POOLING AND SERVICING AGREEMENT

Exhibit 99.1

BELLAVISTA FUNDING CORPORATION,

Depositor

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of January 1, 2005

BELLAVISTA MORTGAGE TRUST 2005-1

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-1

Table of Contents

i

ii

iii

iv

APPENDIX

v

THIS POOLING AND SERVICING AGREEMENT, dated as of January 1, 2005 (this “ Agreement ”), among BELLAVISTA FUNDING CORPORATION, a Delaware corporation, as depositor (the “ Depositor ”), COUNTRYWIDE HOME LOANS SERVICING LP, as master servicer (in such capacity, the “ Master Servicer ”), and THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York, as trustee (the “ Trustee ”).

WITNESSETH THAT

In consideration of the mutual agreements contained in this Agreement, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement agree as follows:

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Fund will consist of the following three real estate mortgage investment conduits:

REMIC I

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 excluding the Yield Maintenance Agreements, as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “ REMIC I ”. Component I of the Class A-R Certificates will represent the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, pass-through rate (the “ Uncertificated REMIC I Pass-Through Rate ”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “ REMIC I Regular Interests ”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Latest Possible Maturity Date. None of the REMIC I Regular Interests will be certificated.

vi

REMIC II

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “ REMIC II ”. Component II of the Class A-R Certificates will represent the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, pass-through rate (the “ Uncertificated REMIC II Pass-Through Rate ”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC II (the “ REMIC II Regular Interests ”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Latest Possible Maturity Date. None of the REMIC II Regular Interests will be certificated.

2

REMIC III

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “ REMIC III ”. Component III of the Class A-R Certificates will represent the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The following table sets forth (or describes) the Class designation, pass-through rate (the “ Pass-Through Rate ”) and initial Class Certificate Balance for each Class of Certificates that represents ownership of a “regular interest” in REMIC III (the “ REMIC III Regular Interests ”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury Regulation Section 1.860G 1(a)(4)(iii)) for each REMIC III Regular Interest shall be the Latest Possible Maturity Date. The following table also sets forth minimum denominations and integral multiples in excess thereof in which such Classes shall be issued (except that one Certificate of each such Class of Certificates may be issuable in a different amount).

2

CERTIFICATES

2

For REMIC purposes, the foregoing rate is equal to a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (1) through (3) below, and the denominator of which is the aggregate Principal Balances of the REMIC II Regular Interests LT1, LT2, LT3 and LT4. For purposes of calculating the Pass-Through Rate for the Class I-A-X Certificates, the numerator is equal to the sum of the following components:

3

Distribution Date (which shall equal the Class Certificate Balance of the Class II-A Certificates immediately prior to such Distribution Date). For each Interest Accrual Period related to each Distribution Date, the Pass-Through Rate on the Class II-A-X Certificates shall equal the excess, if any, of the (i) Weighted Average Adjusted Net Mortgage Rate for the Mortgage Loans in Loan Group II for such Distribution Date over (ii) Pass-Through Rate on the Class II-A Certificates for such Distribution Date (adjusted to a rate calculated on the basis of a 360 day year comprised of 12 30-day months).

For REMIC purposes, the foregoing rate is equal to a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (1) through (3) below, and the denominator of which is the aggregate Principal Balances of the REMIC II Regular Interests LT5, LT6, LT7 and LT8. For purposes of calculating the Pass-Through Rate for the Class B-X Certificates, the numerator is equal to the sum of the following components:

4

5

For federal income tax purposes, interest paid to Class A or Class B Certificates to the extent of its excess over interest accrued at the Pass-Through Rate shall be paid outside of REMIC III pursuant to a notional principal contract. To the extent that interest distributable to the Class I-A-X, Class II-A-X, Class IV-A-X or Class B-X Certificates, as applicable, in an amount less than interest accrued at the Pass-Through Rate for the Class I-A-X, Class II-A-X, Class IV-A-X or Class B-X Certificates, respectively, in each case pursuant to Section 4.02(a)(4) and Section 4.09, such interest shall be deemed to have been distributed from REMIC III to such Certificates and then paid by the holders of such Certificates to the parties entitled thereto pursuant to Section 4.02(a)(4) pursuant to a notional principal contract.

The Class A-R Certificates will not bear interest. The Class A-R Certificates will be issued as two separate certificates, one with an initial Certificate Balance of $99.99 and the Tax Matters Person Certificate with an initial Certificate Balance of $0.01.

Set forth below are designations of Classes or Components of Certificates to the categories used in this Agreement:

6

7

With respect to any of the foregoing designations as to which the corresponding reference is “None,” all defined terms and provisions in this Agreement relating solely to such

8

designations shall be of no force or effect, and any calculations in this Agreement incorporating references to such designations shall be interpreted without reference to such designations and amounts. Defined terms and provisions in this Agreement relating to statistical rating agencies not designated above as Rating Agencies shall be of no force or effect.

9

ARTICLE I

DEFINITIONS AND INTERPRETIVE PROVISIONS

SECTION 1.01. Definitions . Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1st Service Bank Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among 1st Service Bank, the Seller, the Depositor and the Master Servicer.

1st Service Bank Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the 1st Service Bank Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

1st Service Bank Sale Agreement : That certain Master Sale and Interim Servicing Agreement, dated as of July 27, 2004, between 1st Service Bank and the Seller, including any commitment letters entered into with respect to the 1st Service Bank Mortgage Loans pursuant to such agreement.

Accretion Directed Certificates : As specified in the Preliminary Statement.

Accretion Direction Rule : Not applicable.

Accrual Amount : Not applicable.

Accrual Certificates : As specified in the Preliminary Statement.

Accrual Components : Not applicable.

Accrual Termination Date : Not applicable.

Acknowledgment : With respect to the 1st Service Bank Mortgage Loans, the 1st Service Bank Acknowledgement; with respect to the Countrywide Mortgage Loans, the Countrywide Acknowledgement; with respect to the E-LOAN Mortgage Loans, the E-LOAN Acknowledgement; with respect to the Fidelity Mortgage Loans, the Fidelity Acknowledgement; with respect to the LPB Mortgage Loans, the LPB Acknowledgement; with respect to the National City Mortgage Loans, the National City Acknowledgement; with respect to the NBC Mortgage Loans, the NBC Acknowledgement; with respect to the Quicken Mortgage Loans, the Quicken Acknowledgement; with respect to the SBMC Mortgage Loans, the SBMC Acknowledgement; with respect to the UMB Mortgage Loans, the UMB Acknowledgement; and with respect to the Washington Mutual Mortgage Loans, the Washington Mutual Acknowledgement.

Adjusted Mortgage Rate : As to each Mortgage Loan and at any time, the per annum rate equal to the Mortgage Rate less the Master Servicing Fee Rate.

10

Adjusted Net Mortgage Rate : As to each Mortgage Loan and at any time, the per annum rate equal to the Mortgage Rate less the Expense Fee Rate.

Adjusted Cap Rate : As to any Distribution Date and the Class I-A-1 and Class I-A-2 Certificates, the per annum rate equal to the related Net WAC Cap, computed for this purpose by first reducing the Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group I by a per annum rate equal to: (i) the product of (a) the Net Deferred Interest on the Mortgage Loans in Loan Group I for that Distribution Date and (b) 12, divided by (ii) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the first day of the month prior to month of such Distribution Date.

As to any Distribution Date and the Subordinated Certificates, the per annum rate equal to the related Net WAC Cap, computed for this purpose by first reducing the Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group I by a per annum rate equal to: (i) the product of (a) the Net Deferred Interest on the Mortgage Loans in Loan Group I for that Distribution Date and (b) 12, divided by (ii) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the first day of the month prior to month of such Distribution Date.

As to any Distribution Date and the Class I-A-X Certificates, the per annum rate equal to the Pass-Through Rate for the Class I-A-X IO Component, computed for this purpose by (i) reducing the Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group I by a per annum rate equal to: (a) the product of (1) the Net Deferred Interest on the Mortgage Loans in Loan Group I for that Distribution Date and (2) 12, divided by (b) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the first day of the month prior to month of such Distribution Date and (ii) computing the Pass-Through Rate of the Class I-A-1 and Class I-A-2 Certificates by substituting “Adjusted Cap Rate” for “Net WAC Cap” in the definition thereof.

As to any Distribution Date and the Class B-X Certificates, the per annum rate equal to the Pass-Through Rate for the Class B-X IO Component, computed for this purpose by (i) reducing the Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group I by a per annum rate equal to: (a) the product of (1) the Net Deferred Interest on the Mortgage Loans in Loan Group I for that Distribution Date and (2) 12, divided by (b) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the first day of the month prior to month of such Distribution Date and (ii) computing the Pass-Through Rate of the Subordinated Certificates by substituting “Adjusted Cap Rate” for “Net WAC Cap” in the definition thereof.

Adjustment Date : A date specified in each Mortgage Note as a date on which the Mortgage Rate on the related Mortgage Loan will be adjusted.

Advance : As to a Loan Group, the payment required to be made by the Master Servicer with respect to any Distribution Date pursuant to Section 4.01, the amount of any such payment being equal to the aggregate of payments of principal and interest (net of the Master Servicing Fee) on the Mortgage Loans in such Loan Group that were due on the related Due Date and not received by the Master Servicer as of the close of business on the related Determination Date,

11

together with an amount equivalent to interest on each Mortgage Loan as to which the related Mortgaged Property is an REO Property (net of any net income on such REO Property), less the aggregate amount of any such delinquent payments that the Master Servicer has determined would constitute a Nonrecoverable Advance if advanced.

Aggregate Subordinated Percentage : As to any Distribution Date and any Loan Group, the fraction, expressed as a percentage, the numerator of which is equal to the aggregate Class Certificate Balance of the Subordinated Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all the Mortgage Loans in such Loan Group as of the Due Date in the month preceding the month of such Distribution Date (after giving effect to Net Prepayments received in the Prepayment Period related to that prior Due Date).

Agreement : This Pooling and Servicing Agreement.

Allocable Share : As to any Distribution Date, any Loan Group and any Class or Component of Certificates, the ratio that the amount calculated with respect to such Distribution Date (A) with respect to the Senior Certificates of the related Senior Certificate Group, pursuant to clause (i) of the definition of Class Optimal Interest Distribution Amount (without giving effect to any reduction of such amount pursuant to Section 4.02(c)) and (B) with respect to the Subordinated Certificates, pursuant to the definition of Assumed Interest Amount for such Class or after the third Senior Termination Date, pursuant to clause (i) of the definition of Class Optimal Interest Distribution Amount (without giving effect to any reduction of such amount pursuant to Section 4.02(c)) bears to the aggregate amount calculated with respect to such Distribution Date for each such related Class of Certificates pursuant to clause (i) of the definition of Class Optimal Interest Distribution Amount (without giving effect to any reduction of such amounts pursuant to Section 4.02(c)) or the definition of Assumed Interest Amount for such Loan Group and Class, as applicable.

Amount Held for Future Distribution : As to any Distribution Date and the Mortgage Loans in a Loan Group, the aggregate amount held in the Certificate Account at the close of business on the related Determination Date on account of (i) Principal Prepayments received after the related Prepayment Period and Liquidation Proceeds and Subsequent Recoveries received in the month of such Distribution Date relating to the Mortgage Loans in such Loan Group and (ii) all Scheduled Payments due after the related Due Date relating to the Mortgage Loans in such Loan Group.

Applicable Credit Support Percentage : As defined in Section 4.02(d).

Appraised Value : With respect to a (i) Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of the (a) value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Mortgage Loan and (b) sales price of the Mortgaged Property at the time of the origination of such Mortgage Loan; (ii) Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage Loan, the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Refinancing Mortgage Loan; and (iii) Streamlined Documentation Mortgage Loan, if the loan-to-value ratio with respect to the Original Mortgage Loan at the time of the origination thereof was (a) 80% or less and the loan

12

amount of the new mortgage loan is $650,000 or less, the value of the Mortgaged Property based upon the appraisal made at the time of the origination of the Original Mortgage Loan and (b) greater than 80% or the loan amount of the new mortgage loan is greater than $650,000, the value of the Mortgaged Property based upon the appraisal (which may be a drive-by appraisal) made at the time of the origination of such Streamlined Documentation Mortgage Loan.

Assumed Interest Amount : With respect to any Distribution Date, any Class of Subordinated Certificates and the related Loan Group, one month’s interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class on the related Subordinated Portion immediately prior to that Distribution Date.

Available Funds : As to any Distribution Date and each Loan Group, the sum of (a) the aggregate amount held in the Certificate Account at the close of business on the related Determination Date in respect of the related Mortgage Loans pursuant to Section 3.05(b), net of the related Amount Held for Future Distribution and net of amounts permitted to be withdrawn from the Certificate Account pursuant to clauses (i)–(viii), inclusive, of Section 3.08(a) in respect of the Mortgage Loans in such Loan Group and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)–(v) inclusive of Section 3.08(b) in respect of the Mortgage Loans in such Loan Group, (b) the amount of the related Advance, (c) in connection with Defective Mortgage Loans in such Loan Group, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date and (d) the Transfer Payment Received plus interest thereon as provided in Section 4.05 for such Loan Group less the Transfer Payment Made plus interest thereon as provided in Section 4.05 for such Loan Group; provided , however , that with respect to any Loan Group on the third Senior Termination Date, Available Funds with respect to the Loan Group relating to the remaining Senior Certificate Group of Certificates shall include the Available Funds from the other Loan Groups after all distributions are made on the Senior Certificates of the other Senior Certificate Groups of Certificates and on any Distribution Date thereafter, Available Funds shall be calculated based on all the Mortgage Loans in all Loan Groups, as opposed to the Mortgage Loans in the related Loan Group provided , further , that with respect to the first Distribution Date, Available Funds for each Loan Group shall include such Loan Group’s applicable share of $372,507.64, such amount shall be distributed on such first Distribution Date as a Principal Prepayment Amount.

