POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 6/10/2005

POOLING AND SERVICING AGREEMENT, Parties: chaseflex trust series 20 , jpmorgan chase bank n.a. , wachovia bank n.a.

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EXECUTION COPY

CHASE MORTGAGE FINANCE CORPORATION,

DEPOSITOR,

JPMORGAN CHASE BANK, N.A.,

SERVICER

AND

WACHOVIA BANK, N.A.,

TRUSTEE

POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2005

$655,068,856

Multi-Class Mortgage Pass-Through Certificates

Series 2005-2

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ARTICLE I DEFINITIONS................................................................................1

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST FUND..................................................37

Section 2.01 Conveyance of Mortgage Loans.....................................................37

Section 2.02 Acceptance by Trustee............................................................40

Section 2.03 Trust Fund; Authentication of Certificates.......................................41

Section 2.04 REMIC Elections..................................................................42

Section 2.05 Permitted Activities of Trust....................................................46

Section 2.06 Qualifying Special Purpose Entity................................................46

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND

THE SERVICER; REPURCHASE OF MORTGAGE LOANS ...............................................46

Section 3.01 Representations and Warranties of the Depositor with respect to the

Mortgage Loans...................................................................46

Section 3.02 Representations and Warranties of the Servicer...................................54

Section 3.03 Option to Substitute.............................................................54

ARTICLE IV THE CERTIFICATES..........................................................................55

Section 4.01 The Certificates.................................................................55

Section 4.02 Registration of Transfer and Exchange of Certificates............................57

Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates................................60

Section 4.04 Persons Deemed Owners............................................................61

Section 4.05 Appointment of Paying Agent, Certificate Registrar

and Backup Advancer; Certificate Account ........................................61

Section 4.06 Authenticating Agents............................................................62

ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................63

Section 5.01 Servicer to Service Mortgage Loans...............................................63

Section 5.02 Sub-Servicing Agreements Between Servicer and Sub-Servicers;

Enforcement of Sub-Servicer's Obligations........................................64

Section 5.03 Successor Sub-Servicers..........................................................64

Section 5.04 Liability of the Servicer........................................................64

Section 5.05 No Contractual Relationship Between Sub-Servicer and

Trustee or Certificateholders....................................................65

Section 5.06 Termination of Sub-Servicing Agreement...........................................65

Section 5.07 Collection of Mortgage Loan Payments.............................................65

Section 5.08 Establishment of Collection Account; Deposit in Collection Account...............65

Section 5.09 Permitted Withdrawals from the Collection Account................................66

Section 5.10 Establishment of Escrow Account; Deposits in Escrow Account......................67

Section 5.11 Permitted Withdrawals from Escrow Account........................................67

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Section 5.12 Payment of Taxes, Insurance and Other Charges....................................68

Section 5.13 Transfer of Accounts.............................................................68

Section 5.14 [Reserved].......................................................................68

Section 5.15 Maintenance of the Primary Insurance Policies....................................68

Section 5.16 Maintenance of Standard Hazard Policies..........................................68

Section 5.17 [Reserved].......................................................................69

Section 5.18 [Reserved].......................................................................69

Section 5.19 Fidelity Bond and Errors and Omissions Insurance.................................69

Section 5.20 Collections under Insurance Policies; Enforcement of

Due-On-Sale Clauses; Assumption Agreements.......................................69

Section 5.21 Income and Realization from Defaulted Mortgage Loans.............................70

Section 5.22 Trustee to Cooperate; Release of Mortgage Files..................................71

Section 5.23 Servicing and Other Compensation.................................................73

Section 5.24 1934 Act Reports.................................................................73

Section 5.25 Annual Statement as to Compliance................................................74

Section 5.26 Annual Independent Public Accountants' Servicing Report..........................74

Section 5.27 Access to Certain Documentation; Rights of the Depositor

in Respect of the Servicer.......................................................74

Section 5.28 REMIC-Related Covenants..........................................................74

ARTICLE VI PAYMENTS TO THE CERTIFICATEHOLDERS........................................................76

Section 6.01 Distributions....................................................................76

Section 6.02 Statements to the Certificateholders.............................................83

Section 6.03 Advances by the Servicer.........................................................85

Section 6.04 Allocation of Realized Losses....................................................86

Section 6.05 Compensating Interest; Allocation of Certain Interest Shortfalls.................87

Section 6.06 Subordination....................................................................88

Section 6.07 Determination of LIBOR...........................................................88

ARTICLE VII REPORTS TO BE PREPARED BY THE SERVICER....................................................89

Section 7.01 Servicer Shall Provide Information as Reasonably Required........................89

Section 7.02 Federal Information Returns and Reports to Certificateholders....................89

ARTICLE VIII THE DEPOSITOR AND THE SERVICER............................................................90

Section 8.01 Indemnification; Third Party Claims..............................................90

Section 8.02 Merger or Consolidation of the Depositor or the Servicer.........................90

Section 8.03 Limitation on Liability of the Depositor, the Servicer, the Trustee and Others...91

Section 8.04 Depositor and Servicer Not to Resign.............................................91

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Section 8.05 Successor to the Servicer........................................................92

Section 8.06 Maintenance of Ratings...........................................................93

ARTICLE IX DEFAULT...................................................................................93

Section 9.01 Events of Default................................................................93

Section 9.02 Waiver of Defaults...............................................................94

Section 9.03 Trustee to Act; Appointment of Successor.........................................94

Section 9.04 Notification to Certificateholders and the Rating Agencies.......................94

ARTICLE X CONCERNING THE TRUSTEE....................................................................94

Section 10.01 Duties of Trustee................................................................95

Section 10.02 Certain Matters Affecting the Trustee............................................95

Section 10.03 Trustee Not Liable for Certificates or Mortgage Loans............................96

Section 10.04 Trustee May Own Certificates.....................................................96

Section 10.05 Fees and Expenses................................................................96

Section 10.06 Eligibility Requirements for Trustee.............................................97

