POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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GREENWICH CAPITAL ACCEPTANCE, INC., | Provident Funding Mortgage Loan Trust 2005-1 | WELLS FARGO BANK, N.A., | PROVIDENT FUNDING ASSOCIATES, L.P.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 7/1/2005

POOLING AND SERVICING AGREEMENT, Parties: greenwich capital acceptance inc. , provident funding mortgage loan trust 2005-1 , wells fargo bank n.a. , provident funding associates l.p.

EXECUTION COPY

GREENWICH CAPITAL ACCEPTANCE, INC.,
Depositor

PROVIDENT FUNDING ASSOCIATES, L.P.,
Seller and Servicer

DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee and Custodian

and

WELLS FARGO BANK, N.A.,
Master Servicer and Securities Administrator

POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2005

__________________________________

Provident Funding Mortgage Loan Trust 2005-1

Provident Funding Mortgage Pass-Through Certificates, Series 2005-1

Table of Contents

Page

ARTICLE I

DEFINITIONS; DECLARATION OF TRUST

Section 1.01.

Defined Terms

Section 1.02.

Accounting

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.

Conveyance of Mortgage Loans

Section 2.02.

Acceptance by Trustee

Section 2.03.

Repurchase or Substitution of Mortgage Loans by the Seller

Section 2.04.

Representations and Warranties of the Seller with Respect to the

Mortgage Loans

Section 2.05.

Representations, Warranties and Covenants of the Servicer

Section 2.06.

Representations and Warranties of the Depositor

Section 2.07.

Issuance of Certificates

Section 2.08.

Representations and Warranties of the Sellers

Section 2.09.

Covenants of the Seller

ARTICLE III

ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS

Section 3.01.

Servicer to Administer and Service the Mortgage Loans

Section 3.02.

Sub-Servicing Agreements Between Servicer and Sub-Servicers.

Section 3.03.

Successor Sub-Servicers.

Section 3.04.

Liability of the Servicer.

Section 3.05.

No Contractual Relationship Between Sub-Servicers, Trustee and the

Master Servicer or Certificateholders.

Section 3.06.

Assumption or Termination of Sub-Servicing Agreements by Master

Servicer.

Section 3.07.

Collection of Certain Mortgage Loan Payments.

Section 3.08.

Sub-Servicing Accounts.

Section 3.09.

Collection of Taxes, Assessments and Similar Items; Servicing

Accounts.

Section 3.10.

Collection Account and Distribution Account

Section 3.11.

Withdrawals from the Collection Account and Distribution Account

Section 3.12.

Investment of Funds in the Collection Account

Section 3.13

Yield Maintenance Account

Section 3.14.

Maintenance of Hazard Insurance Polices and Errors and Omissions

and Fidelity Coverage

Section 3.15.

Enforcement of Due-on-Sale Clauses; Assumption Agreements

Section 3.16.

Realization upon Defaulted Mortgage Loans

Section 3.17.

Trustee to Cooperate; Release of Mortgage Files

Section 3.18.

Servicing Compensation

Section 3.19.

Reports to the Master Servicer; Collection Account Statements

Section 3.20.

Statement as to Compliance

Section 3.21.

Independent Public Accountants’ Servicing Report

Section 3.22.

Access to Certain Documentation; Filing of Reports by Servicer

Section 3.23.

Title, Management and Disposition of REO Property

Section 3.24.

Obligations of the Servicer in Respect of Interest Shortfalls

Section 3.25

[Reserved]

Section 3.26.

Obligations of the Servicer in Respect of Adjustments

Section 3.27.

Solicitations

Section 3.28.

Reports Filed with Securities and Exchange Commission

Section 3.30.

Liabilities of the Master Servicer

Section 3.31.

Documents, Records and Funds in Possession of the Servicer to be

Held for Trust

ARTICLE IIIA

ADMINISTRATION AND MASTER SERVICING OF THE
MORTGAGE LOANS BY THE MASTER SERVICER

SECTION 3A.01.

Master Servicer

SECTION 3A.02.

REMIC-Related Covenants

SECTION 3A.03.

Monitoring of Servicer

SECTION 3A.04.

Fidelity Bond

SECTION 3A.05.

Power to Act; Procedures

SECTION 3A.06.

Due-on-Sale Clauses; Assumption Agreements

SECTION 3A.07.

Documents, Records and Funds in Possession of Master Servicer To

Be Held for Trustee

SECTION 3A.08.

Trustee to Retain Possession of Certain Insurance Policies and

Documents

SECTION 3A.09.

Compensation for the Master Servicer

SECTION 3A.10.

Annual Officer’s Certificate as to Compliance

SECTION 3A.11.

Annual Independent Accountant’s Master Servicing Report

SECTION 3A.12.

Obligation of the Master Servicer in Respect of Interest Shortfalls

SECTION 3A.13.

Closing Certificate and Opinion

SECTION 3A.14.

No Solicitations

ARTICLE IV

[INTENTIONALLY OMITTED]

ARTICLE V

FLOW OF FUNDS

Section 5.01.

Distributions

Section 5.02.

[Reserved]

Section 5.03.

Allocation of Realized Losses

Section 5.04.

Statements

101

Section 5.05.

Remittance Reports; Advances

104

Section 5.06.

Compensating Interest Payments

105

Section 5.07

Basis Risk Reserve Fund

105

Section 5.08

Recoveries

106

ARTICLE VI

THE CERTIFICATES

Section 6.01.

The Certificates

107

Section 6.02.

Registration of Transfer and Exchange of Certificates

108

Section 6.03.

Mutilated, Destroyed, Lost or Stolen Certificates

113

Section 6.04.

Persons Deemed Owners

114

Section 6.05.

Appointment of Paying Agent

114

ARTICLE VII

DEFAULT

Section 7.01.

Event of Default

114

Section 7.02.

Master Servicer to Act

116

Section 7.03.

Waiver of Master Servicer Event of Termination

118

Section 7.04.

Notification to Certificateholders

118

ARTICLE VIII

THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 8.01.

Duties of the Trustee and the Securities Administrator

118

Section 8.02.

Certain Matters Affecting the Trustee and the Securities

Administrator

120

Section 8.03.

Trustee and the Securities Administrator Not Liable for Certificates

or Mortgage Loans

121

Section 8.04.

Trustee, Custodian and Servicer May Own Certificates

122

Section 8.05.

Trustee’s and Securities Administrator’s Fees and Expenses;

Indemnification of Trustee

122

Section 8.06.

Eligibility Requirements for Trustee

123

Section 8.07.

Resignation or Removal of Trustee

123

Section 8.08.

Successor Trustee

124

Section 8.09.

Merger or Consolidation of Trustee

124

Section 8.10.

Appointment of Co-Trustee or Separate Trustee

125

Section 8.11.

Limitation of Liability

126

Section 8.12.

Trustee May Enforce Claims Without Possession of Certificates

126

Section 8.13.

Suits for Enforcement

127

Section 8.14.

Waiver of Bond Requirement

127

Section 8.15.

Waiver of Inventory, Accounting and Appraisal Requirement

127

Section 8.16.

Appointment of Custodians

127

Section 8.17.

No Solicitations

128

Section 8.18.

Trustee to Retain Possession of Certain Insurance Policies and

Documents

128

ARTICLE IX

REMIC ADMINISTRATION

Section 9.01.