Bankruptcy Code : Title 11 of the United States Code.

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 Master Servicer has notified the Trustee in writing that the Master Servicer is diligently pursuing any remedies that may exist in connection with the related Mortgage Loan and either (i) the related Mortgage Loan is not in default with regard to payments due thereunder or (ii) delinquent payments of principal and interest under the related Mortgage Loan and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by the Master Servicer, in either case without giving effect to any Debt Service Reduction or Deficient Valuation.

Benefit Plan Opinion : As defined in Section 5.02(b).

13

Book-Entry Certificates : As specified in the Preliminary Statement.

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

Cap Strike Rate : For any Distribution Date, the amount set forth under the heading “Strike Rate” in Annex III of the Prospectus Supplement.

Carryover Reserve Fund : The separate fund created and initially maintained by the Trustee pursuant to Section 3.05(c) in the name of the Trustee for the benefit of the Holders of the LIBOR Certificates and designated “The Bank of New York in trust for registered holders of BellaVista Mortgage Trust 2005-1, Mortgage Pass-Through Certificates, Series 2005-1.” Funds in the Carryover Reserve Fund shall be held in trust for the Holders of the LIBOR Certificates for the uses and purposes set forth in this Agreement.

Carryover Shortfall Amount : For each class of LIBOR Certificates and the Class IV-A Certificates and any Distribution Date, an amount equal to sum of (i) the excess, if any, of the (a) amount of interest that such Class would have been entitled to receive pursuant to clause (i) of the definition of Class Optimal Interest Distribution Amount on such Distribution Date had its Pass-Through Rate not been subject to the related Net WAC Cap up to but not exceeding a per annum rate of 10.50% (prior to any reduction (x) described in Section 4.02(c) or (y) for Net Deferred Interest, as applicable, described in Section 4.03), over (b) actual amount of interest provided for such Class for such Distribution Date (prior to any reduction (x) described in Section 4.02(c) or (y) for Net Deferred Interest, as applicable, described in Section 4.03) by clause (i) of the definition of Class Optimal Interest Distribution Amount and (ii) with respect to each Class of LIBOR Certificates and the Class IV-A Certificates the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate, without giving effect to the related Net WAC Cap (up to 10.50%)).

Certificate : Any one of the Certificates executed by the Trustee in substantially the forms attached this Agreement as exhibits.

Certificate Account : The separate Eligible Account or Accounts created and maintained by the Master Servicer pursuant to Section 3.05(b) with a depository institution in the name of the Master Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “Countrywide Home Loans Servicing LP in trust for the registered holders of BellaVista Mortgage Trust 2005-1, Mortgage Pass-Through Certificates, Series 2005-1.”

Certificate Balance : With respect to any Certificate (other than the Class I-A-X, Class B-X and the Notional Amount Certificates) at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled under this Agreement, such amount being equal to the Denomination of that Certificate plus (i) any increase in the Certificate Balance of such Certificate pursuant to Section 4.02 due to the receipt of Subsequent Recoveries, minus (ii) the sum of all (a) distributions of principal previously made with respect to that Certificate and (b) Realized Losses allocated to that Certificate and all other reductions in Certificate Balance

14

previously allocated to that Certificate pursuant to Section 4.04 without duplication and plus (iii) in the case of the Group I Certificates only, the amount of Net Deferred Interest as of the Due Date in the month of determination and allocated to the applicable Class pursuant to Section 4.03.

Certificate Group : The Group I, Group II, Group III or Group IV Certificates, as the context may require.

Certificate Owner : With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate. With respect to a Physical Certificate, the Person who is named in such Physical Certificate. For the purposes of this Agreement, in order for a Certificate Owner to enforce any of its rights under this Agreement, it shall first have to provide evidence of its beneficial ownership interest in a Certificate that is reasonably satisfactory to the Trustee, the Depositor or the Master Servicer, as applicable.

Certificate Register : The register maintained pursuant to Section 5.02.

Certificateholder or Holder : The Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided , however , that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision of this Agreement (other than the second sentence of Section 10.01) that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action under this Agreement. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

Class : All Certificates bearing the same class designation as set forth in the Preliminary Statement.

Class Certificate Balance : With respect to any Class and as to any date of determination, the aggregate of the Certificate Balances of all Certificates or Component Principal Balance, as applicable, of such Class as of such date.

Class Interest Shortfall : As to any Distribution Date and Class or Component, the amount by which the amount described in clause (i) of the definition of Class Optimal Interest Distribution Amount for such Class or Component exceeds the amount of interest actually distributed on such Class or Component on such Distribution Date pursuant to such clause (i).

Class Optimal Interest Distribution Amount : With respect to any Distribution Date and interest-bearing Class or any interest-bearing Component, the sum of (i) one month’s interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class or Component on the related Class Certificate Balance, Notional Amount or Component Notional Amount, as applicable, immediately prior to such Distribution Date, subject to reduction (a) as

15

provided in Section 4.02(c) and (b) for any Net Deferred Interest for the related Distribution Date allocated to their respective Class Certificate Balances or Component Principal Balances, as applicable, as described in Section 4.03 and (ii) any Class Unpaid Interest Amounts for such Class or Component (other than any Carryover Shortfall Amounts).

Class Subordination Percentage : With respect to any Distribution Date and each Class of Subordinated Certificates, the quotient (expressed as a percentage) of the (i) Class Certificate Balance of such Class of Subordinated Certificates immediately prior to such Distribution Date divided by (ii) in the case of the (a) Group I Certificates, the aggregate of the Class Certificate Balances of all Classes of Group I Certificates (other than the Class I-A-X IO Component and the Class B-X IO Component) immediately prior to such Distribution Date, (b) Group II Certificates, the aggregate of the Class Certificate Balances of all Classes of Group II Certificates (other than the related Notional Amount Certificates) immediately prior to such Distribution Date, (c) Group III Certificates, the aggregate of the Class Certificate Balances of all Classes of Group III Certificates immediately prior to such Distribution Date and (d) Group IV Certificates, the aggregate of the Class Certificate Balances of all Classes of Group IV Certificates (other than the related Notional Amount Certificates) immediately prior to such Distribution Date.

Class Unpaid Interest Amounts : As to any Distribution Date and Class of interest-bearing Certificates or any interest-bearing Component, the amount by which the aggregate Class Interest Shortfalls for such Class or Component on prior Distribution Dates exceeds the amount distributed on such Class or Component on prior Distribution Dates pursuant to clause (ii) of the definition of Class Optimal Interest Distribution Amount.

Closing Date : January 28, 2005.

Code : The Internal Revenue Code of 1986.

COFI : The Monthly Weighted Average Cost of Funds Index for the Eleventh District Savings Institutions published by the Federal Home Loan Bank of San Francisco.

COFI Certificates : As specified in the Preliminary Statement.

Compensating Interest : As to any Distribution Date and Loan Group, an amount equal to one-half of the Master Servicing Fee for the related Loan Group for such Distribution Date.

Component : As specified in the Preliminary Statement.

Component Balance : Not applicable.

Component Certificates : As specified in the Preliminary Statement.

Component Notional Amount : With respect to any Distribution Date and the Class I-A-X IO Component and the Class B-X IO Component, the aggregate Certificate Balances of the Class I-A-1 and Class I-A-2 Certificates, with respect to the Class I-A-X IO Component, immediately prior to such Distribution Date, and with respect to the Class B-X IO Component, the aggregate Certificate Balances of the Subordinated Certificates immediately prior to such Distribution Date.

16

Component Principal Balance : As of any Determination Date, the Class I-A-X PO Component and the Class B-X PO Component will have a Component Principal Balance equal to (i) the aggregate Net Deferred Interest allocated to the Class I-A-X PO Component and the Class B-X PO Component, respectively, prior to the Determination Date pursuant to Section 4.03 minus (ii) all amounts actually distributed as principal of the Class I-A-X PO Component or Class B-X-PO Component, respectively, and all Realized Losses applied in reduction of principal of the Class I-A-X PO Component and Class B-X PO Component, respectively, on all prior Distribution Dates plus (iii) any increase in the Component Principal Balance of such Component pursuant to Section 4.02 due to the receipt of Subsequent Recoveries. As of the Closing Date, the Component Principal Balance of each of the Class I-A-X PO Component and Class B-X PO Component will equal $0.00.

Component Rate : Not applicable.

Conveyed Assets : As defined in Section 2.01(a).

Coop Shares : Shares issued by a Cooperative Corporation.

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

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

Cooperative Property : The real property and improvements owned by the Cooperative Corporation, including the allocation of individual dwelling units to the holders of the Coop Shares of the Cooperative Corporation.

Cooperative Unit : A single family dwelling located in a Cooperative Property.

Corporate Trust Office : The designated office of the Trustee in the State of New York at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 101 Barclay Street, 8W, New York, New York 10286 (Attn: Mortgage-Backed Securities Group, BellaVista Mortgage Trust 2005-1), facsimile no. (212) 815-3986, and which is the address to which notices to and correspondence with the Trustee should be directed.

Countrywide Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among Countrywide Home Loans, Inc., the Seller, the Depositor and the Master Servicer.

Countrywide Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the Countrywide Purchase Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

17

Countrywide Purchase Agreement : That certain Mortgage Loan Purchase and Servicing Agreement, dated as of January 29, 2004, between Countrywide Home Loans, Inc. and the Seller, including any purchase confirmations entered into with respect to the Countrywide Mortgage Loans pursuant to such agreement.

Countrywide Purchase Group I : Those certain Countrywide Mortgage Loans purchased by the Seller pursuant to the Countrywide Purchase Agreement on December 21, 2004, and that are identified as being part of such group on the Mortgage Loan Schedule.

Countrywide Purchase Group II : Those certain Countrywide Mortgage Loans purchased by the Seller pursuant to the Countrywide Purchase Agreement on December 29, 2004, and that are identified as being part of such group on the Mortgage Loan Schedule.

Countrywide Purchase Group III : Those certain Countrywide Mortgage Loans purchased by the Seller pursuant to the Countrywide Purchase Agreement on December 29, 2004, and that are identified as being part of such group on the Mortgage Loan Schedule.

Countrywide Servicing : Countrywide Home Loans Servicing LP, a Texas limited partnership.

Cut-off Date : January 1, 2005.

Cut-off Date Pool Principal Balance : $911,626,101.82.

Cut-off Date Principal Balance : As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date.

Debt Service Reduction : With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan that became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Defective Mortgage Loan : Any Mortgage Loan that is required to be repurchased pursuant to Section 2.02 or 2.03.

Deferred Interest : With respect to any Mortgage Loan in Loan Group I and any Due Date, the excess, if any, of the (i) amount of interest accrued on such Mortgage Loan from the preceding Due Date to such Due Date at the applicable Mortgage Rate over (ii) Scheduled Payment due on such Mortgage Loan on such Due Date; such excess to be added to the principal balance of such Mortgage Loan in accordance with the terms of the related Mortgage Note.

Deficient Valuation : With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then-outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the Bankruptcy Code.

18

Definitive Certificates : Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

Delay Certificates : As specified in the Preliminary Statement.

Delay Delivery Certification : As defined in Section 2.02(a).

Delay Delivery Mortgage Loans : The Mortgage Loans for which all or a portion of a related Mortgage File is not delivered to Trustee on the Closing Date. With respect to up to 50% of the Mortgage Loans in each Loan Group, the Depositor may deliver all or a portion of each related Mortgage File to the Trustee not later than 30 days after the Closing Date. To the extent that Countrywide Servicing or the Depositor shall be in possession of any Mortgage Files with respect to any Delay Delivery Mortgage Loan, until delivery of such Mortgage File to the Trustee as provided in Section 2.01, Countrywide Servicing or the Depositor, as applicable, shall hold such files as agent and in trust for the Trustee.

Deleted Mortgage Loan : As defined in Section 2.03(b).

Denomination : With respect to each Certificate, the amount set forth on the face of that Certificate as the “Initial Certificate Balance of this Certificate” or the “Initial Notional Amount of this Certificate” or, if neither of the foregoing, the Percentage Interest appearing on the face thereof.

Depositor : BellaVista Funding Corporation, a Delaware corporation, in its capacity as depositor hereunder, or its successors in such capacity.

Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) 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 : As to any Distribution Date, the 15th day of each month or, if such 15th day is not a Business Day, the preceding Business Day.

Distribution Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.05(f) in the name of the Trustee for the benefit of the Certificateholders and designated “The Bank of New York in trust for registered holders of BellaVista Mortgage Trust 2005-1, Mortgage Pass-Through Certificates, Series 2005-1.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

19

Distribution Account Deposit Date : As to any Distribution Date, 12:30 P.M. Pacific time on the Business Day immediately preceding such Distribution Date.

Distribution Date : With respect to distributions on the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and the Certificates, the 22nd day (or, if such 22nd day is not a Business Day, the Business Day immediately succeeding such 22nd day) of each month, with the first such date being February 22, 2005.