Section 10.07 Resignation and Removal of the Trustee...........................................97

Section 10.08 Successor Trustee................................................................98

Section 10.09 Merger or Consolidation of Trustee...............................................98

Section 10.10 Appointment of Co-Trustee or Separate Trustee....................................98

Section 10.11 Appointment of Office or Agency..................................................99

ARTICLE XI TERMINATION...............................................................................99

Section 11.01 Termination......................................................................99

ARTICLE XII MISCELLANEOUS PROVISIONS.................................................................101

Section 12.01 Severability of Provisions......................................................101

Section 12.02 Limitation on Rights of Certificateholders......................................101

Section 12.03 Amendment.......................................................................102

Section 12.04 Counterparts....................................................................102

Section 12.05 Duration of Agreement...........................................................102

Section 12.06 Governing Law...................................................................102

Section 12.07 Notices.........................................................................102

Section 12.08 Further Assurances..............................................................103

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EXHIBIT A MORTGAGE LOAN SCHEDULE

EXHIBIT B CONTENTS OF MORTGAGE FILE

EXHIBIT C FORMS OF CLASS A CERTIFICATES

EXHIBIT D FORM OF CLASS M CERTIFICATE

EXHIBIT E FORMS OF CLASS B CERTIFICATES

EXHIBIT F FORM OF CLASS A-R CERTIFICATE

EXHIBIT G FORM OF TRUSTEE CERTIFICATION

EXHIBIT H FORM OF INVESTMENT LETTER

EXHIBIT I FORM OF RULE 144A INVESTMENT LETTER

EXHIBIT J FORM OF SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT

EXHIBIT K FORM OF CLASS A-R TRANSFEREE LETTER

EXHIBIT K-1 FORM OF CLASS A-R TRANSFEROR LETTER

EXHIBIT L REQUEST FOR RELEASE OF DOCUMENTS

EXHIBIT M FORM OF ERISA REPRESENTATION LETTER

EXHIBIT N FORM OF OFFICER'S CERTIFICATE (SERVICER)

EXHIBIT O FORM OF OFFICER'S CERTIFICATE (PAYING AGENT)

EXHIBIT P LETTER OF REPRESENTATIONS

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This Pooling and Servicing Agreement, dated as of May 1, 2005, is

executed among Chase Mortgage Finance Corporation, as depositor (together with

its permitted successors and assigns, the "Depositor"), JPMorgan Chase Bank,

N.A. ("Chase"), as servicer (together with its permitted successors and assigns,

the "Servicer") and Wachovia Bank, N.A., as trustee (together with its permitted

successors and assigns, the "Trustee").

In consideration of the premises and the mutual agreements hereinafter

set forth, the Depositor, the Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

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

context otherwise requires, shall have the following meanings:

ACCEPTED SERVICING PRACTICES: With respect to any Mortgage Loan, those

mortgage servicing practices (including collection procedures) of prudent

mortgage banking institutions which service mortgage loans of the same type as

such Mortgage Loan in the jurisdiction where the related Mortgaged Property (or

Underlying Mortgaged Property, in the case of a Co-op Loan) is located, and

which are in accordance with FNMA servicing practices and procedures for MBS

pool mortgages (as defined in the FNMA Guides including future updates).

ADVANCE: The aggregate of the advances made by the Servicer with

respect to a particular Distribution Date pursuant to Section 6.03.

AFFILIATE: With respect to any specified Person, any other Person

controlling, controlled by or under common control with such Person. For the

purposes of this definition, "control" means the power to direct the management

and policies of a Person, directly or indirectly, whether through ownership of

voting securities, by contract or otherwise; and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.

AGENCY & TRUST OFFICE: The principal office of the Trustee at which at

any particular time its corporate trust business shall be administered, which

office at the date of execution of this instrument is located at 401 South Tryon

Street, 12th Floor NC1179, Charlotte, North Carolina 28288-1179.

AGGREGATE CLASS A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an

amount equal to the sum of the Class 1-A1 Interest Accrual Amount, the Class

1-A2 Interest Accrual Amount, the Class 2-A1 Interest Accrual Amount, the Class

2-A2 Interest Accrual Amount, the Class 3-A1 Interest Accrual Amount, the Class

3-A2 Interest Accrual Amount, the Class 3-A3 Interest Accrual Amount, the Class

3-A4 Interest Accrual Amount, the Class 4-A1 Interest Accrual Amount, the Class

4-A2 Interest Accrual Amount, the Class 4-A3 Interest Accrual Amount, the Class

5-A1 Interest Accrual Amount, the Class 5-A2 Interest Accrual Amount, the Class

5-A3 Interest Accrual Amount, the Class 5-A4 Interest Accrual Amount, the Class

5-A5 Interest Accrual Amount, the Class 5-A6 Interest Accrual Amount, the Class

5-A7 Interest Accrual Amount, the Class 5-A8 Interest Accrual Amount, the Class

A-X Interest Accrual Amount and the Class A-R Interest Accrual Amount.

AGGREGATE CLASS A INTEREST SHORTFALL: On any Distribution Date, an

amount equal to the sum of the Class 1-A1 Shortfall, the Class 1-A2 Shortfall,

the Class 2-A1 Shortfall, the Class 2-A2 Shortfall, the Class 3-A1 Shortfall,

the Class 3-A2 Shortfall, the Class 3-A3 Shortfall, the Class 3-A4 Shortfall,

the Class 4-A1 Shortfall, the Class 4-A2 Shortfall, the Class 4-A3 Shortfall,

the Class 5-A1 Shortfall, the Class 5-A2 Shortfall, the Class 5-A3 Shortfall,

the Class 5-A4 Shortfall, the Class 5-A5 Shortfall, the Class 5-A6 Shortfall,

the Class 5-A7 Shortfall, the Class 5-A8 Shortfall, the Class A-X Shortfall and

the Class A-R Shortfall.