REMIC Administration

129

Section 9.02.

Prohibited Transactions and Activities

131

ARTICLE X

THE SELLERS, THE SERVICER, THE MASTER SERVICER , THE SECURITIES ADMINISTRATOR AND THE DEPOSITOR

Section 10.01.

Liability of the Seller, the Servicer, the Master Servicer, the

Securities Administrator and the Depositor

132

Section 10.02.

Merger or Consolidation of, or Assumption of the Obligations of, the

Seller, the Servicer, the Master Servicer, the Securities Administrator

or the Depositor

132

Section 10.03.

Limitation on Liability of the Servicer, the Master Servicer, the

Securities Administrator and Others

132

Section 10.04.

Servicer Not to Resign

133

Section 10.05.

Delegation of Duties

134

Section 10.06.

Master Servicer Not to Resign

134

Section 10.07.

Successor Master Servicer

134

Section 10.08.

Sale and Assignment of Master Servicing

135

Section 10.09.

Additional Compensation to the Master Servicer

135

ARTICLE XI

TERMINATION

Section 11.01.

Termination

135

Section 11.02.

Additional Termination Requirements

137

Section 11.03.

[Intentionally Omitted]

138

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01.

Amendment

138

Section 12.02.

Recordation of Agreement; Counterparts

139

Section 12.03.

Limitation on Rights of Certificateholders

139

Section 12.04.

Governing Law; Jurisdiction

140

Section 12.05.

Notices

140

Section 12.06.

Severability of Provisions

141

Section 12.07.

Article and Section References

141

Section 12.08.

Notice to the Rating Agency

141

Section 12.09.

Further Assurances

142

Section 12.10.

Benefits of Agreement

142

Section 12.11.

Acts of Certificateholders

142

Section 12.12.

Successors and Assigns

143

Section 12.13.

[Intentionally Omitted]

143

Section 12.14.

Provision of Information

143

EXHIBITS AND SCHEDULES:

Exhibit A-1

Form of Class A Certificate

A-1

Exhibit A-2

Form of Class X Certificate

A-2

Exhibit B

Form of Class A-R Certificate

B-1

Exhibit C

Form of Subordinate Certificate

C-1

Exhibit D

Form of Class Y Certificate

D-1

Exhibit E

Form of Reverse of the Certificates

E-1

Exhibit F

Request for Release

F-1

Exhibit G-1

Form of Receipt of Mortgage Note

G-1-1

Exhibit G-2

Form of Interim Certification of Trustee

G-2-1

Exhibit G-3

Form of Final Certification of Trustee

G-3-1

Exhibit H

Form of Lost Note Affidavit

H-1

Exhibit I-1

Form of ERISA Representation Class A-R

I-1-1

Exhibit I-2

Form of ERISA Representation [Class B-4][Class B-5][Class B-6]

I-2-1

Exhibit J-1

Form of Investment Letter [Non-Rule 144A]

J-1-1

Exhibit J-2

Form of Rule 144A Investment Letter

J-2-1

Exhibit K

Form of Transferor Certificate

K-1

Exhibit L

Transfer Affidavit for Class A-R Certificate Pursuant to

Section 6.02

L-1

Exhibit M

[Reserved]

M-1

Exhibit N

[Reserved]

N-1

Exhibit O

Form of 10-K Certification

O-1

Exhibit P

Form of Trustee Certification

P-1

Schedule I

Mortgage Loan Schedule

Schedule II

Representations and Warranties – Mortgage Loans

Schedule III

Yield Maintenance Payments

This Pooling and Servicing Agreement is dated as of April 1, 2005 (the “ Agreement ”), among GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the “ Depositor ”), PROVIDENT FUNDING ASSOCIATES, L.P., a California limited partnership, as seller (in such capacity, the “ Seller ”) and as servicer (in such capacity, the “ Servicer ”), and WELLS FARGO BANK, N.A., a national banking association, as master servicer (in such capacity, the “ Master Servicer ”) and as securities administrator (in such capacity, the “ Securities Administrator ”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (in such capacity, the “ Trustee ”) and custodian (in such capacity, the “ Custodian ”).

PRELIMINARY STATEMENT:

Through this Agreement, the Depositor intends to cause the issuance and sale of the Provident Funding Mortgage Loan Trust 2005-1, Provident Funding Mortgage Pass-Through Certificates, Series 2005-1 (the “ Certificates ”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below).

The Depositor intends to sell the Certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of thirteen classes of certificates, designated as (i) the Class 1A-1 Certificates, (ii) the Class 2A-1 Certificates, (iii) the Class 3A-1 Certificates, (iv) the Class 3A-2 Certificates, (v) the Class X Certificate, (vi) the Class A-R Certificate, (vii) the Class B-1 Certificates, (viii) the Class B-2 Certificates, (ix) the Class B-3 Certificates, (x) the Class B-4 Certificates, (xi) the Class B-5 Certificates, (xii) the Class B-6 Certificates and (xiii) the Class Y Certificate.

As provided herein, the Securities Administrator shall elect that the Trust Fund (exclusive of the assets held in the Basis Risk Reserve Fund, the Yield Maintenance Account and the Yield Maintenance Agreement) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each a “ REMIC ” or, in the alternative, the “ Lower Tier REMIC ” and the “ Upper Tier REMIC ”). Each Certificate, other than the Class A-R and Class Y Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, the Class 3A-1 and Class 3A-2 Certificates represent the right to receive payments in respect of Basis Risk Shortfalls. The Class X Certificates, in addition to representing beneficial ownership of REMIC regular interests, also represent beneficial ownership of the Basis Risk Reserve Fund and the Yield Maintenance Account. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions.

The Class Y Certificates, which will not have a Class Principal Balance and will not accrue interest, will only be entitled to received on any Distribution Date the excess, if any, of amounts paid with respect to the Yield Maintenance Agreement in excess of the Yield Maintenance Distributable Amount for the Yield Maintenance Agreement. The Class Y Certificates will not represent an interest in any REMIC.

The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Lower Tier REMIC, other than the Class LT-A-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Lower Tier REMIC for purposes of the REMIC Provisions. The Lower Tier REMIC shall hold as its assets the property of the Trust Fund.

For purposes of the REMIC Provisions, the startup day is the Closing Date. All REMIC regular and residual interests created hereby will be retired on or before the Latest Possible Maturity Date.

The Lower Tier REMIC

The following table sets forth (or describes) the Class designation, Pass-Through Rate and original class principal balance for each Class of interests in the Lower Tier REMIC (each of which, except for the LT-A-R Interest, is hereby designated a REMIC regular interest for purposes of the REMIC Provisions), each such Class a “ Lower Tier Interest ” comprising the interests in the Trust Fund created hereunder:

Lower Tier REMIC Class Designation	Original Class Principal Balance	Pass-Through Rate	Related Loan Group or Corresponding Class(es) of Certificates
LT-1A1	(1)	(4)	1A-1, A-R
LT-2A1	(1)	(4)	2A-1
LT-3A1	(1)	(4)	3A-1, X
LT-3A2	(1)	(4)	3A-2, X
LT-B1	(1)	(4)	B-1
LT-B2	(1)	(4)	B-2
LT-B3	(1)	(4)	B-3
LT-B4	(1)	(4)	B-4
LT-B5	(1)	(4)	B-5
LT-B6	(1)	(4)	B-6
LT-Group 1	(3)	(5)	Group 1
LT-SC1	(2)	(5)	Group 1
LT-Group 2	(3)	(6)	Group 2
LT-SC2	(2)	(6)	Group 2
LT-Group 3	(3)	(7)	Group 3
LT-SC3	(2)	(7)	Group 3
LT-A-R	(8)	(8)	N/A

(1)

This interest shall have an original class principal balance equal to 75% of the original Certificate Principal Balance for its Corresponding Class(es) of Certificates.