Due Date : With respect to any Distribution Date, the first day of the month in which that Distribution Date occurs.

Eligible Account : Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings of Moody’s or Fitch and one of the two highest short-term ratings of S&P, if S&P is a Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

Eligible Repurchase Month : As defined in Section 3.11.

E-LOAN Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among E-LOAN, Inc., the Seller and the Depositor and the Master Servicer relating to the E-LOAN Sale Agreement.

E-LOAN Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the E-LOAN Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

E-LOAN Sale Agreement : The Master Sale and Interim Servicing Agreement, dated as of June 22, 2004, between E-LOAN, Inc. and the Seller, including any commitment letters entered into with respect to the E-LOAN Mortgage Loans pursuant to such agreement.

ERISA : The Employee Retirement Income Security Act of 1974.

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

20

ERISA-Restricted Certificate : As specified in the Preliminary Statement.

Escrow Account : The Eligible Account or Accounts established and maintained pursuant to Section 3.06(a).

Event of Default : As defined in Section 7.01.

Excess Proceeds : With respect to any Liquidated Mortgage Loan, the amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received in the calendar month in which such Mortgage Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received with respect to such Mortgage Loan, net of any amounts previously reimbursed to the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid principal balance of such Liquidated Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date immediately following the calendar month during which such liquidation occurred.

Exchange Act : Securities Exchange Act of 1934.

Expense Fee Rate : As to each Mortgage Loan and any date of determination, the sum of (i) the related Master Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) any lender paid mortgage insurance premium.

FDIC : The Federal Deposit Insurance Corporation.

FHLMC : The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970.

Fidelity : Fidelity & Trust Mortgage, Inc.

Fidelity Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among Fidelity, the Seller, the Depositor and the Master Servicer.

Fidelity Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the Fidelity Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

Fidelity Sale Agreement : That certain Master Sale and Interim Sale Agreement, dated as of November 1, 2004, between Fidelity and the Seller, including any commitment letters entered into with respect to the Fidelity Mortgage Loans pursuant to such agreement.

Final Certification : As defined in Section 2.02(a).

FIRREA : The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

21

Fitch : Fitch, Inc. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: Residential Mortgage Surveillance Group, or such other address as Fitch may hereafter furnish to the Depositor and the Master Servicer.

FNMA : The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act.

Fraud Loan : A Liquidated Mortgage Loan as to which a Fraud Loss has occurred.

Fraud Losses : Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation.

Gross Margin : With respect to each Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Mortgage Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.

Group I Certificates : As specified in the Preliminary Statement.

Group I Senior Certificates : As specified in the Preliminary Statement.

Group II Certificates : As specified in the Preliminary Statement.

Group II Senior Certificates : As specified in the Preliminary Statement.

Group III Certificates : As specified in the Preliminary Statement.

Group III Senior Certificates : As specified in the Preliminary Statement.

Group IV Certificates : As specified in the Preliminary Statement.

Group IV Senior Certificates : As specified in the Preliminary Statement.

Indirect Participant : A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Initial Certification : As defined in Section 2.02(a).

Initial Component Principal Balance : As specified in the Preliminary Statement.

Initial Deposit Account Deposit : $372,507.64

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

22

Insurance Proceeds : Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.

Insured Expenses : Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period : With respect to any Distribution Date and any of the Class III-A, Class IV-A, Class A-R, Class II-A-X and Class IV-A-X Certificates and the Class I-A-X IO and Class B-X IO Components, the calendar month prior to the month of such Distribution Date.

With respect to any Distribution Date and the Class I-A-1 and Class I-A-2 Certificates, the Interest Accrual Period will be the period commencing on the Distribution Date in the month prior to the month in which that Distribution Date occurs (or the Closing Date, in the case of the initial Interest Accrual Period), and ending on the day preceding such Distribution Date.

With respect to any Distribution Date and the Class II-A and the Subordinated Certificates, the Interest Accrual Period will be the period commencing on the 22nd day of the month prior to the month in which that Distribution Date occurs (or the Closing Date, in the case of the initial Interest Accrual Period), and ending on the 21st day of the month of such Distribution Date.

Interest on any of the Class II-A, Class III-A, Class IV-A, Class A-R, Class I-A-X, Class II-A-X, Class IV-A-X and the Subordinated Certificates and the Class I-A-X IO and Class B-X IO Components shall be calculated on the basis of a 360-day year consisting of 12 30-day months. Interest on the Class I-A-1 and Class I-A-2 Certificates shall be calculated on the basis of a 360-day year and the actual number of days elapsed. All dollar amounts calculated in this Agreement shall be rounded to the nearest penny with one-half of one penny or less being rounded down.

Interest Determination Date : With respect to any Interest Accrual Period for any LIBOR Certificates, the second Business Day prior to the first day of such Interest Accrual Period.

Latest Possible Maturity Date : The Distribution Date following the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date in the related Loan Group as of the Cut-off Date.

Lender PMI Mortgage Loan : Any Mortgage Loan as to which the lender (rather than the Mortgagor) acquires the Primary Insurance Policy and charges the related Mortgagor an interest premium.

LIBOR : The London interbank offered rate for one-month United States dollar deposits calculated in the manner described in Section 4.08.

LIBOR Certificates : As specified in the Preliminary Statement.

Liquidated Mortgage Loan : With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) that was liquidated in the calendar month preceding the

23

month of such Distribution Date and as to which the Master Servicer has determined (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of an REO Property.

Liquidation Proceeds : Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Master Servicing Fees, Servicing Advances and Advances.

Loan Group : Any of Loan Group I, Loan Group II, Loan Group III and Loan Group IV, as applicable.

Loan Group I : All Mortgage Loans identified on the Mortgage Loan Schedule as the Mortgage Loans in Loan Group I.

Loan Group II : All Mortgage Loans identified on the Mortgage Loan Schedule as the Mortgage Loans in Loan Group II.

Loan Group III : All Mortgage Loans identified on the Mortgage Loan Schedule as the Mortgage Loans in Loan Group III.

Loan Group IV : All Mortgage Loans identified on the Mortgage Loan Schedule as the Mortgage Loans in Loan Group IV.

Loan-to-Value Ratio : With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at that date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property.

Lost Mortgage Note : Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

LPB : Lydian Private Bank.

LPB Acknowledgement : The Reconstituted Servicing Agreement, dated as of January 1, 2005, among LPB, the Seller, the Depositor and the Master Servicer.

LPB Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the LPB Purchase Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

LPB Purchase Agreement : That certain Mortgage Loan Purchase and Servicing Agreement, dated as of December 22, 2004, between LPB and the Seller, including any purchase confirmations entered into with respect to the LPB Mortgage Loans pursuant to such agreement.

24

LPB Purchase Group I : Those certain LPB Mortgage Loans purchased by the Seller pursuant to the LPB Purchase Agreement on December 23, 2004, and that are identified as being part of such group on the Mortgage Loan Schedule.

LPB Purchase Group II : Those certain LPB Mortgage Loans purchased by the Seller pursuant to the LPB Purchase Agreement on December 29, 2004, and that are identified as being part of such group on the Mortgage Loan Schedule.

Maintenance : With respect to any Cooperative Unit, the rent paid by the Mortgagor to the Cooperative Corporation pursuant to the Proprietary Lease.

Majority in Interest : As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Marker Rate : With respect to the (i) Class I-A-X Certificates and any Distribution Date, in relation to the REMIC II Regular Interests LT1, LT2, LT3 and LT4, a per annum rate equal to two times the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT2 and REMIC II Regular Interest LT3 and (ii) Class B-X Certificates and any Distribution Date, in relation to the REMIC II Regular Interests LT5, LT6, LT7 and LT8, a per annum rate equal to two times the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7.

Master Servicer : Countrywide Servicing, in its capacity as master servicer hereunder, and its successors in such capacity.

Master Servicer Advance Date : As to any Distribution Date, 12:30 P.M. Pacific time on the Business Day immediately preceding such Distribution Date.

Master Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date), subject to reduction as provided in Section 3.14.

Master Servicing Fee Rate : With respect to each Mortgage Loan and Due Date, the amount set forth in the Mortgage Loan Schedule for such Due Date.

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

Maximum Negative Amortization : With respect to each Mortgage Loan in Loan Group I, the percentage set forth in the related Mortgage Note as the percentage of the original principal balance of Mortgage Note, that if exceeded due to Deferred Interest, will result in a recalculation of the Scheduled Payment so that the then unpaid principal balance of the Mortgage Note will be fully amortized over the Mortgage Loan’s remaining term to maturity.

25

MERS : Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware.

MERS Mortgage Loan : Any Mortgage Loan registered with MERS on the MERS® System.

MERS® System : The system of recording transfers of mortgages electronically maintained by MERS.

MIN : The mortgage identification number for any MERS Mortgage Loan.

Minimum Mortgage Rate : With respect to each Mortgage Loan, the greater of the (i) Gross Margin set forth in the related Mortgage Note and (ii) percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.

MOM Loan : Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan.

Monthly Statement : The statement delivered to the Certificateholders pursuant to Section 4.06.

Moody’s : Moody’s Investors Service, Inc. If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Pass-Through Monitoring, or such other address as Moody’s may hereafter furnish to the Depositor or the Master Servicer.

Mortgage : The mortgage, deed of trust or other instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

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

Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase Agreement, dated as of January 1, 2005, by and between the Seller and the Depositor, pursuant to which the Seller sold and the Depositor purchased the Mortgage Loans.

Mortgage Index : As to each Mortgage Loan, the index from time to time in effect for adjustment of the Mortgage Rate as set forth as such on the related Mortgage Note.

Mortgage Loan Schedule : The list of Mortgage Loans (as from time to time amended by the Master Servicer to reflect the addition of Substitute Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached to this Agreement as Schedule I, setting forth the following information with respect to each Mortgage Loan by Loan Group:

(i) the loan number;

26

(ii) the Mortgagor’s name and the street address of the Mortgaged Property, including the zip code;

(iii) the maturity date;

(iv) the original principal balance;

(v) the Cut-off Date Principal Balance;

(vi) the first payment date of the Mortgage Loan;

(vii) the Scheduled Payment in effect as of the Cut-off Date;

(viii) the Loan-to-Value Ratio at origination;

(ix) a code indicating whether the residential dwelling at the time of origination was represented to be owner-occupied;

(x) a code indicating whether the residential dwelling is either a (a) detached or attached single family dwelling, (b) dwelling in a de minimis PUD, (c) condominium unit or PUD (other than a de minimis PUD), (d) two- to four-unit residential property or (e) Cooperative Unit;

(xi) the Mortgage Rate in effect as of the Cut-off Date;

(xii) the Master Servicing Fee Rate both before and after the initial Adjustment Date for each Mortgage Loan;

(xiii) a code indicating whether the Mortgage Loan is a Lender PMI Mortgage Loan and, in the case of any Lender PMI Mortgage Loan, a percentage representing the amount of the related interest premium charged to the borrower;

(xiv) the purpose for the Mortgage Loan;

(xv) the type of documentation program pursuant to which the Mortgage Loan was originated;

(xvi) the direct servicer of such Mortgage Loan as of the Cut-off Date;

(xvii) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan;

(xviii) with respect to each Mortgage Loan, the Gross Margin, the Mortgage Index, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Maximum Negative Amortization, the Periodic Rate Cap, the first Adjustment Date and the first Payment Adjustment Date for such Mortgage Loan;

27

(xix) a code indicating whether the Mortgage Loan is a 1st Service Bank Mortgage Loan, a Countrywide Mortgage Loan, an E-LOAN Mortgage Loan, a Fidelity Mortgage Loan, a LPB Mortgage Loan, an NBC Mortgage Loan, a National City Mortgage Loan, a Quicken Mortgage Loan, an SBMC Mortgage Loan, a UMB Mortgage Loan or a Washington Mutual Mortgage Loan; and

(xx) in the case of a Countrywide Mortgage Loan, a code indicating whether such Mortgage Loan is part of Countrywide Purchase Group I, Countrywide Purchase Group II or Countrywide Purchase Group III, in the case of a LPB Mortgage Loan, a code indicating whether such Mortgage Loan is part of LPB Purchase Group I or LPB Purchase Group II and in the case of a National City Mortgage Loan, a code indicating whether such Mortgage Loan is part of National City Purchase Group I, National City Purchase Group II or National City Purchase Group III.

Such schedule shall also set forth the total of the amounts described under (iv) and (v) above for all of the Mortgage Loans and for each Loan Group.

Mortgage Loans : Such of the mortgage loans transferred and assigned to the Trustee pursuant to the provisions of this Agreement as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.

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

Mortgage Rate : The annual rate of interest borne by a Mortgage Note from time to time, net of any interest premium charged by the mortgagee to obtain or maintain any Primary Insurance Policy.

Mortgaged Property : The underlying property securing a Mortgage Loan, which, with respect to a Cooperative Loan, is the related Coop Shares and Proprietary Lease.

Mortgagor : The obligor(s) on a Mortgage Note.

National City : National City Mortgage Co.

National City Acknowledgement : The Reconstituted Servicing Agreement, dated as of January 1, 2005, among National City, the Seller, the Depositor and the Master Servicer.

National City Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the National City Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

National City Purchase Group I : Those certain National City Mortgage Loans purchased by the Seller pursuant to the National City Purchase Agreement on December 7, 2004, and that are identified as being part of such group on the Mortgage Loan Schedule.