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AGREEMENT: This Pooling and Servicing Agreement and all amendments

hereof and supplements hereto.

APPRAISED VALUE: The value set forth in an appraisal or recertification

document made in connection with the origination of the related Mortgage Loan as

the value of the Mortgaged Property (or the related residential dwelling unit in

the Underlying Mortgaged Property, in the case of a Co-op Loan).

ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice of

transfer (or UCC-3 assignment (or equivalent instrument) with respect to each

Co-op Loan) or equivalent instrument, in recordable form (except in the case of

a Co-op Loan), sufficient under the laws of the jurisdiction where the related

Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op

Loan) is located to reflect of record the sale and assignment of the Mortgage

Loan to the Trustee, which assignment, notice of transfer or equivalent

instrument may, if permitted by law, be in the form of one or more blanket

assignments covering Mortgages secured by Mortgaged Properties located in the

same county.

AUTHENTICATING AGENT: The meaning specified in Section 4.06.

AVAILABLE DISTRIBUTION AMOUNT: On any Distribution Date, an amount

equal to the amount on deposit in the Collection Account as of the close of

business two Business Days immediately preceding the related Distribution Date

(but prior to making any deposits into the Certificate Account on such date)

except:

(a) amounts received on particular Mortgage Loans as late payments

or other recoveries of principal or interest (including any Subsequent

Recoveries, Liquidation Proceeds, Insurance Proceeds and condemnation awards)

and respecting which the Servicer previously made an unreimbursed Advance of

such amounts;

(b) reimbursement for Nonrecoverable Advances and other amounts

permitted to be withdrawn by the Servicer pursuant to Section 5.09 from, or not

required to be deposited in, the Collection Account;

Distribution Date;

(d) amounts representing all or part of a Monthly Payment due (i) after

the related Due Period or (ii) on or prior to the Cut-off Date;

(e) all Repurchase Proceeds, Principal Prepayments, Liquidation

Proceeds, Insurance Proceeds, Subsequent Recoveries and condemnation awards with

respect to Mortgage Loans received after the related Principal Prepayment

Period, and all related payments of interest representing interest for any

period of time after the last day of the related Due Period for such Mortgage

Loans; and

(f) all income from Eligible Investments held in the Collection Account

for the account of the Servicer.

BACKUP ADVANCER: Initially, the Paying Agent acting with respect to the

obligation to make Advances under certain circumstances as set forth in Section

6.03.

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BANKRUPTCY AMOUNT: As of any date of determination, $207,899 minus all

Bankruptcy Losses on the Mortgage Loans, if any, previously allocated to the

Certificates in accordance with Section 6.04.

BANKRUPTCY CODE: Title 11 of the United States Code, as the same may be

amended from time to time.

BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Realized Loss

resulting from a Deficient Valuation or Debt Service Reduction.

BENEFICIAL HOLDER: A Person holding a beneficial interest in any

Book-Entry Certificate through a Participant or an Indirect Participant or a

Person holding a beneficial interest in any Definitive Certificate.

BOOK-ENTRY CERTIFICATES: The Class A Certificates (other than the Class

A-R Certificates), Class M Certificates, Class B-1 Certificates and Class B-2

Certificates, referred to collectively.

BUSINESS DAY: Any day other than (a) a Saturday or Sunday, (b) a legal

holiday in the State of New York or (c) a day on which banking institutions in

the State of New York are authorized or obligated by law or executive order to

be closed.

CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Distribution Date,

with respect to any Class of Subordinated Certificates, an amount, if any, equal

to the amount of principal distributable to such Class on any prior Distribution

Date that has not been so distributed and is not attributable to a Realized

Loss.

CASH LIQUIDATION: Recovery of all cash proceeds by the Servicer with

respect to the liquidation of any Mortgage Loan, including Insurance Proceeds

and other payments or recoveries (whether made at one time or over a period of

time) which the Servicer deems to be finally recoverable, in connection with the

sale, assignment or satisfaction of such Mortgage Loan, trustee's sale,

foreclosure sale or otherwise, but only if title to the related Mortgaged

Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan)

was not acquired by foreclosure or deed in lieu of foreclosure by the Servicer

pursuant to Section 5.21.

CERTIFICATE: Any Class A, Class M or Class B Certificate.

CERTIFICATE ACCOUNT: The account created and maintained pursuant to

Section 4.05.

CERTIFICATEHOLDER or HOLDER: The Person in whose name a Certificate is

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

giving any consent, waiver, request or demand pursuant to this Agreement, any

Certificate registered in the name of the Depositor, the Servicer, any

Sub-Servicer, or any of their respective Affiliates shall be disregarded and the

undivided Percentage Interest evidenced thereby shall not be taken into account

in determining whether the requisite amount of Percentage Interests necessary to

effect any such consent, waiver, request or demand has been obtained. The

Trustee and the Paying Agent shall be entitled to conclusively rely upon the

certificate of the Depositor or the Servicer as to the determination of which

Certificates are registered in the name of such Affiliates.

CERTIFICATE OWNER: Any Person who is the beneficial owner of a

Book-Entry Certificate registered in the name of the Depository or its nominee.