(2)

This interest shall have an original class principal balance equal to one percent of the Subordinate Component for the Loan Group to which it is related.

(3)

This interest shall have an original class principal balance equal to the excess of (i) 25% of the Loan Group Balance of the Loan Group to which such interest is related over (ii) the original class principal balance of the Lower-Tier Interest having the letters “SC” in its designation and the number of the Loan Group to which such interest is related.

(4)

The Pass-Through Rate for these Lower Tier Interests for any Distribution Date (and the related Accrual Period) is a per annum rate equal to the Net WAC of the Mortgage Loans.

(5)

The Pass-Through Rate for these Lower Tier Interests for any Distribution Date (and the related Accrual Period) is a per annum rate equal to the Net WAC for Loan Group 1.

(6)

The Pass-Through Rate for these Lower Tier Interests for any Distribution Date (and the related Accrual Period) is a per annum rate equal to the Net WAC for Loan Group 2.

(7)

The Pass-Through Rate for these Lower Tier Interests for any Distribution Date (and the related Accrual Period) is a per annum rate equal to the Net WAC for Loan Group 3.

(8)

The Class LT-R Interest does not have a principal balance and does not bear interest.

On each Distribution Date, to the extent of Available Funds for each Loan Group distributable as interest, the Securities Administrator shall be deemed to distribute interest with respect to the Lower Tier REMIC Interests based on the interest rates described above.

On each Distribution Date, the remaining Available Funds for each Loan Group shall be distributed as principal on Lower Tier REMIC Interests as follows:

(i)

First, to the Class LT-SC1 Interest until the principal balance of such Lower Tier Interest equals one percent of the Subordinate Component for Loan Group I for the next succeeding Distribution Date;

(ii)

Second, to the Class LT-SC2 Interest until the principal balance of such Lower-Tier Interest equals one percent of the Subordinate Component for Loan Group 2 for the next succeeding Distribution Date;

(iii)

Third, to the Class LT-SC3 Interest until the principal balance of such Lower-Tier Interest equals one percent of the Subordinate Component for Loan Group 3 for the next succeeding Distribution Date;

(iv)

Fourth, to the Class LT-SC1, Class LT-SC2, or the Class LT-SC3 Interests the minimum amount necessary to cause the ratio of the principal balance of such Lower-Tier Interest to the other two Lower-Tier Interests to equal the ratio of the Subordinate Component related to such Lower-Tier Interest to the Subordinate Components related to the other two Lower-Tier Interests.

(v)

Fifth, to the Class LT-Group 1, Class LT-Group 2, and the Class LT-Group 3 Interests as follows:

To the Class LT-Group 1 Interest until its principal balance equals the difference between (I) 25% of the Loan Group Balance of Loan Group 1 on such Distribution Date, minus (II) the principal balance of the Class LT-SC1 Interest on such Distribution Date, taking into account the distributions under priorities (i) through (iv) above;

To the Class LT-Group 2 Interest until its principal balance equals the difference between (I) 25% of the Loan Group Balance of Loan Group 2 on such Distribution Date, minus (II) the principal balance of the Class LT-SC2 Interest on such Distribution Date, taking into account the distributions under priorities (i) through (iv) above; and

To the Class LT-Group 3 Interest until its principal balance equals the difference between (I) 25% of the Loan Group Balance of Loan Group 3 on such Distribution Date, minus (II) the principal balance of the Class LT-SC3 Interest on such Distribution Date, taking into account the distributions under priorities (i) through (iv) above.

(vi)

Sixth, to each Lower Tier Interest having the letter “A” in its designation until the Class Principal Balance of each such Lower Tier Interest equals 75% of the Certificate Principal Balance of the Corresponding Class of Certificates for such Interest immediately after such Distribution Date;

(vii)

Seventh, to the Class LT-B1 Interest until its Class Principal Balance equals 75% of the Class Principal Balance of the Class B1 Certificates immediately after such Distribution Date;

(viii)

Eighth, to the Class LT-B2 Interest until its Class Principal Balance equals 75% of the Class Principal Balance of the Class B2 Certificates immediately after such Distribution Date;

(ix)

Ninth, to the Class LT-B3 Interest until its Class Principal Balance equals 75% of the Class Principal Balance of the Class B3 Certificates immediately after such Distribution Date;

(x)

Tenth, to the Class LT-B4 Interest until its Class Principal Balance equals 75% of the Class Principal Balance of the Class B4 Certificates immediately after such Distribution Date;

(xi)

Eleventh, to the Class LT-B5 Interest until its Class Principal Balance equals 75% of the Class Principal Balance of the Class B5 Certificates immediately after such Distribution Date;

(xii)

Twelfth, to the Class LT-B6 Interest until its Class Principal Balance equals 75% of the Class Principal Balance of the Class B6 Certificates immediately after such Distribution Date;

On each Distribution Date, Realized Losses with respect to any Loan Group shall each be allocated among the Lower Tier Interests in the same manner that principal is distributed among such Lower Tier Interests.

Upper Tier REMIC

The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance or Original Class Certificate Notional Amount for each Class of Certificates (each of which, except for the Class A-R and Class Y Certificates, is hereby designated a REMIC regular interest for purposes of the REMIC Provisions) comprising the interests in the Upper Tier REMIC created hereunder:

Class	Original Class Certificate Principal Balance or Class Certificate Notional Amount	Pass-Through Rate
Class 1A-1	$ 211,348,000.00	(1)
Class 2A-1	$ 186,252,000.00	(2)
Class 2A-2	$ 20,695,000.00	(3)
Class 3A-1	$ 256,465,000.00	(3)
Class 3A-2	$ 28,496,000.00	(3)
Class X	(4)	(5)
Class A-R	$ 100.00	(1)
Class B-1	$ 15,353,000.00	(6)
Class B-2	$ 5,117,000.00	(6)
Class B-3	$ 2,193,000.00	(6)
Class B-4	$ 2,193,000.00	(6)
Class B-5	$ 1,827,000.00	(6)
Class B-6	$ 1,097,658.00	(6)
Class Y	(7)	(7)

(1)

The Pass-Through Rate for the Class 1A-1 and Class A-R Certificates will equal the Net WAC of the Group 1 Mortgage Loans. On the first distribution date, the Pass-Through Rate for these Certificates will equal approximately 4.194% per annum.

(2)

The Pass-Through Rate for the Class 2A-1 Certificate will equal the Net WAC of the Group 2 Mortgage Loans. On the first distribution date, the Pass-Through Rate for the Class 2A-1 Certificate will equal approximately 4.389% per annum.

(3)

The Pass-Through Rate for the Class 3A-1 and Class 3A-2 Certificates will equal the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 10.50%

(4)

The Class X Certificate is an Interest-Only Certificate and will not have a Certificate Principal Balance, but will instead accrue interest on its Certificate Notional Balance, initially equal to $284,961,000.