28

National City Purchase Group II : Those certain National City Mortgage Loans purchased by the Seller pursuant to the National City Purchase Agreement on December 16, 2004, and that are identified as being part of such group on the Mortgage Loan Schedule.

National City Purchase Group III : Those certain National City Mortgage Loans purchased by the Seller pursuant to the National City Purchase Agreement on January 19, 2005, and that are identified as being part of such group on the Mortgage Loan Schedule.

National City Sale Agreement : That certain Master Seller’s Warranties and Servicing Agreement, dated as of July 2, 2004, between National City and the Seller, including any commitment letters entered into with respect to the National City Mortgage Loans pursuant to such agreement.

National Cost of Funds Index : The National Monthly Median Cost of Funds Ratio to SAIF-Insured Institutions published by the Office of Thrift Supervision.

NBC : National Bank of Commerce, a federally chartered savings association.

NBC Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among NBC, the Seller, the Depositor and the Master Servicer.

NBC Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the NBC Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

NBC Sale Agreement : That certain Master Sale and Interim Sale Agreement, dated as of September 1, 2004, between NBC and the Seller, including any commitment letters entered into with respect to the NBC Mortgage Loans pursuant to such agreement.

Net Deferred Interest : With respect to each Distribution Date and Loan Group I, an amount equal to the excess, if any, of the Deferred Interest that accrued on the Mortgage Loans in such Loan Group for the Due Date occurring in the month of such Distribution Date over the Principal Prepayment Amount for the Mortgage Loans in such Loan Group for such Distribution Date.

Net Prepayment Interest Shortfalls : As to any Distribution Date and any Loan Group, the amount by which the aggregate of Prepayment Interest Shortfalls for such Loan Group for the related Prepayment Period exceeds an amount equal to the Compensating Interest for such Loan Group for that Distribution Date.

Net Prepayments : As to any Distribution Date and Loan Group I, the amount equal to the excess, if any, of the (i) Principal Prepayment Amount for such Loan Group for such Distribution Date over (ii) aggregate amount of Deferred Interest accrued on the Mortgage Loans in such Loan Group from the preceding Due Date to the Due Date related to that Distribution Date.

Net WAC Cap : With respect to any Class of (i) Class I-A-1, Class I-A-2, Class II-A, Class III-A and Class IV-A Certificates for any Distribution Date, the Weighted Average

29

Adjusted Net Mortgage Rates of the related Mortgage Loans, adjusted for the related Interest Accrual Period and (ii) the Subordinated Certificates for any Distribution Date, the sum for all of the Loan Groups of the product for each Loan Group of (a) the Weighted Average Adjusted Net Mortgage Rates of the Mortgage Loans in such Loan Group, adjusted for the related Interest Accrual Period and (b) a fraction, the numerator of which is the related Subordinated Portion for such Loan Group immediately prior to that Distribution Date, and the denominator of which is the aggregate Class Certificate Balance of the Subordinated Certificates immediately prior to that Distribution Date .

Non-Delay Certificates : As specified in the Preliminary Statement.

Nonrecoverable Advance : Any portion of an Advance previously made or proposed to be made by the Master Servicer that, in the good faith judgment of the Master Servicer, will not be ultimately recoverable by the Master Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise.

Notice of Final Distribution : The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

Notional Amount : As specified in the Preliminary Statement.

Notional Amount Certificates : As specified in the Preliminary Statement.

Offered Certificates : As specified in the Preliminary Statement.

Officer’s Certificate : A certificate signed by (i) in the case of the Depositor, the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor, (ii) in the case of the Master Servicer, the President, an Executive Vice President, a Vice President, an Assistant Vice President, the Treasurer, or one of the Assistant Treasurers or Assistant Secretaries of Countrywide GP, Inc. (its general partner) or (iii) if provided for in this Agreement, a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement.

Opinion of Counsel : A written opinion of counsel, who may be counsel for the Depositor, the Seller or the Master Servicer, including in-house counsel, reasonably acceptable to the Trustee; provided , however , that with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor, the Seller and the Master Servicer, (ii) not have any direct financial interest in the Depositor, the Seller or the Master Servicer or in any affiliate of either and (iii) not be connected with the Depositor, the Seller or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Optional Termination : As to any Loan Group, the termination of the related portion of the trust created under this Agreement in connection with the purchase of the related Mortgage Loans pursuant to Section 9.01.

30

Optional Termination Date : The Distribution Date on which the Pool Stated Principal Balance is less than or equal to 10% of the Cut-off Date Pool Principal Balance.

Original Applicable Credit Support Percentage : With respect to each of the following Classes of Subordinated Certificates, the corresponding percentage described below, as of the Closing Date:

Original Mortgage Loan : The mortgage loan refinanced in connection with the origination of a Refinancing Mortgage Loan.

Original Subordinate Principal Balance : For the Certificates, on or prior to the third Senior Termination Date, the Subordinated Percentage for a Loan Group of the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group, in each case as of the Cut-off Date or, if such date is after the third Senior Termination Date, the aggregate of the Class Certificate Balances of the Subordinated Certificates as of the Closing Date.

OTS : The Office of Thrift Supervision.

Outstanding : With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(i) Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and

(ii) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan : As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero, which was not the subject of a Principal Prepayment in Full prior to such Due Date and which did not become a Liquidated Mortgage Loan prior to such Due Date.

Overcollateralized Group : As defined in Section 4.05.

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

Pass-Through Margin : With respect to any Distribution Date and each Class of Certificates, as specified in the Preliminary Statement.

31

Pass-Through Rate : For any interest-bearing Class of Certificates or any interest-bearing Component, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under “REMIC III”; provided , however , that in the case of the (i) Class I-A-X IO Component, the Pass-Through Rate shall be the rate described in footnote (7) of the chart set forth in the Preliminary Statement under “REMIC III”, (ii) Class II-A-X Certificate, the Pass-Through Rate shall be the rate described in footnote (9) of the chart set forth in the Preliminary Statement under “REMIC III”, (iii) Class IV-A-X Certificate, the Pass-Through Rate shall be the rate described in footnote (11) of the chart set forth in the Preliminary Statement under “REMIC III” and (i) Class B-X IO Component, the Pass-Through Rate shall be the rate described in footnote (13) of the chart set forth in the Preliminary Statement under “REMIC III”. For any REMIC I or REMIC II Regular Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under “REMIC I” or “REMIC II”, as applicable.

Payment Adjustment Date : For each Mortgage Loan, the date specified in the related Mortgage Note as the annual date on which the Mortgage Rate on the related Scheduled Payment will be adjusted.

Percentage Interest : As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

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

Permitted Investments : At any time, any one or more of the following obligations and securities:

(i) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

(iii) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

(iv) certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal or state banking authorities, provided that the commercial

32

paper or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody’s is not a Rating Agency) are then rated one of the two highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency;

(v) repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iv) above;

(vi) units of a taxable money-market portfolio having the highest rating assigned by each Rating Agency (except if Fitch is a Rating Agency and has not rated the portfolio, the highest rating assigned by Moody’s) and restricted to obligations issued or guaranteed by the United States or entities whose obligations are backed by the full faith and credit of the United States and repurchase agreements collateralized by such obligations; and

(vii) such other relatively risk free investments bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency, as evidenced by a signed writing delivered by each Rating Agency

provided , that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” as defined in Section 775 of the Code, (vi) a Person that is not a citizen or resident of the United States, a corporation, partnership, or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, or an estate or trust whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust unless such Person has furnished the transferor and the Trustee with a duly completed Internal Revenue Service Form W-8ECI or any applicable successor form, and (vii) any other

33

Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that the Certificates are Outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of the FHLMC, a majority of its board of directors is not selected by such governmental unit.

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

Physical Certificate : As specified in the Preliminary Statement.

Planned Principal Classes : As specified in the Preliminary Statement.

Planned Principal Components : As specified in the Preliminary Statement.

Pool Stated Principal Balance : As to any Distribution Date and any Loan Group, the aggregate of the Stated Principal Balances of the Mortgage Loans in such Loan Group that were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date and, as to any other date of determination, the aggregate of the Stated Principal Balances of the Outstanding Mortgage Loans in such Loan Group as of such date.

Prepayment Interest Shortfall : As to any Distribution Date, any Mortgage Loan and any Principal Prepayment received during the related Prepayment Period, the amount, if any, by which one month’s interest at the related Mortgage Rate, net of the related Master Servicing Fee Rate, on such Principal Prepayment exceeds the amount of interest paid in connection with such Principal Prepayment.

Prepayment Period: As to any Distribution Date, the calendar month immediately preceding the month in which that Distribution Date occurs.

Primary Insurance Policy : Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

Prime Rate : The prime commercial lending rate of The Bank of New York, as publicly announced to be in effect from time to time. The Prime Rate shall be adjusted automatically, without notice, on the effective date of any change in such prime commercial lending rate. The Prime Rate is not necessarily The Bank of New York’s lowest rate of interest.

Principal Amount : As to any Distribution Date and any Loan Group, the sum of (i) the principal portion of each Scheduled Payment (without giving effect to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on each Mortgage Loan (other than a Liquidated Mortgage Loan) in such Loan Group on the related Due Date, (ii) the principal portion of the Purchase Price of each Mortgage Loan in such Loan Group that was purchased as of such Distribution Date, (iii) the Substitution Adjustment Amount in connection

34

with any Deleted Mortgage Loan in such Loan Group received with respect to such Distribution Date, (iv) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in such Loan Group that are not yet Liquidated Mortgage Loans received during the calendar month preceding the month of such Distribution Date, (v) with respect to each Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Mortgage Loan, (vi) with respect to Loan Group I only, all Net Prepayments for Loan Group I received during the related Prepayment Period, (vii) with respect to each Loan Group other than Loan Group I, the Principal Prepayment Amount for such Loan Group received during the related Prepayment Period and (viii) any Transfer Payments Received for such Loan Group, minus any Transfer Payments Made for such Loan Group and Distribution Date in accordance with Section 4.05 and (ix) any Subsequent Recoveries on the Mortgage Loans in the related Loan Group received during the calendar month preceding the month of such Distribution Date.

Principal Prepayment : Any payment of principal by a Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date and is not accompanied by an amount representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments shall be applied by the Master Servicer in accordance with the terms of the related Mortgage Note.

Principal Prepayment Amount : As to any Distribution Date, an amount equal to the sum of all Principal Prepayments received on the Mortgage Loans during the related Prepayment Period.

Principal Prepayment in Full : Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

Private Certificate : As specified in the Preliminary Statement.

Pro Rata Share : As to any Distribution Date and any Certificate Group, the Subordinated Principal Distribution Amount and any Class of Subordinated Certificates, the portion of the Subordinated Principal Distribution Amount allocable to such Class, equal to the product of the Subordinated Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate of the Class Certificate Balances of the Subordinated Certificates.

Proprietary Lease : With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Coop Shares.

Prospectus : The Prospectus, dated December 16, 2004, attached to the Prospectus Supplement.

Prospectus Supplement : The Prospectus Supplement dated January 26, 2005, relating to the Offered Certificates.

PUD : Planned unit development.

35

Purchase Agreement : With respect to the 1st Service Bank Mortgage Loans, the 1st Service Bank Sale Agreement; with respect to the Countrywide Mortgage Loans, the Countrywide Purchase Agreement; with respect to the E-LOAN Mortgage Loans, the E-LOAN Sale Agreement; with respect to the Fidelity Mortgage Loans, the Fidelity Sale Agreement; with respect to the LPB Mortgage Loans, the LPB Purchase Agreement; with respect to the National City Mortgage Loans, the National City Sale Agreement; with respect to the NBC Mortgage Loans, the NBC Sale Agreement; with respect to the Quicken Mortgage Loans, the Quicken Sale Agreement; with respect to the SBMC Mortgage Loans, the SBMC Sale Agreement; with respect to the UMB Mortgage Loans, the UMB Sale Agreement; and with respect to the Washington Mutual Mortgage Loans, the Washington Mutual Sale Agreement.

Purchase Price : With respect to any Mortgage Loan required to be purchased (i) pursuant to Section 2.02 or 2.03, (ii) at the option of the Master Servicer pursuant to Section 3.11 or (iii) by the related Transferor pursuant to the related Purchase Agreement, an amount equal to the sum of (a) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase, (b) accrued interest thereon at the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x) the purchaser is the Master Servicer or (y) if the purchaser is Countrywide and Countrywide is an affiliate of the Master Servicer) from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders and (c) costs and damages incurred by the Trust Fund in connection with a repurchase pursuant to Section 2.03 that arises out of a violation of any predatory or abusive lending law with respect to the related Mortgage Loan.

Qualified Insurer : A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a FNMA-approved mortgage insurer and having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Quicken : Quicken Loans Inc.

Quicken Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among Quicken, the Seller, the Depositor and the Master Servicer.

Quicken Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the Quicken Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

Quicken Sale Agreement : That certain Master Sale and Interim Servicing Agreement, dated as of August 10, 2004, between Quicken and the Seller, including any commitment letters entered into with respect to the Quicken Mortgage Loans pursuant to such agreement.

36

Rating Agency : Each of the Rating Agencies specified in the Preliminary Statement. If any such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee. References in this Agreement to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Realized Loss : With respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Adjusted Net Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan that has become the subject of a Debt Service Reduction and any Distribution Date, the amount, if any, by which the principal portion of the related Scheduled Payment has been reduced.