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CERTIFICATE RATE: The per annum rate of interest borne by each Class of

Certificates (other than the Class A-P Certificates), which rate shall equal (i)

6.00% with respect to the Class 1-A1, Class 2-A1, Class 3-A1, Class 4-A3 and

Class A-X Certificates, (ii) 6.50% with respect to the Class 1-A2 and Class 2-A2

Certificates, (iii) 7.50% with respect to the Class 3-A4 Certificates, (iv)

5.00% with respect to the Class A-R, Class 4-A1 and Class 5-A6 Certificates and

(v) 5.50% with respect to the Class 4-A2, Class 5-A1, Class 5-A2, Class 5-A3,

Class 5-A4, Class 5-A5, Class 5-A7 and Class 5-A8 Certificates. In the case of

the Class 3-A2 Certificates, the Certificate Rate with respect to the first

Distribution Date will be 3.59%, and as to any Distribution Date thereafter, the

Certificate Rate on the Class 3-A2 Certificates will equal the lesser of (A)

0.50% plus LIBOR and (B) 6.00%. In the case of the Class 3-A3 Certificates, the

Certificate Rate with respect to the first Distribution Date will be 2.41%, and

as to any Distribution Date thereafter, the Certificate Rate on the Class 3-A3

Certificates will equal 5.50% minus LIBOR, but not less than 0.00%. With respect

to any Distribution Date after the first Distribution Date, the Certificate Rate

on each Class of Subordinated Certificates shall equal the fraction, expressed

as a percentage, the numerator of which shall equal the sum of (i) the product

of (x) 6.00% and (y) the Subgroup 1-2 Subordinated Amount, (ii) the product of

(x) 6.50% and (y) the Subgroup 1-3 Subordinated Amount, (iii) the product of (x)

6.00% and (y) the Subgroup 2-2 Subordinated Amount, (iv) the product of (x)

6.50% and (y) the Subgroup 2-3 Subordinated Amount, (v) the product of (x) 6.00%

and (y) the Subgroup 3-2 Subordinated Amount, (vi) the product of (x) 7.50% and

(y) the Subgroup 3-3 Subordinated Amount, (vii) the product of (x) 5.00% and (y)

the Subgroup 4-1 Subordinated Amount, (viii) the product of (x) 5.50% and (y)

the Subgroup 4-2 Subordinated Amount, (ix) the product of (x) 6.00% and (y) the

Subgroup 4-3 Subordinated Amount and (x) the product of (x) 5.50% and (y) the

Subgroup 5-1 Subordinated Amount, and the denominator of which shall equal the

sum of the Subgroup 1-2 Subordinated Amount, the Subgroup 1-3 Subordinated

Amount, the Subgroup 2-2 Subordinated Amount, the Subgroup 2-3 Subordinated

Amount, the Subgroup 3-2 Subordinated Amount, the Subgroup 3-3 Subordinated

Amount, the Subgroup 4-1 Subordinated Amount, the Subgroup 4-2 Subordinated

Amount, the Subgroup 4-3 Subordinated Amount and the Subgroup 5-1 Subordinated

Amount. The Certificate Rate on each Class of Subordinated Certificates with

respect to the first Distribution Date will be 5.962%. For federal income tax

purposes, the Certificate Rate on each Class of Subordinate Certificates can be

expressed as a per annum rate equal to the weighted average of the interest

rates on the Lower-Tier REMIC Regular Interests ending with the designation "A"

weighted on the basis of their principal amounts immediately prior to such

Distribution Date. Interest with respect to each Class of Certificates (other

than the Class A-P Certificates) shall be calculated based on a 360 day year

comprised of twelve 30-day months.

CERTIFICATE REGISTER: The register maintained pursuant to Section 4.02.

CERTIFICATE REGISTRAR: The Person appointed by the Trustee as

Certificate Registrar pursuant to Section 4.05.

CERTIFICATE SUBGROUP: Any of Certificate Subgroup 1-2, Certificate

Subgroup 1-3, Certificate Subgroup 2-2, Certificate Subgroup 2-3, Certificate

Subgroup 3-2, Certificate Subgroup 3-3, Certificate Subgroup 4-1, Certificate

Subgroup 4-2, Certificate Subgroup 4-3 and Certificate Subgroup 5-1.

CERTIFICATE SUBGROUP 1-2: The Class A Subgroup 1-2 Certificates.

CERTIFICATE SUBGROUP 1-3: The Class A Subgroup 1-3 Certificates.

CERTIFICATE SUBGROUP 2-2: The Class A Subgroup 2-2 Certificates.

CERTIFICATE SUBGROUP 2-3: The Class A Subgroup 2-3 Certificates.

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CERTIFICATE SUBGROUP 3-2: The Class A Subgroup 3-2 Certificates.

CERTIFICATE SUBGROUP 3-3: The Class A Subgroup 3-3 Certificates.

CERTIFICATE SUBGROUP 4-1: The Class A Subgroup 4-1 Certificates.

CERTIFICATE SUBGROUP 4-2: The Class A Subgroup 4-2 Certificates.

CERTIFICATE SUBGROUP 4-3: The Class A Subgroup 4-3 Certificates.

CERTIFICATE SUBGROUP 5-1: The Class A Subgroup 5-1 Certificates.

CHASE: JPMorgan Chase Bank, N.A., a national banking association, or

its successor in interest.

CHF: Chase Home Finance LLC, a Delaware limited liability company, or

its successor in interest.

CLASS: Pertaining to the Class 1-A1, Class 1-A2, Class 2-A1, Class

2-A2, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 4-A1, Class 4-A2,

Class 4-A3, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4, Class 5-A5, Class

5-A6, Class 5-A7, Class 5-A8, Class A-X, Class A-P, Class A-R, Class M, Class

B-1, Class B-2, Class B-3, Class B-4, Class B-5 Certificates, any Lower-Tier

REMIC Interest or any Middle-Tier REMIC Interest, as the case may be.

CLASS 1-A1 CERTIFICATE: Any one of the Class 1-A1 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 1-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 1-A1 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 1-A1 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 1-A1 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 1-A1 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 1-A1 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 1-A1 Interest Accrual Amount over the

amount actually distributed to the Class 1-A1 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(A).

CLASS 1-A2 CERTIFICATE: Any one of the Class 1-A2 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 1-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 1-A2 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 1-A2 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 1-A2 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 1-A2 Certificates

on such Distribution Date pursuant to Section 6.05(d).

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CLASS 1-A2 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 1-A2 Interest Accrual Amount over the

amount actually distributed to the Class 1-A2 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(B).

CLASS 2-A1 CERTIFICATE: Any one of the Class 2-A1 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 2-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 2-A1 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 2-A1 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 2-A1 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 2-A1 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 2-A1 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 2-A1 Interest Accrual Amount over the

amount actually distributed to the Class 2-A1 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(C).