(5)

The Pass-Through Rate for the Class X Certificate will equal the excess, if any, of (i) the Net WAC of the Group 3 Mortgage Loans over (ii) the weighted average Pass-Through Rates of the Class 3A-1 and Class 3A-2 Certificates, weighted on the basis of their respective Certificate Principal Balances, adjusted for the applicable interest accrual period.

(6)

The Pass-Through Rate for these Certificates will equal the Subordinate Certificate Pass-Through Rate. On the first distribution date, the Pass-Through Rate for these Certificates will equal approximately 4.378% per annum.

(7)

The Class Y Certificates will not have a Class Certificate Principal Balance or a Class Notional Amount. The Class Y Certificates will not be entitled to distributions of interest or principal.

ARTICLE I

DEFINITIONS; DECLARATION OF TRUST

SECTION 1.01. Defined Terms .

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. All calculations of interest described herein shall be made, in the case of all of the Certificates (other than the LIBOR Certificates) on the basis of an assumed 360-day year of twelve 30-day months, and in the case of the LIBOR Certificates, on the basis of an assumed 360-day year and the actual number of days elapse in the Accrual Period.

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

“ Accepted Master Servicing Practices ”: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage master servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to a Servicer), or (y) as provided in the applicable Servicing Agreement, to the extent applicable to any Servicer, but in no event below the standard set forth in clause (x).

“ Accepted Servicing Practices ”: With respect to any Mortgage Loan, those customary mortgage servicing practices of prudent mortgage servicing institutions that service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Servicer.

“ Account ”: The Distribution Account, the Collection Account or the Servicing Account, as the context requires.

“ Accrual Period ”: With respect to each Distribution Date and any Class of Certificates (other than the LIBOR Certificates), the calendar month immediately preceding the month in which that Distribution Date occurs. With respect to each Distribution Date and the LIBOR Certificates, the period beginning on the immediately preceding Distribution Date (or the Closing Date, in the case of the first Distribution Date) and ending on the day immediately preceding the related Distribution Date.

“ Accrued Interest Amount ”: For any Distribution Date and for any Undercollateralized Group, an amount equal to one month’s interest on the applicable Principal Deficiency Amount at the Net WAC of the applicable Loan Group, plus any interest accrued on such Undercollateralized Group remaining unpaid from prior Distribution Dates.

“ Adjustment Date ”: With respect to each Mortgage Loan, each adjustment date on which the related Loan Rate changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-Off Date as to each Mortgage Loan is set forth in the Mortgage Loan Schedule.

“ Advance ”: As to any Mortgage Loan or REO Property, any advance made by the Servicer and/or Master Servicer in respect of any Distribution Date pursuant to Section 5.05.

“ Adverse REMIC Event ”: Either of (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund.

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

“ Aggregate Subordinate Percentage ”: As to any Distribution Date, the percentage equivalent of a fraction the numerator of which is the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates and the denominator of which is the Pool Balance for such Distribution Date.

“ Agreement ”: This Pooling and Servicing Agreement, dated as of April 1, 2005, as amended, supplemented and otherwise modified from time to time.

“ Applicable Credit Support Percentage ”: As defined in Section 5.01(e).

“ Apportioned Principal Balance ”: As to any Class of Subordinate Certificates, a Loan Group and any Distribution Date, the Class Certificate Principal Balance of such Class immediately prior to such Distribution Date multiplied by a fraction, the numerator of which is the Subordinate Component for the related Loan Group for such date and the denominator of which is the sum of the Subordinate Components (in the aggregate).

“ Assignment ”: As to any Mortgage, an assignment of mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient, under the laws of the jurisdiction in which the related Mortgaged Property is located, to reflect or record the sale of such Mortgage.

“ Available Funds ”: As to any Distribution Date and any Loan Group, an amount equal to (i) the sum of (a) the aggregate of the Monthly Payments received on or prior to the related Determination Date (excluding Monthly Payments due in future Due Periods but received by the related Determination Date) in respect of the Mortgage Loans in that Loan Group, (b) Net Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Recoveries and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans in that Loan Group received during the related Prepayment Period, (c) the aggregate of any amounts received in respect of REO Properties for such Distribution Date in respect of the Mortgage Loans in that Loan Group, (d) the sum of (i) the amount remitted to the Collection Account by the Servicer on the related Servicer Remittance Date pursuant to Section 3.24 hereof and (ii) the amount of Compensating Interest Payments remitted to the Securities Administrator by the Master Servicer pursuant to Section 3A.12 and deposited in the Distribution Account for that Distribution Date in each case in respect of the Mortgage Loans in that Loan Group, (e) the aggregate of the Purchase Prices and Substitution Adjustments deposited in the Distribution Account during the related Prepayment Period in respect of the Mortgage Loans in that Loan Group, (f) any Advances in respect of delinquent Monthly Payments made by the Servicer and/or Master Servicer for that Distribution Date in respect of the Mortgage Loans in that Loan Group, (g) the aggregate of any Advances made by the Master Servicer for that Distribution Date pursuant to Section 7.02 hereof in respect of the Mortgage Loans in that Loan Group and (h) the Termination Price allocated to such Loan Group on the Distribution Date on which the Trust is terminated; minus (ii) the sum of (w) the Expense Fees for that Distribution Date in respect of the Mortgage Loans in that Loan Group, (x) amounts in reimbursement for Advances previously made in respect of the Mortgage Loans in that Loan Group and other amounts as to which the Servicer, the Securities Administrator and the Master Servicer are entitled to be reimbursed pursuant to Section 3.11, (y) the amount payable or reimbursable to the Trustee, the Master Servicer, the Custodian or the Securities Administrator pursuant to Sections 8.05 and 10.03 in respect of the Mortgage Loans in that Loan Group or if not related to a Mortgage Loan, allocated to each Loan Group on a pro rata basis and (z) amounts deposited in the Distribution Account in error in respect of the Mortgage Loans in that Loan Group.

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

“ Bankruptcy Coverage Termination Date ”: The date on which the Bankruptcy Loss Coverage Amount is reduced to zero.

“ Bankruptcy Loss ”: With respect to any Mortgage Loan, a Deficient Valuation or Debt Service Reduction as reported by the Servicer to the Master Servicer.

“ Bankruptcy Loss Coverage Amount ”: As of any Determination Date, the Initial Bankruptcy Loss Coverage Amount as reduced by the aggregate amount of Bankruptcy Losses allocated to the Certificates since the Cut-Off Date; provided , however , that the Bankruptcy Loss Coverage Amount may also be reduced pursuant to a letter from each Rating Agency to the Trustee to the effect that any such reduction will not result in a downgrading of the then current ratings assigned by each Rating Agency to the Classes of Senior Certificates.

“ Basis Risk Reserve Fund ”: A fund created as part of the Trust Fund pursuant to Section 5.07 of this Agreement but which is not an asset of any of the REMICs.