To the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of Realized Losses with respect to that Mortgage Loan will be reduced by the amount of those Subsequent Recoveries.

Recognition Agreement : With respect to any Cooperative Loan, an agreement between the Cooperative Corporation and the originator of such Mortgage Loan which establishes the rights of such originator in the Cooperative Property.

Record Date : With respect to any Distribution Date, in the case of LIBOR Certificates represented by (i) Book-Entry Certificates, the Business Day immediately preceding such Distribution Date and (ii) Definitive Certificates and in the case of all other Certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.

Reference Bank : As defined in Section 4.08(b).

Refinancing Mortgage Loan : Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

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

Regular Certificates : As specified in the Preliminary Statement.

37

Related Certificates : For each REMIC III Regular Interest, the Class or Classes of Certificates shown opposite the name of such REMIC III Regular Interest in the following table:

Relief Act : The Servicemembers Civil Relief Act, or any comparable state legislation.

Relief Act Reductions : With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act, the amount, if any, by which interest (i) collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) accrued thereon for such month pursuant to the Mortgage Note.

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

REMIC Change of Law : Any proposed, temporary or final regulation, revenue ruling, revenue procedure or other official announcement or interpretation relating to REMICs and the REMIC Provisions issued after the Closing Date.

REMIC I : The segregated pool of assets described in Section 4.07(b)(i), which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made and the beneficial interests in which shall be the REMIC I Regular Interests and Component I of the Class A-R Certificates.

REMIC I Available Distribution Amount : For each Loan Group for any Distribution Date, the sum of the Available Funds for such Loan Group.

38

REMIC I Distribution Amount : For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests and to Holders of the Class A-R Certificates in respect of Component I thereof in the following amounts and order of priority:

(a) To the extent of the REMIC I Available Distribution Amount for Loan Group I:

(i) first, to REMIC II as the holder of REMIC I Regular Interests Y-1 and Z-1, and the holders of the Class A-R Certificates in respect of Component I thereof concurrently, the Uncertificated Accrued Interest for such REMIC I Regular Interests and the Accrued Certificate Interest for the Class A-R Certificates remaining unpaid from previous Distribution Dates, as reduced on such prior Distribution Dates in the case of the REMIC I Regular Interest Z-1 by the Net Deferred Interest for Loan Group I for the prior Distribution Date with respect to which such Uncetificated Accrued Interest originally accrued, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to REMIC II as the holder of REMIC I Regular Interests Y-1 and Z-1 and the holders of the Class A-R Certificates in respect of Component I thereof, concurrently, the Uncertificated Accrued Interest for such REMIC I Regular Interests and the Accrued Certificate Interest for the Class A-R Certificates for the current Distribution Date, pro rata according to their respective amounts of Uncertificated Accrued Interest, as reduced in the case of the REMIC I Regular Interest Z-1 by the Net Deferred Interest for Loan Group I for such Distribution Date;

(iii) third, to the holders of the Class A-R Certificates in respect of Component I thereof until the principal balance of such Component shall have been reduced to zero; and

(iv) fourth, to REMIC II as the holder of REMIC I Regular Interests Y-1 and Z-1, the REMIC I Y-1 Principal Distribution Amount and the REMIC I Z-1 Principal Distribution Amount, respectively.

(b) To the extent of the REMIC I Available Distribution Amount for Loan Group II:

(i) first, to REMIC II as the holder of REMIC I Regular Interests Y-2 and Z-2, concurrently, the Uncertificated Accrued Interest for such REMIC I Regular Interests remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to REMIC II as the holder of REMIC I Regular Interests Y-2 and Z-2, concurrently, the Uncertificated Accrued Interest for such REMIC I Regular Interests for the current Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and

(iii) third, to REMIC II as the holder of REMIC I Regular Interests Y-2 and Z-2, the REMIC I Y-2 Principal Distribution Amount and the REMIC II-B Z-2 Principal Distribution Amount, respectively.

39

(c) To the extent of the REMIC I Available Distribution Amount for Loan Group III:

(i) first, to REMIC II as the holder of REMIC I Regular Interests Y-3 and Z-3, concurrently, the Uncertificated Accrued Interest for such REMIC I Regular Interests remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to REMIC II as the holder of REMIC I Regular Interests Y-3 and Z-3, concurrently, the Uncertificated Accrued Interest for such REMIC I Regular Interests for the current Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and

(iii) third, to REMIC II as the holder of REMIC I Regular Interests Y-3 and Z-3, the REMIC I Y-3 Principal Distribution Amount and the REMIC I Z-3 Principal Distribution Amount, respectively.

(d) To the extent of the REMIC I Available Distribution Amount for Loan Group IV:

(i) first, to REMIC II as the holder of REMIC I Regular Interests Y-4 and Z-4, concurrently, the Uncertificated Accrued Interest for such REMIC I Regular Interests remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to REMIC II as the holder of REMIC I Regular Interests Y-4 and Z-4, concurrently, the Uncertificated Accrued Interest for such REMIC I Regular Interests for the current Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and

(iii) third, to REMIC II as the holder of REMIC I Regular Interests Y-4 and Z-4, the REMIC I Y-4 Principal Distribution Amount and the REMIC I Z-4 Principal Distribution Amount, respectively.

(e) To the extent of the REMIC I Available Distribution Amounts for each of Loan Group I, II, III and IV for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a) through (d) of this definition of “REMIC I Distribution Amount”:

(i) first, to REMIC II as the holder of each class of REMIC I Y and REMIC I Z Regular Interests, pro rata according to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such REMIC I Regular Interest, the aggregate amount of any distributions to the Certificates as reimbursement of such Realized Losses on such Distribution Date pursuant to Section 4.02(d); provided , however , that any amounts distributed pursuant to this paragraph (e)(i) of this definition of “REMIC I Distribution Amount” shall not cause a reduction in the Uncertificated Principal Balances of any of the REMIC I Y and REMIC I Z Regular Interests; and

(ii) second, to Holders of the Class A-R Certificates in respect of Component I thereof, any remaining amount.

40

REMIC I Net Deferred Interest : For any Distribution Date, Net Deferred Interest for Loan Group I for such Distribution Date shall be allocated to the REMIC I Regular Interest Z-1. Such allocated amount shall reduce the amount of interest currently distributable with respect to such REMIC I Regular Interest and shall be added to the Principal Balance thereof as of such Distribution Date.

REMIC I Realized Losses : Realized Losses on Mortgage Loans shall be allocated to the REMIC I Regular Interests as follows: (1) the interest portion of Realized Losses on Mortgage Loans in Loan Group I, if any, shall be allocated between the REMIC I Regular Interests Y-1 and Z-1 pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the interest portion of Realized Losses on Mortgage Loans in Loan Group II, if any, shall be allocated between the REMIC I Regular Interests Y-2 and Z-2 pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (3) the interest portion of Realized Losses on Mortgage Loans in Loan Group III, if any, shall be allocated between the REMIC I Regular Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; and (3) the interest portion of Realized Losses on Mortgage Loans in Loan Group IV, if any, shall be allocated between the REMIC I Regular Interests Y-4 and Z-4 pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to Mortgage Loans shall be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses on Mortgage Loans in Loan Group I shall be allocated, first, to the REMIC I Regular Interest Y-1 to the extent of the REMIC I Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such REMIC I Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the REMIC I Regular Interest Z-1 in reduction of the Uncertificated Principal Balance thereof; (2) the principal portion of Realized Losses on Mortgage Loans in Loan Group II shall be allocated, first, to the REMIC I Regular Interest Y-2 to the extent of the REMIC I Y-2 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such REMIC I Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the REMIC I Regular Interest Z-2 in reduction of the Uncertificated Principal Balance thereof; (3) the principal portion of Realized Losses on Mortgage Loans in Loan Group III shall be allocated, first, to the REMIC I Regular Interest Y-3 to the extent of the REMIC I Y-3 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such REMIC I Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the REMIC I Regular Interest Z-3 in reduction of the Uncertificated Principal Balance thereof; and (4) the principal portion of Realized Losses on Mortgage Loans in Loan Group IV shall be allocated, first, to the REMIC I Regular Interest Y-4 to the extent of the REMIC I Y-4 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such REMIC I Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the REMIC I Regular Interest Z-4 in reduction of the Uncertificated Principal Balance thereof. For any Distribution Date, reductions in the Uncertificated Principal Balances of the REMIC I Regular Interests pursuant to this definition shall be determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal Balances by distributions on such Distribution Date.

41

REMIC I Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.

REMIC I Regular Interest Y-1 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest Y-1 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest Y-2 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest Y-2 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest Y-3 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest Y-3 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest Y-4 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest Y-4 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest Z-1 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest Z-1 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

42

REMIC I Regular Interest Z-2 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest Z-2 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest Z-3 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest Z-3 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest Z-4 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest Z-4 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Y Principal Reduction Amounts : For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the REMIC I Y Regular Interests will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.

REMIC I Y Regular Interests : The REMIC I Regular Interest Y-1, REMIC I Regular Interest Y-2, REMIC I Regular Interest Y-3 and REMIC I Regular Interest Y-4.

REMIC I Y-1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the REMIC I Regular Interest Y-1 on such Distribution Date.

REMIC I Y-2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the REMIC I Regular Interest Y-2 on such Distribution Date.

REMIC I Y-3 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the REMIC I Regular Interest Y-3 on such Distribution Date.

43

REMIC I Y-4 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Y-4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the REMIC I Regular Interest Y-4 on such Distribution Date.

REMIC I Z Principal Reduction Amounts : For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the REMIC I Z Regular Interests will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of the (x) excess of the REMIC I Available Distribution Amount for the related Loan Group (i.e. the “related Loan Group” for the REMIC I Regular Interest Z-1 is Loan Group 1, the “related Loan Group” for the REMIC I Regular Interest Z-2 is Loan Group 2, the “related Loan Group” for the REMIC I Regular Interest Z-3 is Loan Group 3 and the “related Loan Group” for the REMIC I Regular Interest Z-4 is Loan Group 4) over the sum of the amounts thereof distributable (i) in respect of interest on such REMIC I Z Regular Interest and the related REMIC I Y Regular Interest and (ii) to such REMIC I Z Regular Interest and the related REMIC I Y Regular Interest pursuant to clause (d)(i) of the definition of “REMIC I Distribution Amount” and (y) amount of Realized Losses allocable to principal for the related Loan Group over (B) the REMIC I Y Principal Reduction Amount for the related Loan Group.

REMIC I Z Regular Interests : The REMIC I Regular Interest Z-1, REMIC I Regular Interest Z-2, REMIC I Regular Interest Z-3 and REMIC I Regular Interest Z-4.

REMIC I Z-1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the REMIC I Regular Interest Z-1 on such Distribution Date.

REMIC I Z-2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the REMIC I Regular Interest Z-2 on such Distribution Date.

REMIC I Z-3 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the REMIC I Regular Interest Z-3 on such Distribution Date.

REMIC I Z-4 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Z-4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the REMIC I Regular Interest Z-4 on such Distribution Date.

REMIC II : The segregated pool of assets described in Section 4.07(b)(ii), which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made and the beneficial interests in which shall be the REMIC II Regular Interests and Component II of the Class A-R Certificates.

44

REMIC II Available Distribution Amount : For any Distribution Date, the sum of the Available Funds distributed in respect of the REMIC I Regular Interests .

REMIC II Distribution Amount : For any Distribution Date, the REMIC II Available Distribution Amount shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests and to Holders of the Class A-R Certificates in respect of Component II thereof, in the following amounts and order of priority:

(a) to REMIC III as the holder of REMIC II Regular Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LTAII, LTAIII and LTAIV, pro rata, in an amount equal to (i) their Uncertificated Accrued Interest for such Distribution Date, as reduced in the case of the REMIC II Regular Interest LT1 by the Net Deferred Interest for such Distribution Date allocated to the Class I-A-1, Class I-A-2 and Class I-A-X Certificates and in the case of the REMIC II Regular Interest LT5 by the Net Deferred Interest for such Distribution Date allocated to the Class B Certificates, plus (ii) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and

(b) to REMIC III as the holder of the REMIC II Regular Interests, in an amount equal to the remainder of the REMIC II Available Distribution Amount after the distributions made pursuant to clause (a) above, allocated, sequentially, as follows:

(i) first, in respect of REMIC II Regular Interests LT2, LT3, LT4, LT6, LT7, LT8, LTAII, LTAIII and LTAIV, as applicable, their respective Principal Distribution Amounts;

(ii) second, in respect of REMIC II Regular Interest LT1 and LT5, as applicable, their respective Principal Distribution Amounts, until the Uncertificated Principal Balance thereof is reduced to zero

(iii) third, in respect of REMIC II Regular Interests LT2, LT3, LT4, LT6, LT7, LT8, LTY1, LTY2, LTY3 and LTY4, as applicable, any remainder, pro rata according to their respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (a) above, until their respective Uncertificated Principal Balances are reduced to zero; and

(iv) fourth, any remaining amounts to the Holders of the Class A-R Certificates in respect of Component II thereof.

REMIC II Net Deferred Interest : For any Distribution Date, Net Deferred Interest for Loan Group I for such Distribution Date shall be allocated to the REMIC II Regular Interests LT1 and LT5 respectively according to the amount of Net Negative Amortization allocated to the Group I Senior Certificates and the Class B Certificates, respectively. Such allocated amount shall reduce the amount of interest currently distributable with respect to such REMIC II Regular Interest and shall be added to the Principal Balance thereof as of such Distribution Date.