CLASS 2-A2 CERTIFICATE: Any one of the Class 2-A2 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 2-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 2-A2 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 2-A2 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 2-A2 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 2-A2 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 2-A2 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 2-A2 Interest Accrual Amount over the

amount actually distributed to the Class 2-A2 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(D).

CLASS 3-A1 CERTIFICATE: Any one of the Class 3-A1 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 3-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 3-A1 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 3-A1 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 3-A1 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 3-A1 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 3-A1 LOCKOUT PERCENTAGE: With respect to any Distribution Date

through May 2010, 0% and for any Distribution Date thereafter, the lesser of (i)

the product of (a) the quotient of (I) the Outstanding Certificate Principal

Balance of the Class 3-A1 Certificates and (II) the Outstanding Certificate

Principal Balance of the Class 3-A1 and Class 3-A2 Certificates and (b) the Step

Down Percentage, in each case immediately prior to such Distribution Date and

(ii) 100.00%.

<PAGE>

CLASS 3-A1 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date, will equal the product of (i) the Class 3-A1 Lockout

Percentage and (ii) the Class A Subgroup 3-2 Optimal Principal Amount.

CLASS 3-A1 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 3-A1 Interest Accrual Amount over the

amount actually distributed to the Class 3-A1 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(E).

CLASS 3-A2 CERTIFICATE: Any one of the Class 3-A2 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 3-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 3-A2 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 3-A2 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 3-A2 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 3-A2 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 3-A2 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 3-A2 Interest Accrual Amount over the

amount actually distributed to the Class 3-A2 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(F).

CLASS 3-A3 CERTIFICATE: Any one of the Class 3-A3 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 3-A3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Class 3-A3 Notional

Amount minus (i) any Compensating Interest Shortfall allocated to the Class 3-A3

Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any

Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the

Class 3-A3 Certificates on such Distribution Date pursuant to Section 6.05(c),

and (iii) any interest shortfall resulting from the Relief Act allocated to the

Class 3-A3 Certificates on such Distribution Date pursuant to Section 6.05(d).

CLASS 3-A3 NOTIONAL AMOUNT: With respect to any Distribution Date, an

amount equal to the Outstanding Certificate Principal Balance of the Class 3-A2

Certificates (prior to giving effect to distributions to made on such

Distribution Date). The Class 3-A3 Notional Amount for the first Distribution

Date will be $96,597,881.

CLASS 3-A3 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 3-A3 Interest Accrual Amount over the

amount actually distributed to the Class 3-A3 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(G).

CLASS 3-A4 CERTIFICATE: Any one of the Class 3-A4 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

<PAGE>

CLASS 3-A4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 3-A4 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 3-A4 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 3-A4 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 3-A4 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 3-A4 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 3-A4 Interest Accrual Amount over the

amount actually distributed to the Class 3-A4 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(H).

CLASS 4-A1 CERTIFICATE: Any one of the Class 4-A1 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 4-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 4-A1 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 4-A1 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 4-A1 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 4-A1 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 4-A1 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 4-A1 Interest Accrual Amount over the

amount actually distributed to the Class 4-A1 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(I).

CLASS 4-A2 CERTIFICATE: Any one of the Class 4-A2 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 4-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 4-A2 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 4-A2 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 4-A2 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 4-A2 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 4-A2 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 4-A2 Interest Accrual Amount over the

amount actually distributed to the Class 4-A2 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(J).

CLASS 4-A3 CERTIFICATE: Any one of the Class 4-A3 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

<PAGE>

CLASS 4-A3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 4-A3 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 4-A3 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 4-A3 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 4-A3 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 4-A3 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 4-A3 Interest Accrual Amount over the

amount actually distributed to the Class 4-A3 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(K).

CLASS 5-A1 CERTIFICATE: Any one of the Class 5-A1 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 5-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 5-A1 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 5-A1 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 5-A1 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 5-A1 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 5-A1 LOCKOUT PERCENTAGE: With respect to any Distribution Date

through May 2010, 0% and for any Distribution Date thereafter, the lesser of (i)

the product of (a) the quotient of (I) the Outstanding Certificate Principal

Balance of the Class 5-A1 Certificates and (II) the Outstanding Certificate

Principal Balance of the Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4, Class

5-A5, Class 5-A6 and Class 5-A7 Certificates and (b) the Step Down Percentage,

in each case immediately prior to such Distribution Date and (ii) 100.00%.

CLASS 5-A1 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date, will equal the product of (i) the Class 5-A1 Lockout

Percentage and (ii) the Class A Subgroup 5-1 Optimal Principal Amount.

CLASS 5-A1 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 5-A1 Interest Accrual Amount over the

amount actually distributed to the Class 5-A1 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(L).

CLASS 5-A2 CERTIFICATE: Any one of the Class 5-A2 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 5-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 5-A2 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 5-A2 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 5-A2 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 5-A2 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 5-A2 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 5-A2 Interest Accrual Amount over the

amount actually distributed to the Class 5-A2 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(M).

<PAGE>

CLASS 5-A3 CERTIFICATE: Any one of the Class 5-A3 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 5-A3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 5-A3 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 5-A3 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 5-A3 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 5-A3 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 5-A3 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 5-A3 Interest Accrual Amount over the

amount actually distributed to the Class 5-A3 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(N).

CLASS 5-A4 CERTIFICATE: Any one of the Class 5-A4 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 5-A4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 5-A4 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 5-A4 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 5-A4 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 5-A4 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 5-A4 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 5-A4 Interest Accrual Amount over the

amount actually distributed to the Class 5-A4 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(O).

CLASS 5-A5 CERTIFICATE: Any one of the Class 5-A5 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 5-A5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 5-A5 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 5-A5 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 5-A5 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 5-A5 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 5-A5 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 5-A5 Interest Accrual Amount over the

amount actually distributed to the Class 5-A5 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(P).