“ Basis Risk Shortfall ”: With respect to any Distribution Date and the LIBOR Certificates, the “Basis Risk Shortfall” for such class, if any, will equal the sum of:

(i)

the excess, if any, of the Interest Distributable Amount that such Class would have been entitled to receive if the Pass-Through Rate for such Class were calculated without regard to clause (b) in the definition thereof, over the actual Interest Distributable Amount such Class is entitled to receive for such Distribution Date;

(ii)

any excess described in clause (i) above remaining unpaid from prior Distribution Dates; and

(iii)

interest for the applicable Accrual Period on the amount described in clause (ii) above based on the Pass-Through Rate for such Class of Certificates, as applicable, determined without regard to clause (b) in the definition thereof.

“ Book-Entry Certificates ”: Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 6.02 hereof). On the Closing Date, all Classes of the Certificates other than the Physical Certificates shall be Book-Entry Certificates.

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

“ Call Option ”: The right to terminate this Agreement and the Trust pursuant to the second paragraph of Section 11.01(a) hereof.

“ Call Option Date ”: As defined in Section 11.01(a) hereof.

“ Certificate ”: Any Regular Certificate, Residual Certificate or Class Y Certificate.

“ Certificate Notional Amount ”: With respect to each Certificate of Class X and any date of determination, the product of (i) the Class Certificate Notional Amount of such Class and (ii) the applicable Percentage Interest of such Certificate.

“ Certificate Owner ”: With respect to each Book-Entry Certificate, any beneficial owner thereof and with respect to each Physical Certificate, the Certificateholder thereof.

“ Certificate Principal Balance ”: With respect to each Certificate of a given Class (other than the Class X and Class Y) that is entitled to distributions of principal and with respect to any date of determination, the product of (i) the Class Certificate Principal Balance of such Class and (ii) the applicable Percentage Interest of such Certificate.

“ Certificate Register ” and “ Certificate Registrar ”: The register maintained and registrar appointed pursuant to Section 6.02 hereof. Wells Fargo Bank, N.A. will act as Certificate Registrar on behalf of the Trustee, for so long as it is the Securities Administrator under this Agreement.

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

“ Class ”: Collectively, Certificates, or Lower Tier Interests in the case of the Lower-Tier REMIC, that have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby.

“ Class 1A-1 Certificate ”: Any of the Class 1A-1 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class 2A-1 Certificate ”: Any of the Class 2A-1 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class 3A-1 Certificate ”: Any of the Class 3A-1 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class 3A-2 Certificate ”: Any of the Class 3A-2 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class A-R Certificate ”: The Class A-R Certificate as designated on the face thereof executed by the Securities Administrator, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit B, evidencing the ownership of the sole class of “residual interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class B-1 Certificate ”: Any of the Class B-1 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class B-2 Certificate ”: Any of the Class B-2 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class B-3 Certificate ”: Any of the Class B-3 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class B-4 Certificate ”: Any of the Class B-4 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class B-5 Certificate ”: Any of the Class B-5 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class B-6 Certificate ”: Any of the Class B-6 Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C, evidencing the ownership of a “regular interest” in the REMICs created hereunder and representing the right to distributions as set forth herein and therein.

“ Class Certificate Notional Amount ”: With respect to the Class X Certificates and any Distribution Date, the aggregate Class Certificate Balance of the Class 3A-1 and Class 3A-2 Certificates for such Distribution Date.

“ Class Certificate Principal Balance ”: As to any Distribution Date, with respect to any Class of Certificates (other than the Class X and Class Y Certificates), the Original Class Certificate Principal Balance as reduced by the sum of (x) all amounts actually distributed in respect of principal of that Class on all prior Distribution Dates, (y) all Realized Losses, including Bankruptcy Losses, Special Hazard Losses, Fraud Losses and Excess Losses, if any, actually allocated to that Class on all prior Distribution Dates and (z) in the case of the Subordinate Certificates, any applicable Writedown Amount; provided , however , that pursuant to Section 5.08, the Class Certificate Principal Balance of a Class of Certificates may be increased up to the amount of Realized Losses previously allocated to such Class, but not reimbursed to such Class, in the event that there is a Recovery on a related Mortgage Loan, and the Certificate Principal Balance of any individual Certificate of such Class will be increased by its pro rata share of the increase to such Class for such Distribution Date.

“ Class Subordination Percentage ”: With respect to each Class of Subordinate Certificates and any Distribution Date, the percentage equivalent of a fraction the numerator of which is the Class Certificate Principal Balance of such Class immediately before such Distribution Date and the denominator of which is the aggregate of the Class Certificate Principal Balances of all Classes of Certificates immediately before such Distribution Date.

“ Class X Certificate ”: Any of the Class X Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2, evidencing the ownership of a “regular interest” in the Upper Tier REMIC created hereunder and representing the right to distributions as set forth herein and therein.

“Class Y Certificate” : Any of the Class Y Certificates as designated on the face thereof, executed by the Securities Administrator and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit D, evidencing no ownership of any interest in a REMIC created hereunder and representing the ownership of certain excess amounts paid under the Yield Maintenance Agreement.

“ Close of Business ”: As used herein, with respect to any Business Day and location, 5:00 p.m. at such location.

“ Closing Date ”: April 28, 2005.

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

“Collection Account ”: The account or accounts created and maintained or caused to be created and maintained by the Servicer pursuant to Section 3.10(a), which shall be entitled “Provident Funding Associates, L.P., as Servicer for Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Provident Funding Mortgage Loan Trust 2005-1, Provident Funding Mortgage Pass-Through Certificates, Series 2005-1”, and which must be an Eligible Account.

“ Commission ”: U.S. Securities and Exchange Commission.

“ Compensating Interest Payment ”: With respect to any Distribution Date, an amount equal to the amount, if any, by which (x) the aggregate amount of any Interest Shortfalls (excluding for such purpose all shortfalls as a result of Relief Act Reductions) required to be paid by the Servicer pursuant to Section 3.24 of this Agreement with respect to such Distribution Date, exceeds (y) the aggregate amount actually paid by the Servicer in respect of such shortfalls; provided, that such amount, to the extent payable by the Master Servicer, shall not exceed the aggregate Master Servicing Fee that would be payable to the Master Servicer in respect of such Distribution Date without giving effect to any Compensating Interest Payment.

“Corresponding Class” : With respect to each Lower Tier Interest, the Class or Classes of Certificates identified in the Preliminary Statement as corresponding to such Lower Tier Interest.

“ Corporate Trust Office ”: With respect to the Trustee, the principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, CA 92705, Attention: Provident 2005-1 (GC05P1), or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Servicer, the Securities Administrator and the Seller. With respect to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services, Provident Funding Mortgage Loan Trust 2005-1. With respect to the Securities Administrator, for any other purpose, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention : Client Manager – Provident Funding Mortgage Loan Trust 2005-1.

“ Custodian ”: Deutsche Bank National Trust Company and its successors acting as custodian of the Mortgage Files.

“ Cut-Off Date ”: With respect to any Mortgage Loan other than a Qualified Substitute Mortgage Loan, the Close of Business in New York City on April 1, 2005. With respect to any Qualified Substitute Mortgage Loan, the date designated as such on the Mortgage Loan Schedule (as amended).

“ Cut-Off Date Aggregate Principal Balance ”: The aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in each Loan Group.

“ Cut-Off Date Principal Balance ”: With respect to any Mortgage Loan, the principal balance thereof remaining to be paid, after application of all scheduled principal payments due on or before the Cut-Off Date whether or not received as of the Cut-Off Date (or as of the applicable date of substitution with respect to a Qualified Substitute Mortgage Loan).