45

REMIC II Principal Reduction Amounts : For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the REMIC II Regular Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7 and LT8, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:

For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

Y ₁ = the Uncertificated Principal Balance of REMIC II Regular Interest LT1 after distributions on the prior Distribution Date.

Y ₂ = the Uncertificated Principal Balance of REMIC II Regular Interest LT2 after distributions on the prior Distribution Date.

Y ₃ = the Uncertificated Principal Balance of REMIC II Regular Interest LT3 after distributions on the prior Distribution Date.

Y ₄ = the Uncertificated Principal Balance of REMIC II Regular Interest LT4 after distributions on the prior Distribution Date (note: Y ₃ = Y ₄ ).

Y ₅ = the Uncertificated Principal Balance of REMIC II Regular Interest LT5 after distributions on the prior Distribution Date.

Y ₆ = the Uncertificated Principal Balance of REMIC II Regular Interest LT6 after distributions on the prior Distribution Date.

Y ₇ = the Uncertificated Principal Balance of REMIC II Regular Interest LT7 after distributions on the prior Distribution Date.

Y ₈ = the Uncertificated Principal Balance of REMIC II Regular Interest LT8 after distributions on the prior Distribution Date (note: Y ₇ = Y ₈ ).

D Y ₁ = the REMIC II Regular Interest LT1 Principal Reduction Amount.

D Y ₂ = the REMIC II Regular Interest LT2 Principal Reduction Amount.

D Y ₃ = the REMIC II Regular Interest LT3 Principal Reduction Amount.

D Y ₄ = the REMIC II Regular Interest LT4 Principal Reduction Amount.

D Y ₅ = the REMIC II Regular Interest LT5 Principal Reduction Amount.

D Y ₆ = the REMIC II Regular Interest LT6 Principal Reduction Amount.

D Y ₇ = the REMIC II Regular Interest LT7 Principal Reduction Amount.

D Y ₈ = the REMIC II Regular Interest LT8 Principal Reduction Amount.

46

P ₀ = the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses on the prior Distribution Date.

P ₁ = the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses to be made on such Distribution Date.

D P = P ₀ - P ₁ = the aggregate of the REMIC II Regular Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7 and LT8 Principal Reduction Amounts.

     = the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be made on, the Class I-A-1, Class I-A-2, Class I-A-X and Class B Certificates on such Distribution Date (including distributions of amounts representing Net Negative Amortization allocated to such Certificates for prior Distribution Dates).

R ₀ = the Net WAC Cap (stated as a monthly rate) for the Class I-A-1 and Class I-A-2 Certificates after giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date.

R ₁ = the Net WAC Cap (stated as a monthly rate) for the Class I-A-1 and Class I-A-2 Certificates after giving effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date.

a = (Y ₂ + Y ₃ )/P ₀ . The initial value of a on the Closing Date for use on the first Distribution Date shall be 0.0001.

ß = (Y ₆ + Y ₇ )/P ₀ . The initial value of ß on the Closing Date for use on the first Distribution Date shall be 0.0001.

d = (Y _Y2 + Y _Y3 )/P ₀ . The initial value of d on the Closing Date for use on the first Distribution Date shall be 0.0001.

g ₀ = the lesser of (A) the sum for all Classes of Group I Senior Certificates, other than the Class I-A-X and Class A-R Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the related Net WAC Cap, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) its Class Principal Balance after distributions and the allocation of Realized Losses on the prior Distribution Date and (B) R ₀ *P ₀ .

g ₁ = the lesser of (A) the sum for all Classes of Group I Senior Certificates, other than the Class I-A-X and Class A-R Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the Net WAC Cap, if applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) its Class Principal Balance after distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) R ₁ *P ₁ .

Then, based on the foregoing definitions:

D Y ₁ = D P - D Y ₂ - D Y ₃ - D Y ₄ ;

47

D Y ₂ = ( a /2){( g ₀ R ₁ - g ₁ R ₀ )/R ₀ R ₁ };

D Y ₃ = a D P - D Y ₂ ; and

D Y ₄ = D Y ₃ .

if both D Y ₂ and D Y ₃ , as so determined, are non-negative numbers. Otherwise:

(1) If D Y ₂ , as so determined, is negative, then

D Y ₂ = 0;

D Y ₃ = a { g ₁ R ₀ P ₀ - g ₀ R ₁ P ₁ }/{ g ₁ R ₀ };

D Y ₄ = D Y ₃ ; and

D Y ₁ = D P - D Y ₂ - D Y ₃ - D Y ₄ .

(2) If D Y ₃ , as so determined, is negative, then

D Y ₃ = 0;

D Y ₂ = a { g ₁ R ₀ P ₀ - g ₀ R ₁ P ₁ }/{2R ₁ R ₀ P ₁ - g ₁ R ₀ };

D Y ₄ = D Y ₃ ; and

D Y ₁ = D P - D Y ₂ - D Y ₃ - D Y ₄ .

For purposes of the following determinations, the definitions set forth hereinafter shall apply:

Q ₀ = the aggregate principal balance of the REMIC II Regular Interests LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses on the prior Distribution Date.

Q ₁ = the aggregate principal balance of the REMIC II Regular Interests LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses to be made on such Distribution Date.

D Q = Q ₀ - Q ₁ = the aggregate of the REMIC II Regular Interests LT5, LT6, LT7 and LT8 Principal Reduction Amounts.

      = the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be made on, the Class B Certificates on such Distribution Date.

S ₀ = the Net WAC Cap applicable to the Class B Certificates (stated as a monthly rate) after giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date.

S ₁ = the Net WAC Cap (stated as a monthly rate) after giving effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date.

48

b = (Y ₆ + Y ₇ )/Q ₀ . The initial value of ß on the Closing Date for use on the first Distribution Date shall be 0.0001.

G ₀ = the lesser of (A) the sum for all Classes of Class B Certificates, other than the Class B-X Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the related Net WAC Cap, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) its Class Principal Balance after distributions and the allocation of Realized Losses on the prior Distribution Date and (B) S ₀ *Q ₀ .

G ₁ = the lesser of (A) the sum for all Classes of Class B Certificates, other than the Class B-X, of the product for each Class of (i) the monthly interest rate (as limited by the related Net WAC Cap, if applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) its Class Principal Balance after distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) S ₁ *Q ₁ .

Then, based on the foregoing definitions:

D Y ₅ = D Q - D Y ₆ - D Y ₇ - D Y ₈ ;

D Y ₆ = ( b /2){( G ₀ S ₁ - G ₁ S ₀ )/S ₀ S ₁ };

D Y ₇ = b D Q - D Y ₆ ; and

D Y ₈ = D Y ₇ .

if both D Y ₆ and D Y ₇ , as so determined, are non-negative numbers. Otherwise:

(1) If D Y ₆ , as so determined, is negative, then

D Y ₆ = 0;

D Y ₇ = b { G ₁ S ₀ Q ₀ - G ₀ S ₁ Q ₁ }/{ G ₁ S ₀ };

D Y ₈ = D Y ₇ ; and

D Y ₅ = D Q - D Y ₆ - D Y ₇ - D Y ₈ .

(2) If D Y ₇ , as so determined, is negative, then

D Y ₇ = 0;

D Y ₆ = b { G ₁ S ₀ Q ₀ - G ₀ S ₁ Q ₁ }/{2S ₁ S ₀ Q ₁ - G ₁ S ₀ };

D Y ₈ = D Y ₇ ; and

D Y ₅ = D Q - D Y ₆ - D Y ₇ - D Y ₈ .

49

REMIC II Realized Losses : Realized Losses on Mortgage Loans shall be allocated to the REMIC II Regular Interests as follows:

(a) the interest portion of such Realized Losses on the Mortgage Loans in Loan Group I, if any, to the extent such Realized Losses are allocated to the Group I Senior Certificates shall be allocated among REMIC II Regular Interests LT1, LT2 and LT4 pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; the interest portion of such Realized Losses on the Mortgage Loans in Loan Group II, if any, to the extent such Realized Losses are allocated to the Group II Senior Certificates shall be allocated to the REMIC II Regular Interest LTAII in respect of the interest accrued but unpaid thereon, in reduction thereof; the interest portion of such Realized Losses on the Mortgage Loans in Loan Group III, if any, to the extent such Realized Losses are allocated to the Group III Senior Certificates shall be allocated to the REMIC II Regular Interest LTAIII in respect of the interest accrued but unpaid thereon, in reduction thereof; the interest portion of such Realized Losses on the Mortgage Loans in Loan Group IV, if any, to the extent such Realized Losses are allocated to the Group IV Senior Certificates shall be allocated to the REMIC II Regular Interest LTAIV in respect of the interest accrued but unpaid thereon, in reduction thereof; and the interest portion of such Realized Losses on the Mortgage Loans, if any, to the extent such Realized Losses are allocated to the Class B Certificates shall be allocated among REMIC II Regular Interests LT5, LT6 and LT8 pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof

(b) any interest portion of such Realized Losses in excess of the amount allocated pursuant to clause (a) of this definition shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan and allocated pursuant to clause (c) of this definition; and

(c) the principal portion of such Realized Losses to the extent that such Realized Losses are allocated to the Group I Senior Certificates shall be allocated first to REMIC II Regular Interests LT2, LT3 and LT4 pro-rata according to their respective REMIC II Principal Reduction Amounts to the extent thereof in reduction of the Uncertificated Principal Balance thereof and, second, the remainder, if any, of such principal portion of such Realized Losses that are allocated to the Group I Senior Certificates shall be allocated to the REMIC II Regular Interest LT1, in reduction of the Uncertificated Principal Balance thereof; the principal portion of such Realized Losses to the extent that such Realized Losses are allocated to the Group II Senior Certificates shall be allocated to REMIC II Regular Interest LTAII in reduction of the Uncertificated Principal Balance thereof; the principal portion of such Realized Losses to the extent that such Realized Losses are allocated to the Group III Senior Certificates shall be allocated to REMIC II Regular Interest LTAIII in reduction of the Uncertificated Principal Balance thereof; the principal portion of such Realized Losses to the extent that such Realized Losses are allocated to the Group IV Senior Certificates shall be allocated to REMIC II Regular Interest LTAIV in reduction of the Uncertificated Principal Balance thereof; and the principal portion of such Realized Losses to the extent that such Realized Losses are allocated to the Class B Certificates shall be allocated first to REMIC II Regular Interests LT6, LT7 and LT8 pro-rata according to their respective REMIC II Principal Reduction Amounts to the extent thereof in reduction of the Uncertificated Principal Balance thereof and, second, the remainder, if any, of such principal portion of such Realized Losses that are allocated to the Class B Certificates shall be allocated to the REMIC II Regular Interest LT5, in reduction of the Uncertificated Principal Balance thereof..

REMIC II Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and

50

held as an asset of REMIC III. Each REMIC II Regular Interest shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC II Regular Interests are set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT1 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LT1 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT1 on such Distribution Date.

REMIC II Regular Interest LT2 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LT2 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT2 on such Distribution Date.

REMIC II Regular Interest LT3 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LT3 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT3 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT3 on such Distribution Date.

51

REMIC II Regular Interest LT4 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LT4 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT4 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT4 on such Distribution Date.

REMIC II Regular Interest LT5 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LT5 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT5 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT5 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT5 on such Distribution Date.

REMIC II Regular Interest LT6 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LT6 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT6 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT6 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT6 on such Distribution Date.

REMIC II Regular Interest LT7 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LT7 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

52

REMIC II Regular Interest LT7 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT7 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT7 on such Distribution Date.

REMIC II Regular Interest LT8 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LT8 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT8 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT8 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT8 on such Distribution Date.

REMIC II Regular Interest LTAII : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LTAII shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTAII Principal Distribution Amount : For any Distribution Date, the amount distributed as principal to the Group II Senior Certificates on such Distribution Date.

REMIC II Regular Interest LTAIII : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LTAIII shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTAIII Principal Distribution Amount : For any Distribution Date, the amount distributed as principal to the Group III Senior Certificates on such Distribution Date.

REMIC II Regular Interest LTAIV : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and held as an asset of REMIC III. REMIC II Regular Interest LTAIV shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

53

REMIC II Regular Interest LTAIV Principal Distribution Amount : For any Distribution Date, the amount distributed as principal to the Group IV Senior Certificates on such Distribution Date.

REMIC Provisions : Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws.

REMIC Regular Interest : Any of the REMIC I, REMIC II and REMIC III Regular Interests.

REMIC III : The segregated pool of assets described in Section 4.07(b)(iii), which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made, and the beneficial interests in which shall be the REMIC III Regular Interests and Component III of the Class A-R Certificates.

REMIC III Available Distribution Amount : For any Distribution Date, the amounts deemed distributed with respect to the REMIC II Regular Interests pursuant to Section 4.07(c).

