall

Amounts for prior Distribution Dates is in excess of the amounts distributed in

respect of the Class B-1 Certificates on prior Distribution Dates pursuant to

Paragraph second of Section 4.01(a)(ii).

Class B-2 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit B-2 and Exhibit C hereto.

Class B-2 Certificateholder: The registered holder of a Class B-2

Certificate.

Class B-2 Distribution Amount: As to any Distribution Date, any

amount distributable to the Holders of the Class B-2 Certificates pursuant to

Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).

Class B-2 Interest Shortfall Amount: As to any Distribution Date,

any amount by which the Interest Accrual Amount of the Class B-2 Certificates

with respect to such Distribution Date exceeds the amount distributed in respect

of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph

fourth of Section 4.01(a)(ii).

Class B-2 Loan Group I Optimal Principal Amount: As to any

Distribution Date, the Class B-2 Optimal Principal Amount calculated only with

respect to Group I Mortgage Loans and without regard to the proviso thereto.

Class B-2 Loan Group II Optimal Principal Amount: As to any

Distribution Date, the Class B-2 Optimal Principal Amount calculated only with

respect to Group II Mortgage Loans and without regard to the proviso thereto.

Class B-2 Loan Group III Optimal Principal Amount: As to any

Distribution Date, the Class B-2 Optimal Principal Amount calculated only with

respect to Group III Mortgage Loans and without regard to the proviso thereto.

Class B-2 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

(i) the Group I Class B-2 Percentage (with respect to each such

Group I Mortgage Loan), Group II Class B-2 Percentage (with respect to

each such Group II Mortgage Loan) or Group III Class B-2 Percentage (with

respect to each such Group III Mortgage Loan) of the principal portion of

the Monthly Payment due on the Due Date occurring in the month of such

Distribution Date on such Mortgage Loan;

(ii) the Group I Class B-2 Prepayment Percentage (with respect to

each such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage

(with respect to each such Group II Mortgage Loan) or Group III Class B-2

Prepayment Percentage (with respect to each such Group III Mortgage Loan)

of all Unscheduled Principal Receipts (other than Recoveries) that were

received by a Servicer with respect to such Mortgage Loan during the

Applicable Unscheduled Principal Receipt Period relating to such

Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Group I Class B-2 Prepayment Percentage (with respect to

each such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage

(with respect to each such Group II Mortgage Loan) or Group III Class B-2

Prepayment Percentage (with respect to each such Group III Mortgage Loan)

of the Scheduled Principal Balance of such Mortgage Loan which, during the

one month period ending on the day preceding the Determination Date for

such Distribution Date, was repurchased by the Seller pursuant to Section

2.02, 2.03 or 3.08; and

(iv) the Group I Class B-2 Percentage (with respect to each such