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

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

“ Definitive Certificates ”: Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 6.02(c) or (d) hereof.

“ Deleted Mortgage Loan ”: A Mortgage Loan replaced or to be replaced by one or more Qualified Substitute Mortgage Loans.

“ Delinquent ”: Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is not made.

“ Depositor ”: Greenwich Capital Acceptance, Inc., a Delaware corporation, or any successor in interest.

“ Depository ”: The initial Depository shall be The Depository Trust Company, whose nominee is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York.

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

“ Determination Date ”: For any Distribution Date the 10th day of each month or if such day is not a Business Day, the next preceding Business Day.

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

“ Disqualified Organization ”: A “disqualified organization” defined in Section 860E(e)(5) of the Code, or any other Person so designated by the Trustee based upon an Opinion of Counsel provided to the Trustee by nationally recognized counsel acceptable to the Trustee that the holding of an ownership interest in the Residual Certificate by such Person may cause the Trust Fund or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in the Residual Certificate to such Person.

“ Distribution Account ”: The trust account or accounts created and maintained by the Securities Administrator, on behalf of the Trustee pursuant to Section 3.11 hereof in the name of the Securities Administrator, as Paying Agent for the Trustee and the Certificateholders and designated “Distribution Account, Wells Fargo Bank, N.A. for the benefit of Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of Provident Funding Mortgage Loan Trust 2005-1, Provident Funding Mortgage Pass-Through Certificates, Series 2005-1” and which must be an Eligible Account.

“ Distribution Account Income ”: As to any Distribution Date, any interest or other investment income earned on funds deposited in the Distribution Account during the month of such Distribution Date.

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

“ Distribution Date Statement ”: As defined in Section 5.04(a) hereof.

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

“ Due Period ”: With respect to any Distribution Date, the period commencing on the second day of the month preceding the month in which that Distribution Date occurs and ending on 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 short-term unsecured debt obligations of such holding company) are rated in the highest short term rating category of the Rating Agency at the time any amounts are held on deposit therein;

(ii)

an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by it), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to the Rating Agency, the Certificateholders will have a claim with respect to the funds in the account or a perfected first priority security interest against the collateral (which shall be limited to Permitted Investments) securing those funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained;

(iii)

a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity; or

(iv)

an account otherwise acceptable to the Rating Agency without reduction or withdrawal of its then current ratings of the Certificates as evidenced by a letter from the Rating Agency to the Trustee. Eligible Accounts may bear interest.

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

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

“ ERISA-Restricted Certificates ”: The Class B-4, Class B-5, Class B-6, Class Y and Class A-R Certificates and any Certificate that does not satisfy the applicable rating requirement under the Underwriter’s Exemption.

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

“ Event of Default ”: Any one of the events (howsoever described) set forth in Section 7.01 hereof as an event or events upon the occurrence and continuation of which the Servicer may be terminated.

“ Excess Loss ”: With respect to the Mortgage Loans, the amount of any (i) Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss realized after the Bankruptcy Coverage Termination Date.

“ Expense Fee ” With respect to any Mortgage Loan, the sum of (x) the Master Servicing Fee and (y) the Servicing Fee.

“ Expense Fee Rate ”: With respect to any Mortgage Loan, the sum of the Servicing Fee Rate and the Master Servicing Fee Rate.

“ Fannie Mae ”: The Federal National Mortgage Association or any successor thereto.

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

“ Final Recovery Determination ”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller pursuant to or as contemplated by Sections 2.03 and 11.01), a determination made by the Servicer, that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which such Servicer expects to be finally recoverable in respect thereof have been so recovered.

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

“ Fraud Loss Coverage Amount ”: As of the Closing Date, $21,931,102.76, subject to reduction from time to time by the amount of Fraud Losses allocated to the Certificates. In addition, on each anniversary of the Cut-Off Date, the Fraud Loss Coverage Amount will be reduced as follows: (a) on the first anniversary of the Cut-Off Date, to an amount equal to the lesser of (i) 2.00% of the then current Pool Balance and (ii) the excess of the Fraud Loss Coverage Amount as of the Cut-Off Date over the cumulative amount of Fraud Losses allocated to the Certificates since the Cut-Off Date; (b) on the second, third and fourth anniversaries of the Cut-Off Date, to an amount equal to the lesser of (i) 1.00% of the then current Pool Balance and (ii) the excess of the Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-Off Date over the cumulative amount of Fraud Losses allocated to the Certificates since the preceding anniversary; and (c) on the fifth anniversary of the Cut-Off Date, to zero; provided, however, that the Fraud Loss Coverage Amount may also be reduced pursuant to a letter from each of the Rating Agencies to the Trustee to the effect that any such reduction will not result in the downgrading of the then current ratings assigned by each Rating Agency, respectively, to the Classes of Senior Certificates.

“ Fraud Loss Coverage Termination Date ”: The date on which the Fraud Loss Coverage Amount is reduced to zero.

“ Fraud Losses ”: Realized Losses on any Mortgage Loans sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with that Mortgage Loan as reported by the Servicer to the Master Servicer.

“ Freddie Mac ”: The Federal Home Loan Mortgage Corporation or any successor thereto.

“ GCFP ”: Greenwich Capital Financial Products, Inc., and its successors and assigns.

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

“ Group 1 Mortgage Loan ”: A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.

“ Group 2 Mortgage Loan ”: A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.

“ Group 3 Mortgage Loan ”: A Mortgage Loan that is identified as such on the Mortgage Loan Schedule.

“ Indemnified Persons ”: The Trustee, the Master Servicer, the Depositor, the Custodian and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

“ Independent ”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor and its Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor or any Affiliate thereof, and (c) is not connected with the Depositor or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however , that a Person shall not fail to be Independent of the Depositor or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or any Affiliate thereof.

“Independent Contractor” : Either (i) any Person that would be an “independent contractor” with respect to any REMIC formed hereby within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as no REMIC formed hereby receives or derives any income from such Person and provided that the relationship between such Person and the applicable REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

“ Index ”: One-Year CMT or One-Year LIBOR. With respect to each Mortgage Loan and each Adjustment Date, the index shall be specified in the related Mortgage Note.

“ Initial Bankruptcy Loss Coverage Amount ”: $203,909.91.

“ Initial Certificate Principal Balance ”: With respect to any Certificate (other than the Class X and Class Y Certificates), the amount designated “Initial Certificate Principal Balance” on the face thereof.

“ Initial Certificate Notional Amount ”: With respect to the Class X Certificates, the amount designated “Initial Certificate Notional Amount” on the face thereof.

“ Insurance Proceeds ”: With respect to any Mortgage Loan, proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with this Agreement.

“ Interest Distributable Amount ”: With respect to any Distribution Date and each Class of Certificates, the sum of (i) the Monthly Interest Distributable Amount for that Class and (ii) the Unpaid Interest Shortfall Amount for that Class.

“ Interest Shortfall ”: With respect to any Distribution Date and each Mortgage Loan that during the related Prepayment Period was the subject of a Principal Prepayment or a reduction of its Monthly Payment under the Relief Act, an amount determined as follows:

(a)

Principal Prepayments in part received during the relevant Prepayment Period : the difference between (i) one month’s interest at the applicable Net Loan Rate on the amount of such prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Net Loan Rate) actually received with respect to such prepayment at the time of such prepayment; and

(b)

Principal Prepayments in full received during the relevant Prepayment Period : the difference between (i) one month’s interest at the applicable Net Loan Rate on the Stated Principal Balance of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Net Loan Rate) actually received with respect to such prepayment at the time of such prepayment; and

(c)

the amount of any Relief Act Reductions for such Distribution Date.