REMIC III Distribution Amount : For any Distribution Date, the REMIC III Available Distribution Amount shall be deemed distributed by REMIC III to Holders of the Certificates on account of the REMIC III Regular Interests and to the Class A-R Certificates in respect of Component III thereof, as follows: to each REMIC III Regular Interest (a) first, to those REMIC III Regular Interests related to the Senior Certificates accrued interest thereon at the applicable Uncertificated Pass-Through Rate for such Distribution Date, as reduced in the case of the REMIC III Regular Interest related to the Group I Senior Certificates by any REMIC III Net Negative Amortization allocated thereto, and any such accrued interest remaining unpaid in respect of prior Distribution Dates, (b) second, to those REMIC III Regular Interests related to the Senior Certificates in respect of the principal balance thereof, the amount distributed in respect of principal on the Related Class or Classes of Certificates or Components, as applicable, (c) third to the REMIC III Regular Interests related to the Class B Certificates, in the same priority as payments of interest and principal are made to the related Classes of Class B Certificates, interest thereon at the applicable Uncertificated Pass-Through Rate and principal in the same amount distributed to the related Class of Certificates (with such amounts having the same character as interest or principal with respect to the REMIC III Regular Interest as they have with respect to such Certificates). Any remaining amount of the REMIC III Available Distribution Amount shall be distributed to Holders of the Class A-R Certificates in respect of Component III thereof.

REMIC III Interests : The REMIC III Regular Interests and Component III of the Class A-R Certificates.

REMIC III Net Deferred Interest : For any Distribution Date, Net Deferred Interest for Loan Group I for such Distribution Date shall be allocated to the REMIC III Regular Interests in

54

each case in the same amount as such Net Deferred Interest is allocated to the Related Class of Certificates. Such allocated amount shall reduce the amount of interest currently distributable with respect to such REMIC III Regular Interest and shall be added to the Principal Balance thereof as of such Distribution Date.

REMIC III Realized Losses : Each REMIC III Regular Interest will be allocated those Realized Losses that are allocated to the Related Class of Certificates or Components, as applicable, in reduction of the interest or principal attributes thereof to the same extent that such Realized Losses reduced the corresponding attributes of such Related Certificates or Components, as applicable.

REMIC III Regular Interest : As defined in the Preliminary Statement hereto under “REMIC III.”

REO Property : A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Request for Release : The Request for Release submitted by the Master Servicer to the Trustee, substantially in the form of Exhibits M and N, as appropriate.

Required Insurance Policy : With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

Residual Certificates : As specified in the Preliminary Statement.

Residual Distribution Amount : For any Distribution Date, with respect to the Component I of the Class A-R Certificate, any portion of the REMIC I Available Distribution Amount remaining after all distributions of the REMIC I Available Distribution Amount pursuant to the definition of “REMIC I Distribution Amount” (other than the distributions pursuant to the last clause thereof).

For any Distribution Date, with respect to Component II of the Class A-R Certificate, any portion of the REMIC II Available Distribution Amount remaining after all distributions of the REMIC II Available Distribution Amount pursuant to the definition of “REMIC II Distribution Amount” (other than the distributions pursuant to the last clause thereof).

For any Distribution Date, with respect to Component III of the Class A-R Certificate, any portion of the REMIC III Available Distribution Amount remaining after all distributions of the REMIC III Available Distribution Amount pursuant to the definition of “REMIC III Distribution Amount” (other than the distributions pursuant to the last clause thereof).

Upon termination of the obligations created by this Agreement and liquidation of REMIC I, REMIC II and REMIC III, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the REMIC I Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions set forth therein, shall be distributed to Components I, II and III of the Class A-R Certificate in accordance with the preceding sentences of this definition as if the date of such distribution were a Distribution Date.

55

Responsible Officer : When used with respect to the Trustee, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Restricted Classes : As defined in Section 4.02(d).

SBMC : Secured Bankers Mortgage Company.

SBMC Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among SBMC, the Seller, the Depositor and the Master Servicer.

SBMC Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the SBMC Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

SBMC Sale Agreement : That certain Master Sale and Interim Servicing Agreement, dated as of January 7, 2005, between SBMC and the Seller, including any commitment letters entered into with respect to the SBMC Mortgage Loans pursuant to such agreement.

Scheduled Payment : The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal or interest on such Mortgage Loan which, unless otherwise specified in this Agreement, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

Securities Act : The Securities Act of 1933.

Security Agreement : With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related Cooperative Shares.

Seller : Belvedere Trust Finance Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor, and its successors in such capacity.

Senior Certificate Group : As specified in the Preliminary Statement.

Senior Certificates : As specified in the Preliminary Statement.

Senior Credit Support Depletion Date : With respect to the Senior Certificates, the first Distribution Date on which the aggregate Class Certificate Balance of the Subordinated Certificates has been reduced to zero.

Senior Percentage : As to any Distribution Date and any Senior Certificate Group, the percentage equivalent of a fraction the numerator of which is the aggregate of the Class Certificate Balances of each Class of Senior Certificates of such Senior Certificate Group (other than the Notional Amount Components and Notional Amount Certificates, as applicable) immediately prior to such Distribution Date and the denominator of which is the aggregate of the

56

Stated Principal Balance of each Mortgage Loan in the related Loan Group as of the Due Date in the month preceding the month of such Distribution Date; provided , however , that on any Distribution Date after the third Senior Termination Date, the Senior Percentage for the Senior Certificates of the remaining related Senior Certificate Group is the percentage equivalent of a fraction, the numerator of which is the aggregate of the Class Certificate Balances of each such Class of Senior Certificates (other than the Notional Amount Components and Notional Amount Certificates, as applicable) immediately prior to such Distribution Date and the denominator of which is the aggregate of the Class Certificate Balances of all Classes of Certificates (other than the Notional Amount Components and Notional Amount Certificates, as applicable) immediately prior to such Distribution Date. In no event will any Senior Percentage be greater than 100%.

Senior Prepayment Percentage : As to any Senior Certificate Group and any Distribution Date during the ten years beginning on the first Distribution Date, 100%. The related Senior Prepayment Percentage for any Senior Certificate Group for any Distribution Date occurring on or after the tenth anniversary of the first Distribution Date will, except as provided in this Agreement, be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior Percentage plus 60% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior Percentage plus 40% of the related Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date (unless on any Distribution Date the related Senior Percentage exceeds the Senior Percentage of such Senior Certificate Group as of the Closing Date, in which case the related Senior Prepayment Percentage for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in the related Senior Prepayment Percentage will occur unless both of the Senior Step Down Conditions are satisfied with respect to each Loan Group related to such Senior Certificate Group. Notwithstanding the foregoing, if the Two Times Test is satisfied on a Distribution Date, the Senior Prepayment Percentage for such Senior Certificate Group will equal, if such Distribution Date is (x) prior to the Distribution Date in February 2008, the related Senior Percentage for such Distribution Date plus 50% of the related Subordinated Percentage for that Distribution Date and (y) on or after the Distribution Date in February 2008, the related Senior Percentage.

Senior Principal Distribution Amount : As to any Distribution Date and any Senior Certificate Group, the sum of (i) the related Senior Percentage of all amounts described in clauses (i) through (iv) of the definition of “Principal Amount” with respect to the related Loan Group for such Distribution Date, (ii) with respect to any Mortgage Loan in the related Loan Group that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of the related (a) Senior Percentage of the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month of that Distribution Date and (b) Senior Prepayment Percentage of the amount of the net Liquidation Proceeds allocable to principal received on the Mortgage Loan and (iii) (a) with respect to Certificate Group I only, the Senior Prepayment Percentage of the amount described in clause (vi) of the definition of “Principal Amount” for such Distribution Date and (b) with respect to each Certificate Group other than Certificate Group I, the related Senior Prepayment

57

Percentage of the amount described in clause (vii) of the definition of “Principal Amount” for the related Loan Group for such Distribution Date; provided , however , on any Distribution Date after the third Senior Termination Date, the Senior Principal Distribution Amount for the related remaining Senior Certificate Groups will be calculated pursuant to the above formula based on all the Mortgage Loans, as opposed to the Mortgage Loans in the related Loan Group.

Senior Step Down Conditions : As of the first Distribution Date as to which any decrease in the Senior Prepayment Percentage applies and with respect to the Mortgage Loans in each Loan Group, (i) the aggregate Stated Principal Balance of all Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure, REO Property and Mortgage Loans the Mortgagors of which are in bankruptcy) (averaged over the preceding six month period), as a percentage of (a) if such date is on or prior to the third Senior Termination Date, the Subordinated Percentage for such Loan Group of the aggregate Stated Principal Balances of the Mortgage Loans in that Loan Group or (b) if such date is after the third Senior Termination Date, the aggregate Class Certificate Balance of the Subordinated Certificates for such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses on all Mortgage Loans do not exceed: (a) for the Distribution Date on the tenth anniversary of the first Distribution Date, 30% of the Original Subordinate Principal Balance, (b) for the Distribution Date on the eleventh anniversary of the first Distribution Date, 35% of the Original Subordinate Principal Balance, (c) for the Distribution Date on the twelfth anniversary of the first Distribution Date, 40% of the Original Subordinate Principal Balance, (d) for the Distribution Date on the thirteenth anniversary of the first Distribution Date, 45% of the Original Subordinate Principal Balance and (e) for the Distribution Date on the fourteenth anniversary of the first Distribution Date, 50% of the Original Subordinate Principal Balance.

Senior Termination Date : For each Senior Certificate Group, the Distribution Date on which the Class Certificate Balances of the related Classes of Senior Certificates have been reduced to zero.

Servicing Advances : All customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by the Master Servicer of its servicing obligations, including the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any expenses reimbursable to the Master Servicer pursuant to Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Section 3.09.

Servicing Officer : Any officer of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee by the Master Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended.

SFPC : Swiss Re Financial Products Corporation.

Special Hazard Loss : Any Realized Loss suffered by a Mortgaged Property on account of direct physical loss but not including any loss (i) of a type covered by a hazard insurance policy or a flood insurance policy required to be maintained with respect to such Mortgaged Property pursuant to Section 3.09 to the extent of the amount of such loss covered thereby or (ii) caused by or resulting from:

(a) normal wear and tear;

58

(b) fraud, conversion or other dishonest act on the part of the Trustee, the Master Servicer or any of their agents or employees (without regard to any portion of the loss not covered by any errors and omissions policy);

(c) errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss;

(d) nuclear or chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term “Special Hazard Loss”;

(e) hostile or warlike action in time of peace and war, including action in hindering, combating or defending against an actual, impending or expected attack:

1. by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces; or

2. by military, naval or air forces; or

3. by an agent of any such government, power, authority or forces;

(f) any weapon of war employing nuclear fission, fusion or other radioactive force, whether in time of peace or war; or

(g) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority or risks of contraband or illegal transportation or trade.

Special Hazard Mortgage Loan : A Liquidated Mortgage Loan as to which a Special Hazard Loss has occurred.

S&P or Standard & Poor’s : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. If S&P is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to S&P shall be Standard & Poor’s Ratings Services, 55 Water Street, New York, New York 10041, Attention: Mortgage Surveillance Monitoring, or such other address as S&P may hereafter furnish to the Depositor and the Master Servicer.

Startup Day : The Closing Date.

59

Stated Principal Balance : As to any Mortgage Loan and Due Date, the unpaid principal balance of such Mortgage Loan as of such Due Date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any (i) previous partial Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidated Mortgage Loan), (ii) Subsequent Recoveries and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor and (iii) with respect to Loan Group I only, Deferred Interest added to the principal balance of that Mortgage Loan in Loan Group I pursuant to the terms of the related Mortgage Note on or prior to that Due Date.

Streamlined Documentation Mortgage Loan : Any Mortgage Loan originated pursuant to Countrywide Home Loan Inc.’s Streamlined Loan Documentation Program then in effect.

Subordinated Certificates : As specified in the Preliminary Statement.

Subordinated Percentage : For any Distribution Date and any Loan Group, (i) on and prior to the third Senior Termination Date, 100% minus the Senior Percentage for the Senior Certificate Group relating to such Loan Group for such Distribution Date and (ii) after the third Senior Termination Date, 100% minus the Senior Percentage for such Distribution Date.

Subordinated Portion : For any Distribution Date and any Loan Group, an amount equal to the aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group as of the Due Date in the month prior to the month of such Distribution Date, minus the aggregate Class Certificate Balances of the related Classes of Senior Certificates immediately prior to such Distribution Date.

Subordinated Prepayment Percentage : As to any Distribution Date and any Loan Group, 100% minus the related Senior Prepayment Percentage for such Distribution Date.

Subordinated Principal Distribution Amount : With respect to any Distribution Date, the Subordinated Certificates and any Loan Group, the sum of the following amounts for each Loan Group: an amount equal to the excess of (i) the sum, not less than zero, of (a) the Subordinated Percentage of all amounts described in clauses (i) through (iv) of the definition of “Principal Amount” for that Loan Group and that Distribution Date, (b) with respect to each Mortgage Loan in that Loan Group that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the Liquidation Proceeds allocated to principal received with respect thereto remaining after application thereof pursuant to clause (ii) of the definition of “Senior Principal Distribution Amount,” up to the related Subordinated Percentage for such Loan Group of the Stated Principal Balance of that Mortgage Loan and (c) (1) with respect to Certificate Group I only, the Senior Prepayment Percentage of the amount described in clause (vi) of the definition of “Principal Amount” for such Distribution Date and (2) with respect to each Certificate Group other than Certificate Group I, the related Senior Prepayment Percentage of the amount described in clause (vii) of the definition of “Principal Amount” for the related Loan Group for such Distribution Date less (ii) any Transfer Payments Made for such Loan Group; provided , however , that on any Distribution Date after the third Senior Termination Date, the Subordinated Principal Distribution Amount will not be calculated by Loan Group but

60

will equal the amount calculated pursuant to the above formula based on the applicable Subordinated Percentage and Subordinated Prepayment Percentage for the Subordinated Certificates for such Distribution Date with respect to all of the Mortgage Loans, as opposed to the Mortgage Loans in the related Loan Group.