CLASS 5-A6 CERTIFICATE: Any one of the Class 5-A6 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

<PAGE>

CLASS 5-A6 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 5-A6 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 5-A6 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 5-A6 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 5-A6 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 5-A6 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 5-A6 Interest Accrual Amount over the

amount actually distributed to the Class 5-A6 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(Q).

CLASS 5-A7 CERTIFICATE: Any one of the Class 5-A7 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 5-A7 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 5-A7 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 5-A7 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 5-A7 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 5-A7 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 5-A7 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 5-A7 Interest Accrual Amount over the

amount actually distributed to the Class 5-A7 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(R).

CLASS 5-A8 CERTIFICATE: Any one of the Class 5-A8 Certificates,

executed by the Depositor and authenticated by the Trustee, senior in right of

payment to the Class M and Class B Certificates, substantially in the form of

the Class A Certificate set forth in Exhibit C hereto.

CLASS 5-A8 INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Outstanding

Certificate Principal Balance of the Class 5-A8 Certificates minus (i) any

Compensating Interest Shortfall allocated to the Class 5-A8 Certificates on such

Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest

Shortfall resulting from an Excess Loss allocated to the Class 5-A8 Certificates

on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest

shortfall resulting from the Relief Act allocated to the Class 5-A8 Certificates

on such Distribution Date pursuant to Section 6.05(d).

CLASS 5-A8 NOTIONAL AMOUNT: With respect to any Distribution Date, an

amount equal to the product of the Outstanding Certificate Principal Balance of

the Class 5-A6 Certificates (prior to giving effect to distributions to made on

such Distribution Date) and a fraction the numerator of which is 0.5% and the

denominator of which is 5.50%. The Class 5-A8 Notional Amount for the first

Distribution Date will be $546,727.

CLASS 5-A8 SHORTFALL: With respect to any Distribution Date, the amount

equal to the excess, if any, of the Class 5-A8 Interest Accrual Amount over the

amount actually distributed to the Class 5-A8 Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(S).

<PAGE>

CLASS A-X CERTIFICATE: Any one of the Class A-X Certificates, executed

by the Depositor and authenticated by the Trustee, senior in right of payment to

the Class M and Class B Certificates, substantially in the form of the Class A

Certificate set forth in Exhibit C hereto.

CLASS A-X INTEREST ACCRUAL AMOUNT: With respect to any Distribution

Date, one month's interest at the Certificate Rate on the Class A-X Notional

Amount minus (i) any Compensating Interest Shortfall allocated to the Class A-X

Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any

Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the

Class A-X Certificates on such Distribution Date pursuant to Section 6.05(c),

and (iii) any interest shortfall resulting from the Relief Act, allocated to the

Class A-X Certificates on such Distribution Date pursuant to Section 6.05(d).

CLASS A-X NOTIONAL AMOUNT: With respect to any Distribution Date, an

amount equal the product of the aggregate Scheduled Principal Balance of the

Subgroup 1-3, Subgroup 2-3 and Subgroup 4-3, respectively, Mortgage Components

having a Net Mortgage Rate greater than 6.50%, 6.50% and 6.00%, respectively,

and a fraction the numerator of which is the weighted average of the Stripped

Interest Rates of such Mortgage Components and the denominator of which is

6.00%. The Class A-X Notional Amount for the first Distribution Date will be

$1,141,826.

CLASS A-X SHORTFALL: With respect to any Distribution Date the amount

equal to the excess, if any, of the Class A-X Interest Accrual Amount over the

amount actually distributed to the Class A-X Certificateholders on such

Distribution Date pursuant to Section 6.01(b)(i)(T).

CLASS A CERTIFICATES: The Class 1-A1, Class 1-A2, Class 2-A1, Class

2-A2, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 4-A1, Class 4-A2,

Class 4-A3, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4, Class 5-A5, Class

5-A6, Class 5-A7, Class 5-A8, Class A-X, Class A-P and Class A-R Certificates,

referred to collectively.

CLASS A, CLASS M OR CLASS B: Pertaining to Class A Certificates, Class

M Certificates or Class B Certificates, as the case may be.

CLASS A PERCENTAGE: As of any Distribution Date, the fraction,

expressed as a percentage (which shall never exceed 100%), the numerator of

which is the Class A Principal Balance as of such Distribution Date and the

denominator of which is the outstanding Principal Balance of the Mortgage Loans

as of the immediately preceding Due Date.

CLASS A PRINCIPAL BALANCE: As of any Distribution Date, the sum of the

Class A Subgroup 1-2 Principal Balance, the Class A Subgroup 1-3 Principal

Balance, the Class A Subgroup 2-2 Principal Balance, the Class A Subgroup 2-3

Principal Balance, the Class A Subgroup 3-2 Principal Balance, the Class A

Subgroup 3-3 Principal Balance, the Class A Subgroup 4-1 Principal Balance, the

Class A Subgroup 4-2 Principal Balance, the Class A Subgroup 4-3 Principal

Balance, the Class A Subgroup 5-1 Principal Balance and the Class A Subgroup A-P

Principal Balance.

CLASS A SUBGROUP 1-2 CERTIFICATES: The Class 1-A1 Certificates.