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

“ Latest Possible Maturity Date ”: As determined as of the Cut-Off Date, the Distribution Date following the fifth anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-Off Date.

“LIBOR” : With respect to each Accrual Period, a per annum rate determined on the LIBOR Determination Date in the following manner by the Securities Administrator on the basis of the “Interest Settlement Rate” set by the BBA for one-month United States dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.

(a)

If on such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such date, the Securities Administrator will obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.” If such rate is not published for such LIBOR Determination Date, LIBOR for such date will be the most recently published Interest Settlement Rate. In the event that the BBA no longer sets an Interest Settlement Rate, the Securities Administrator will designate an alternative index that has performed, or that the Securities Administrator expects to perform, in a manner substantially similar to the BBA’s Interest Settlement Rate. The Securities Administrator will have no liability for the selection of such alternative index (and shall be entitled to rely on such advice, if any, as it may deem appropriate in such selection), except that the Securities Administrator will select a particular index as the alternative index only if it receives an Opinion of Counsel, which opinion shall be an expense reimbursed from the Distribution Account, that the selection of such index will not cause any REMIC created hereunder to lose its classification as a REMIC for federal income tax purposes.

(b)

The establishment of LIBOR by the Securities Administrator and the Securities Administrator’s subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding.

“ LIBOR Business Day ”: Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange.

“ LIBOR Certificates ”: The Class 3A-1 and Class 3A-2 Certificates.

“ LIBOR Determination Date ”: The second LIBOR Business Day immediately preceding the commencement of each Accrual Period for the LIBOR Certificates.

“ Liquidation Event ”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from the Trust Fund by reason of its being purchased, sold or replaced pursuant to or as contemplated hereunder. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from the Trust Fund by reason of its being sold or purchased pursuant to Section 11.01 hereof or the applicable provisions of this Agreement.

“ Liquidation Expenses ”: With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Servicer, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

“ Liquidated Mortgage Loan ”: As to any Distribution Date, any Mortgage Loan in respect of which the Servicer has determined, in accordance with the servicing procedures specified herein, as of the end of the related Prepayment Period, that all Liquidation Proceeds that it expects to recover with respect to the liquidation of such Mortgage Loan or disposition of the related REO Property have been recovered.

“ Liquidation Proceeds ”: With respect to any Mortgage Loan, the amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Servicer as proceeds from the liquidation of such Mortgage Loan other than Recoveries, as determined in accordance with the provisions specified herein; provided that with respect to any Mortgage Loan or REO Property repurchased, substituted or sold pursuant to or as contemplated hereunder, “Liquidation Proceeds” shall also include amounts realized in connection with such repurchase, substitution or sale.

“ Loan Group ”: Any of Loan Group 1, Loan Group 2 or Loan Group 3 as the context requires.

“ Loan Group Balance ”: As to each Loan Group, the aggregate of the Stated Principal Balances of the Mortgage Loans in such Loan Group that were Outstanding Mortgage Loans at the time of determination.

“ Loan Group 1 ”: At any time, the Group 1 Mortgage Loans in the aggregate and any REO Properties acquired in respect thereof.

“ Loan Group 2 ”: At any time, the Group 2 Mortgage Loans in the aggregate and any REO Properties acquired in respect thereof.

“ Loan Group 3 ”: At any time, the Group 3 Mortgage Loans in the aggregate and any REO Properties acquired in respect thereof.

“ Loan Rate ”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the Loan Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date, to equal the sum, generally rounded to the nearest 0.125% (as provided in the Mortgage Note), of the applicable Index, determined as set forth in the related Mortgage Note, plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

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

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

“Lower Tier Interest ”: As described in the Preliminary Statement.

“Lower Tier REMIC ”: As described in the Preliminary Statement.

“ Majority Certificateholders ”: The Holders of Certificates evidencing at least 51% of the Voting Rights.

“Margin” : On each Distribution Date on or prior to the Call Option Date, (i) with respect to the Class 3A-1 Certificates, 0.290% per annum, and on each Distribution Date after the Call Option Date, 0.580% per annum and (ii) with respect to the Class 3A-2 Certificates, 0.700% per annum, and on each Distribution Date after the Call Option Date, 0.350% per annum.

“ Master Servicer ”: Wells Fargo Bank, N.A., or any successor Master Servicer appointed as herein provided.

“Master Servicing Fee” : With respect to any Mortgage Loan and Distribution Date, the product of (x) Master Servicing Fee Rate and (y) the Principal Balance of such Mortgage Loan on the first day of the related Due Period.

“Master Servicing Fee Rate ”: 0.0060% per annum.

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

“ MERS ”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“ 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.

“ MOM Loan ”: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

“ Monthly Interest Distributable Amount ”: With respect to each Class of Certificates and any Distribution Date, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the Class Certificate Principal Balance or Class Certificate Notional Amount of that Class immediately prior to that Distribution Date; provided, however , that for purposes of compliance with the REMIC Provisions, (A) the Monthly Interest Distributable Amount for each Class of Subordinate Certificates shall be calculated by reducing the related Pass-Through Rate by a per annum rate equal to (i) 12 times the Subordinate Class Expense Share for such Class divided by (ii) the Class Certificate Principal Balance of such Class as of the beginning of the Accrual Period and (B) such Class shall be deemed to bear interest at such Pass-Through Rate as so reduced for federal income tax purposes

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

“ Moody’s ”: Moody’s Investors Service, Inc. and its successors.

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

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

“ Mortgage Loan ”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) hereof as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“ Mortgage Loan Purchase Agreement ”: The Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated as of April 1, 2005, regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor.

“ Mortgage Loan Schedule ”: As of any date, the list of Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared by the Seller and shall set forth the following information with respect to each Mortgage Loan:

(i)

the Mortgage Loan identifying number;

(ii)

the Mortgagor’s name;

(iii)

the street address of the Mortgaged Property including the state and five-digit ZIP code;

(iv)

a code indicating whether the Mortgaged Property was represented by the borrower, at the time of origination, as being owner-occupied;

(v)

a code indicating whether the Residential Dwelling constituting the Mortgaged Property is (a) a detached single family dwelling, (b) a dwelling in a planned unit development, (c) a condominium unit, (d) a two- to four-unit residential property, (e) a townhouse or (f) other type of Residential Dwelling;

(vi)

if the related Mortgage Note permits the borrower to make Monthly Payments of interest only for a specified period of time, (a) the original number of such specified Monthly Payments and (b) the remaining number of such Monthly Payments as of the Cut-Off Date;

(vii)

the original months to maturity;

(viii)

the stated remaining months to maturity from the Cut-Off Date based on the original amortization schedule;

(ix)

the Loan-to-Value Ratio at origination;

(x)

[reserved];

(xi)

the Loan Rate in effect immediately following the Cut-Off Date;

(xii)

the date on which the first Monthly Payment is or was due on the Mortgage Loan;

(xiii)

the stated maturity date;

(xiv)

the Servicing Fee Rate, if any

(xv)

[reserved];

(xvi)

the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance;

(xvii)

the original principal balance of the Mortgage Loan;

(xviii)

the Stated Principal Balance of the Mortgage Loan on the Cut-Off Date and a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing);

(xix)

the related Index and Gross Margin specified in related Mortgage Note;

(xx)

the next Adjustment Date, if applicable;

(xxi)

the Maximum Loan Rate, if applicable;

(xxii)

the Value of the Mortgaged Property;

(xxiii)

the sale price of the Mortgaged Property, if applicable;

(xxiv)

the product code;

(xxv)

[reserved];

(xxvi)

the respective Loan Group;

(xxvii)

the Custodian’s name; and

(xxviii)

the Servicer that is servicing each Mortgage Loan and the originator of each Mortgage Loan.