Subsequent Recoveries : As to any Distribution Date, with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar month, unexpected amounts received by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.08) specifically related to such Liquidated Mortgage Loan.

Subservicer : Any person to whom the Master Servicer has contracted for the servicing of all or a portion of the Mortgage Loans pursuant to Section 3.02.

Substitute Mortgage Loan : A Mortgage Loan substituted by the Depositor for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit M, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than six months less than that of) the Deleted Mortgage Loan; (v) have a Maximum Mortgage Rate no lower than and not more than 1% per annum higher than that of the Deleted Mortgage Loan; (vi) have a Minimum Mortgage Rate specified in its related mortgage note not more than 1% per annum higher or lower than the Minimum Mortgage Rate of the Deleted Mortgage Loan; (vii) have the same Mortgage Index, Mortgage Index reset period, Maximum Negative Amortization (if applicable), Periodic Rate Cap, payment cap and reset provisions as the Deleted Mortgage Loan and a Gross Margin not more than 1% per annum higher or lower than that of the Deleted Mortgage Loan; (viii) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan; and (ix) comply on the date of substitution with each representation and warranty set forth in Section 2.03.

Substitution Adjustment Amount : The meaning ascribed to such term pursuant to Section 2.03(b).

Tax Matters Person : The person designated as “tax matters person” in the manner provided under Treasury Regulation § 1.860F-4(d) and temporary Treasury Regulation § 301.6231(a)(7)-1T. The Holder of the largest percentage interest in the Class A-R Certificates shall be the Tax Matters Person for each REMIC formed hereunder, as more particularly set forth in Section 8.11. The Trustee, or any successor thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the related Tax Matters Person.

Tax Matters Person Certificate : The Class A-R Certificate with a Denomination of $0.01.

Transfer : Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

61

Transfer Payment Made : As defined in Section 4.05.

Transfer Payment Received : As defined in Section 4.05.

Transferor : With respect to the 1st Service Bank Mortgage Loans, 1st Service Bank; with respect to the Countrywide Mortgage Loans, Countrywide Home Loans, Inc.; with respect to the E-LOAN Mortgage Loans, E-LOAN, Inc.; with respect to the Fidelity Mortgage Loans, Fidelity; with respect to the LPB Mortgage Loans, LPB; with respect to the National City Mortgage Loans, National City; with respect to the NBC Mortgage Loans, NBC; with respect to the Quicken Mortgage Loans, Quicken; with respect to the SMBC Mortgage Loans, SMBC; with respect to the UMB Mortgage Loans, UMB; and with respect to the Washington Mutual Mortgage Loans, WMBFA.

Treasury Regulations : Regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary Treasury Regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Trust Fund : The corpus of the trust created under this Agreement consisting of (i) the Mortgage Loans and all interest and principal received on or with respect thereto after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance of the Mortgage Loans; (ii) the Certificate Account, the Distribution Account, the Carryover Reserve Fund and the Yield Maintenance Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the 1st Service Bank Purchase Agreement pursuant to the 1st Service Bank Acknowledgement in respect of the 1st Service Bank Mortgage Loans; (v) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the Countrywide Purchase Agreement pursuant to the Countrywide Acknowledgement in respect of the Countrywide Mortgage Loans; (vi) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the E-LOAN Purchase Agreement pursuant to the E-LOAN Acknowledgement in respect of the E-LOAN Mortgage Loans; (vii) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the Fidelity Purchase Agreement pursuant to the Fidelity Acknowledgement in respect of the Fidelity Mortgage Loans; (ix) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the LPB Purchase Agreement pursuant to the LPB Acknowledgement in respect of the LPB Mortgage Loans; (x) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the National City Purchase Agreement pursuant to the National City Acknowledgement in respect of the National City Mortgage Loans; (xi) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the NBC Purchase Agreement pursuant to the NBC Acknowledgement in respect of the NBC Mortgage Loans; (xii) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the Quicken Purchase Agreement pursuant to the Quicken Acknowledgement in respect of the Quicken Mortgage Loans; (xiii) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the SMBC Purchase Agreement pursuant to the SMBC Acknowledgement in respect of the SMBC Mortgage Loans; (xiv) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the UMB Purchase Agreement

62

pursuant to the UMB Acknowledgement in respect of the UMB Mortgage Loans; (xv) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the Washington Mutual Sale Agreement pursuant to the Washington Mutual Acknowledgement in respect of the Washington Mutual Mortgage Loans; (xvi) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the Mortgage Loan Purchase Agreement; (xvii) all the right, title and interest of the Trustee (but none of its obligations) in, to and under the Yield Maintenance Agreements; and (xviii) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trustee : The Bank of New York, as trustee hereunder, and its successors in such capacity.

Trustee Advance Rate : With respect to any Advance made by the Trustee pursuant to Section 4.01(b), a per annum rate of interest determined as of the date of such Advance equal to the Prime Rate in effect on such date plus 5.00%.

Trustee Fee : As to any Distribution Date, an amount equal to one-twelfth of the Trustee Fee Rate multiplied by the Pool Stated Principal Balance of each Loan Group with respect to such Distribution Date.

Trustee Fee Rate : With respect to each Mortgage Loan, the per annum rate agreed upon in writing on or prior to the Closing Date by the Trustee and the Depositor.

Two Times Test : As to any Distribution Date and the Subordinated Certificates, if the (i) Subordinated Percentage for the Subordinated Certificates is at least 200% of the Subordinated Percentage as of the Closing Date, (ii) outstanding aggregate Stated Principal Balance of all Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure, REO Property and Mortgage Loans the Mortgagors of which are in bankruptcy) (averaged over the preceding six month period), as a percentage of (a) if such date is on or prior to the third Senior Termination Date, the Subordinated Percentage for such Loan Group of the aggregate Stated Principal Balances of the Mortgage Loans in that Loan Group or (b) if such date is after the third related Senior Termination Date, the aggregate Class Certificate Balance of the Subordinated Certificates does not equal or exceed 50% and (iii) cumulative Realized Losses on all the Mortgage Loans do not exceed, with respect to any Distribution Date (x) prior to February 2008, 20% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date or (y) on or after February 2008, 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date.

UCC : means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction.

UMB : United Medical Bank, FSB.

UMB Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among UMB, the Seller, the Depositor and the Master Servicer.

63

UMB Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the UMB Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

UMB Sale Agreement : That certain Master Sale and Interim Servicing Agreement, dated as of November 19, 2004, between UMB and the Seller, including any commitment letters entered into with respect to the UMB Mortgage Loans pursuant to such agreement.

Uncertificated Accrued Interest : With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month’s interest at the Uncertificated REMIC I Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate or Uncertificated REMIC III Pass-Through Rate, as applicable, on the Uncertificated Principal Balance of such REMIC Regular Interest. Uncertificated Accrued Interest for the REMIC I and REMIC II Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Accrued Interest for the REMIC III Regular Interests shall accrue on the same basis that interest accrues for the Related Class of Certificates. In each case, for purposes of the distributions, Uncertificated Accrued Interest will be reduced by the interest portion of any Realized Losses allocated, with respect to the REMIC I Regular Interests, to such REMIC Regular Interests pursuant to the definition of REMIC I Realized Losses, with respect to the REMIC II Regular Interests, to such REMIC Regular Interests pursuant to the definition of REMIC II Realized Losses and with respect to the REMIC III Regular Interests, to such REMIC Regular Interests pursuant to the definition of REMIC III Realized Losses.

Uncertificated Principal Balance : The principal amount of any REMIC I, REMIC II or REMIC III Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I, REMIC II and REMIC III Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its Initial Uncertificated Principal Balance under “REMIC I,” “REMIC II” and “REMIC III”, respectively. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular Interest, REMIC II Regular Interest and REMIC III Regular Interest shall be reduced, in the case of REMIC I Regular Interests, by the sum of the (i) principal portion of Realized Losses allocated to the REMIC I Regular Interests in accordance with the definition of REMIC I Realized Loss and (ii) amounts deemed distributed on each Distribution Date in respect of principal on the REMIC I Regular Interests pursuant to Section 4.07(c), in the case of REMIC II Regular Interests, by the sum of the (i) principal portion of Realized Losses allocated to the REMIC II Regular Interests in accordance with the definition of REMIC II Realized Losses and (ii) amounts deemed distributed on each Distribution Date in respect of principal on the REMIC II Regular Interests pursuant to Section 4.07(c) and in the case of REMIC III Regular Interests, by the sum of the (i) principal portion of Realized Losses allocated to the REMIC III Regular Interests in accordance with the definition of REMIC III Realized Losses and (ii) amounts deemed distributed on each Distribution Date in respect of principal on the REMIC III Regular Interests pursuant to Section 4.07(c) and shall be increased by Net Deferred Interest for such Distribution Date, in the case of the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests, as provided in the definition of REMIC I Net Deferred Interest, REMIC II Net Deferred Interest and REMIC III Net Deferred Interest, respectively.

64

Uncertificated REMIC I Pass-Through Rate : For any REMIC I Regular Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under “REMIC I”.

Uncertificated REMIC II Pass-Through Rate : For any REMIC II Regular Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under “REMIC II”.

Uncertificated REMIC III Pass-Through Rate : For any REMIC III Regular Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under “REMIC III”.

Undercollateralized Group : As defined in Section 4.05.

Underwriter’s Exemption : Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002) or any substantially similar administrative exemption granted by the United States Department of Labor.

United States : means the United States of America.

Voting Rights : The portion of the voting rights of all of the Certificates which is allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to each Class of Class X Certificates, if any (such Voting Rights to be allocated among the holders of Certificates of each such Class in accordance with their respective Percentage Interests), and (b) the remaining Voting Rights (or 100% of the Voting Rights if there is no Class X Certificate) shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on such date.

Washington Mutual Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of January 1, 2005, among WMBFA, the Seller, the Depositor and the Master Servicer.

Washington Mutual Mortgage Loans : Those certain Mortgage Loans purchased by the Seller pursuant to the Washington Mutual Sale Agreement and sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement and that are identified as such on the Mortgage Loan Schedule.

Washington Mutual Sale Agreement : That certain Master Sale and Interim Servicing Agreement, dated as of February 1, 2004, among WMBFA, Washington Mutual Bank and the Seller, including any commitment letters entered into with respect to the Washington Mutual Mortgage Loans pursuant to such agreement.

Weighted Average Adjusted Net Mortgage Rate : As to any Distribution Date and any Loan Group, the average of the Adjusted Net Mortgage Rate of each Mortgage Loan in such Loan Group, weighted on the basis of its Stated Principal Balance as of the end of the Prepayment Period related to the immediately preceding Distribution Date.

WMBFA : Washington Mutual Bank, FA.

65

Yield Maintenance Account : The separate trust account maintained and held by the Trustee pursuant to Section 3.05(e), which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the trust on behalf of the Class I-A-1, Class I-A-2, Class I-A-X , Class B-X and Subordinated Certificateholders, and which account provides that the Trustee may make, or cause to be made, withdrawals therefrom in accordance with Section 3.05(e).

Yield Maintenance Agreements : The transactions evidenced by the related Confirmation, each dated as of January 28, 2005, and any other related documents thereto, which shall be an asset of the Trust Fund.

Yield Maintenance Available Payment Amount : For the Class I-A-1 and Class I-A-2 Certificates and any Distribution Date from and including March 2005 to and including March 2013, the lesser of (i) the amounts received by the Trustee pursuant to the related Yield Maintenance Agreement for such Distribution Date and deposited by the Trustee into the Yield Maintenance Account in accordance with Section 3.05(e) and (ii) the product of (a) a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 360, (b) the excess, if any, of (x) LIBOR, subject to a maximum of 10.50%, over (y) the related Cap Strike Rate and (c) the lesser of (1) the aggregate Class Principal Balance of the Class I-A-1 and Class I-A-2 Certificates immediately prior to such Distribution Date and (2) the related Yield Maintenance Notional Balance for such Distribution Date.

For the Subordinated Certificates and any Distribution Date from and including March 2005 to and including December 2009, the lesser of (i) the amounts received by the Trustee pursuant to the related Yield Maintenance Agreement for such Distribution Date and deposited by the Trustee into the Yield Maintenance Account in accordance with Section 3.05(e) and (ii) the product of (a) a fraction, the numerator of which is the 360 and the denominator of which is 30, (b) the excess, if any, of (x) LIBOR, subject to a maximum of 10.50%, over (y) the related Cap Strike Rate and (c) the lesser of (1) the aggregate Class Principal Balance of the Subordinated Certificates immediately prior to such Distribution Date and (2) the related Yield Maintenance Notional Balance for such Distribution Date.

Yield Maintenance Notional Balance : For the Yield Maintenance Agreement related to the Class I-A-1 and Class I-A-2 Certificates and any Distribution Date from and including March 2005 to and including March 2013, the corresponding amount listed for such Distribution Date in Annex III of the Prospectus Supplement. After the Distribution Date in March 2013, the related Yield Maintenance Notional Balance will be equal to zero and the related Yield Maintenance Agreement shall terminate.

For the Yield Maintenance Agreement related to the Subordinated Certificates and any Distribution Date from and including March 2005 t