CLASS A SUBGROUP 1-2 OPTIMAL PRINCIPAL AMOUNT: With respect to any

Distribution Date, the lesser of (a) the Class A Subgroup 1-2 Principal Balance

and (b) the sum of:

(i) the Class A Subgroup 1-2 Percentage of the principal

portion of all Monthly Payments, whether or not received, which were

due during the related Due Period on Mortgage Components in Subgroup

1-2 which were outstanding during such Due Period;

<PAGE>

(ii) the Class A Subgroup 1-2 Prepayment Percentage of all

Principal Prepayments made on Mortgage Components in Subgroup 1-2

during the related Principal Prepayment Period;

(iii) with respect to each Mortgage Component in Subgroup 1-2

not described in (iv) below, the Class A Subgroup 1-2 Percentage of the

principal portion of all Insurance Proceeds, condemnation awards and

any other cash proceeds from a source other than the applicable

Mortgagor, to the extent required to be deposited in the Collection

Account pursuant to Section 5.08(iv) and (v), which were received

during the related Principal Prepayment Period with respect to any

Mortgage Component in Subgroup 1-2, net of related unreimbursed

Servicing Advances and net of any portion thereof which, as to any such

Mortgage Component, constitutes Late Collections that have been the

subject of an Advance on any prior Distribution Date;

(iv) with respect to each Mortgage Component in Subgroup 1-2

with respect to which the related Mortgage Loan has become a Liquidated

Mortgage Loan during the related Principal Prepayment Period, the

lesser of (A) the Class A Subgroup 1-2 Percentage of an amount equal to

the Principal Balance of such Mortgage Component (net of any

unreimbursed Advances) as of the Due Date immediately preceding the

date on which the related Mortgage Loan became a Liquidated Mortgage

Loan and (B) the Class A Subgroup 1-2 Prepayment Percentage of the Net

Liquidation Proceeds with respect to such Mortgage Component (net of

any unreimbursed Advances);

(v) with respect to each Mortgage Component in Subgroup 1-2

related to a Mortgage Loan repurchased during the related Principal

Prepayment Period pursuant to Sections 2.02, 3.01, 5.01, 5.21 or 11.01,

an amount equal to the Class A Subgroup 1-2 Prepayment Percentage of

the principal portion of the Purchase Price (net of amounts with

respect to which a distribution of principal has previously been made

to the applicable Class A Certificateholders); and

(vi) on or after the Credit Support Depletion Date, the excess

of the Class A Subgroup 1-2 Principal Balance (calculated after giving

effect to reductions thereof on such Distribution Date with respect to

the amounts described in (i) - (v) above) over the outstanding

principal balance of the Mortgage Components in Subgroup 1-2, if any,

as of the preceding Distribution Date (giving effect to any Advances

but prior to giving effect to any Principal Prepayments received with

respect to such Mortgage Components that have not been passed through

to the Certificateholders).

CLASS A SUBGROUP 1-2 PERCENTAGE: As of any Distribution Date, the

percentage obtained by dividing the Class A Subgroup 1-2 Principal Balance by

the outstanding principal balance of the Mortgage Components in Subgroup 1-2,

but not more than 100%.

CLASS A SUBGROUP 1-2 PREPAYMENT PERCENTAGE: As of any Distribution Date

up to and including the Distribution Date in May 2010, 100%; as of any

Distribution Date in the first year thereafter, the Class A Subgroup 1-2

Percentage plus 70% of the Subgroup 1-2 Subordinated Percentage for such

Distribution Date; as of any Distribution Date in the second year thereafter,

the Class A Subgroup 1-2 Percentage plus 60% of the Subgroup 1-2 Subordinated

Percentage for such Distribution Date; as of any Distribution Date in the third

year thereafter, the Class A Subgroup 1-2 Percentage plus 40% of the Subgroup

1-2 Subordinated Percentage for such Distribution Date; as of any Distribution

Date in the fourth year thereafter, the Class A Subgroup 1-2 Percentage plus 20%

of the Subgroup 1-2 Subordinated Percentage for such Distribution Date; and as

of any Distribution Date after the fourth year thereafter, the Class A Subgroup

1-2 Percentage; provided that, if the Class A Subgroup 1-2 Percentage as of any

such Distribution Date is greater than the Class A Subgroup 1-2 Percentage on

the first Distribution Date or any other applicable Class A Subgroup Percentage

<PAGE>

as of any such Distribution Date is greater than the applicable Class A Subgroup

Percentage on the first Distribution Date, the Class A Subgroup 1-2 Prepayment

Percentage shall be 100%; and provided further, however, that whenever the Class

A Subgroup 1-2 Percentage equals 0%, the Class A Subgroup 1-2 Prepayment

Percentage shall equal 0%; and provided further that no reduction of the Class A

Subgroup 1-2 Prepayment Percentage below the level in effect for the most recent

period shall occur with respect to any Distribution Date unless, as of the last

day of the month preceding such Distribution Date, (i) the aggregate outstanding

Principal Balance of Mortgage Components with respect to each of Subgroup 1-2,

Subgroup 1-3, Subgroup 2-2, Subgroup 2-3, Subgroup 3-2, Subgroup 3-3, Subgroup

4-1, Subgroup 4-2, Subgroup 4-3 and Subgroup 5-1, each taken individually,

delinquent 60 days or more (including for this purpose any Mortgage Loans in

foreclosure and Mortgage Loans with respect to which the related Mortgaged

Property has been acquired by the Trust Fund) does not exceed 50% of the

Subordinated Percentage of the Principal Balance of the Mortgage Components with

respect to the related Subgroup as of such date and (ii) cumulative Realized

Losses with respect to all such ten Subgroups, each taken individually, do not

exceed (a) 30% of the related Original Subordinated Principal Balance if such

Distribution Date occurs in the year beginning with and including the fifth

anniversary of the first Distribution Date, (b) 35% of the related Original

Subordinated Principal Balance if such Distribution Date occurs in the year

beginning with and including the sixth anniversary of the first Distribution

Date, (c) 40% of the related Original Subordinated Principal Balance if such

Distribution Date occurs in the year beginning with and including the seventh

anniversary of the first Distribution Date, (d) 45% of the related Original

Subordinated Principal Balance if such Distribution Date occurs in the year

beginning with and including the eighth anniversary of the first Distribution

Date, and (e) 50% of the related Original Subordinated Principal Balance if such

Distribution Date occurs in the year beginning with and including the ninth

anniversary of the first Distribution Date and thereafter.

CLASS A SUBGROUP 1-2 PRINCIPAL BALANCE: As of any Distribution Date,

(a) the Class A Subgroup 1-2 Principal Balance for the immediately preceding

Distribution Date less (b) amounts distributed to the Class A Subgroup 1-2

Certificateholders on such preceding Distribution Date allocable to principal

(including the principal portion of Advances of the Servicer made pursuant to

Section 6.03 and Realized Losses allocated to the Class A Subgroup 1-2

Certificates pursuant to Section 6.04); as adjusted to reflect any adjustments

to the Outstanding Certificate Principal Balance of the Class A Subgroup 1-2

Certificates as a result of Subsequent Recoveries; provided that the Class A

Subgroup 1-2 Principal Balance on the first Distribution Date will be the

Original Class A Subgroup 1-2 Principal Balance.

CLASS A SUBGROUP 1-2 PRINCIPAL PAYMENT RULES: With respect to any

Distribution Date, distributions to the Class A Subgroup 1-2 Certificateholders

pursuant to Section 6.01(b)(ii)(A) shall be made to the Class1-A1 Certificates,

until the Outstanding Certificate Principal Balance of such Class has been

reduced to zero.

CLASS A SUBGROUP 1-3 CERTIFICATES: The Class 1-A2 Certificates.

CLASS A SUBGROUP 1-3 OPTIMAL PRINCIPAL AMOUNT: With respect to any

Distribution Date, the lesser of (a) the Class A Subgroup 1-3 Principal Balance

and (b) the sum of:

(i) the Class A Subgroup 1-3 Percentage of the principal

portion of all Monthly Payments, whether or not received, which were

due during the related Due Period on Mortgage Components in Subgroup

1-3 which were outstanding during such Due Period;

(ii) the Class A Subgroup 1-3 Prepayment Percentage of all

Principal Prepayments made on Mortgage Components in Subgroup 1-3

during the related Principal Prepayment Period;

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(iii) with respect to each Mortgage Component in Subgroup 1-3

not described in (iv) below, the Class A Subgroup 1-3 Percentage of the

principal portion of all Insurance Proceeds, condemnation awards and

any other cash proceeds from a source other than the applicable

Mortgagor, to the extent required to be deposited in the Collection

Account pursuant to Section 5.08(iv) and (v), which were received

during the related Principal Prepayment Period with respect to any

Mortgage Component in Subgroup 1-3, net of related unreimbursed

Servicing Advances and net of any portion thereof which, as to any such

Mortgage Component, constitutes Late Collections that have been the

subject of an Advance on any prior Distribution Date;

(iv) with respect to each Mortgage Component in Subgroup 1-3

with respect to which the related Mortgage Loan has become a Liquidated

Mortgage Loan during the related Principal Prepayment Period, the

lesser of (A) the Class A Subgroup 1-3 Percentage of an amount equal to

the Principal Balance of such Mortgage Component (net of any

unreimbursed Advances) as of the Due Date immediately preceding the

date on which the related Mortgage Loan became a Liquidated Mortgage

Loan and (B) the Class A Subgroup 1-3 Prepayment Percentage of the Net

Liquidation Proceeds with respect to such Mortgage Component (net of

any unreimbursed Advances);

(v) with respect to each Mortgage Component in Subgroup 1-3

related to a Mortgage Loan repurchased during the related Principal

Prepayment Period pursuant to Sections 2.02, 3.01, 5.01, 5.21 or 11.01,

an amount equal to the Class A Subgroup 1-3 Prepayment Percentage of

the principal portion of the Purchase Price (net of amounts with

respect to which a distribution of principal has previously been made

to the applicable Class A Certificateholders); and

(vi) on or after the Credit Support Depletion Date, the excess

of the Class A Subgroup 1-3 Principal Balance (calculated after giving

effect to reductions thereof on such Distribution Date with respect to

the amounts described in (i) - (v) above) over the outstanding

principal balance of the Mortgage Components in Subgroup 1-3, if any,

as of the preceding Distribution Date (giving effect to any Advances

but prior to giving effect to any Principal Prepayments received with

respect to such Mortgage Components that have not been passed through

to the Certificateholders).

CLASS A SUBGROUP 1-3 PERCENTAGE: As of any Distribution Date, the

percentage obtained by dividing the Class A Subgroup 1-3 Principal Balance by

the outstanding principal balance of the Mortgage Components in Subgroup 1-3,

but not more than 100%.

CLASS A SUBGROUP 1-3 PREPAYMENT PERCENTAGE: As of any Distribution Date

up to and including the Distribution Date in May 2010, 100%; as of any

Distribution Date in the first year thereafter, the Class A Subgroup 1-3

Percentage plus 70% of the Subgroup 1-3 Subordinated Percentage for such

Distribution Date; as of any Distribution Date in the second year thereafter,

the Class A Subgroup 1-3 Percentage plus 60% of the Subgroup 1-3 Subordinated

Percentage for such Distribution Date; as of any Distribution Date in the third

year thereafter, the Class A Subgroup 1-3 Percentage plus 40% of the Subgroup

1-3 Subordinated Percentage for such Distribution Date; as of any Distribution

Date in the fourth year thereafter, the Class A Subgroup 1-3 Percentage plus 20%

of the Subgroup 1-3 Subordinated Percentage for such Distribution Date; and as

of any Distribution Date after the fourth year thereafter, the Class A Subgroup

1-3 Percentage; provided that, if the Class A Subgroup 1-3 Percentage as of any

such Distribution Date is greater than the Class A Subgroup 1-3 Percentage on

the first Distribution Date or any other applicable Class A Subgroup Percentage

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as of any such Distribution Date is greater than the applicable Class A Subgroup

Percentage on the first Distribution Date, the Class A Subgroup 1-3 Prepayment

Percentage shall be 100%; and provided further, however, that whenever the Class

A Subgroup 1-3 Percentage equals 0%, the Class A Subgroup 1-3 Prepayment

Percentage shall equal 0%; and provided further that no reduction of the Class A

Subgroup 1-3 Prepayment Percentage below the level in effect for the most recent