Information set forth in clauses (ii) and (iii) above regarding each Mortgagor and the related Mortgaged Property shall be confidential and the Trustee (or Master Servicer) shall not disclose such information; provided that, notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by Trustee (or Master Servicer) from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable, law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of Trustee’s (or Master Servicer’s) business or that of its affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which Trustee (or Master Servicer) or any affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of Trustee (or Master Servicer) having a need to know the same, provided that Trustee (or Master Servicer) advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Depositor or Master Servicer.

The Mortgage Loan Schedule, as in effect from time to time, shall also set forth the following information with respect to the Mortgage Loans in the aggregate and by Loan Group as of the Cut-Off Date: (1) the number of Mortgage Loans; (2) the current Principal Balance of the Mortgage Loans; (3) the weighted average Loan Rate of the Mortgage Loans; and (4) the weighted average remaining months to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Seller in accordance with the provisions of this Agreement.

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

“ Mortgaged Property ”: Either of the fee simple or leasehold interest in real property, together with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of the related Mortgage Loan proceeds.

“ Mortgagor ”: The obligor on a Mortgage Note.

“ Net Interest Shortfall ”: With respect to any Distribution Date and Mortgage Loan Group, the excess of Interest Shortfalls, if any, for such Distribution Date over the sum of (a) the amount remitted on the related Servicer Remittance Date by the Servicer to the Collection Account pursuant to Section 3.24 and (b) Compensating Interest Payments made with respect to such Distribution Date in each case in respect of such Mortgage Loan Group.

“ Net Liquidation Proceeds ”: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances, Servicing Advances, the Master Servicing Fee, the Servicing Fee and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

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

“ Net Realized Losses ”: For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Certificate Principal Balance of that Class pursuant to Section 5.08 due to Recoveries.

“ Net WAC ”: For any Loan Group and with respect to any Distribution Date, the weighted average of the Net Loan Rates of the Mortgage Loans in such Loan Group as of the first day of the month preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, as of the Cut-Off Date), weighted on the basis of the related Stated Principal Balances at the beginning of the related Due Period.

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

“ Nonrecoverable ”: A determination by the Master Servicer or the Servicer in respect of a delinquent Mortgage Loan that if it were to make an Advance or an advance of a delinquent Monthly Payment, respectively, in respect thereof, such amount would not be recoverable from any collections or other recoveries (including Liquidation Proceeds) on such Mortgage Loan.

“ Officers’ Certificate ”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), or by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Seller, the Master Servicer, the Servicer or the Depositor, as applicable.

“ One-Year CMT ”: The weekly average yield on United States Treasury securities adjusted to a constant maturity of one year as published by the Federal Reserve Board in Statistical Release H.15(519).

“ One-Year CMT Indexed ”: Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the basis of the One-Year CMT index.

“ One-Year LIBOR ”: The average of interbank offered rates for one-year U.S. dollar deposits in the London market based on quotations of major banks.

“ One-Year LIBOR Indexed ”: Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the basis of the One-Year LIBOR index.

“ Opinion of Counsel ”: A written opinion of counsel, who may, without limitation, be a salaried counsel for the Depositor, the Seller, the Master Servicer, the Servicer, the Trustee or the Securities Administrator, acceptable to the Trustee, except that any opinion of counsel relating to (a) the qualification of any REMIC created hereunder as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

“ Original Applicable Credit Support Percentage ”: With respect to each Class of Subordinate Certificates, the corresponding percentage set forth below opposite its Class designation:

Class B-1	3.80%
Class B-2	1.70%
Class B-3	1.00%
Class B-4	0.70%
Class B-5	0.40%
Class B-6	0.15%

“ Original Class Certificate Notional Amount ”: With respect to the Class X Certificates, will equal $284,961,000.

Original Class Certificate Principal Balance ”: With respect to each Class of Certificates, other than the Class X and Class Y Certificates, the corresponding aggregate amount set forth opposite the Class designation of such Class in the Preliminary Statement.

“ Original Subordinated Principal Balance ”: The aggregate of the Original Class Certificate Principal Balances of the Classes of Subordinate Certificates.

“ OTS ”: The Office of Thrift Supervision.

“ Outstanding Mortgage Loan ”: As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero, that was not the subject of a prepayment in full prior to such Due Date and that did not become a Liquidated Mortgage Loan prior to such Due Date.

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

“ Pass-Through Rate ”: With respect to each Class of Certificates and any Distribution Date, the rate set forth below:

(i)

The Pass-Through Rate for the Class 1A-1 Certificates shall be equal to the Net WAC for Loan Group 1;

(ii)

The Pass-Through Rate for the Class 2A-2 Certificates shall be equal to the Net WAC for Loan Group 2;

(iii)

The Pass-Through Rate for the Class 3A-1 Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 10.50%;

(iv)

The Pass-Through Rate for the Class 3A-2 Certificates shall be equal to the least of (a) LIBOR plus the applicable Margin, (b) the Net WAC Cap for that Distribution Date and (c) 10.50%;

(v)

The Pass-Through Rate for the Class A-R Certificates shall be equal to the Net WAC for Loan Group 1;

(vi)

The Pass-Through Rate for the Class X Certificates shall be equal to the excess, if any, of (a) the Net WAC for Loan Group 3 over (b) the weighted average rate of the Pass-Through Rates on the Class 3A-1 and Class 3A-2 Certificates, weighted on the basis of the Class Principal Balances on such Certificates prior to giving effect to distributions on such Distribution Date; provided, however, that the Pass-Through Rate for the Class 3A-1 and Class 3A-2 Certificates, the interest distributions on which are computed using an actual/360 day-count convention, will be adjusted for this purpose by multiplying that Pass-Through Rate by the quotient of the actual number days in the applicable Accrual Period divided by 30; and

(vii)

The Pass-Through Rate for the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be equal to the Subordinate Certificate Pass-Through Rate.

“ Paying Agent ”: Any paying agent appointed pursuant to Section 6.05 hereof. The initial Paying Agent shall be Wells Fargo Bank, N.A., for so long as it is acting as Securities Administrator under this Agreement.

“ Percentage Interest ”: With respect to any Certificate other than a Class A-R or Class Y Certificate, a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal Balance or Initial Certificate Notional Amount, as applicable, represented by such Certificate and the denominator of which is the Original Class Certificate Principal Balance or Original Certificate Notional Amount, as applicable, of the related Class. With respect to the Class A-R and Class Y Certificate, 100%.

“ Permitted Investments ”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued or managed by the Depositor, the Master Servicer, the Trustee or any of their respective Affiliates or for which an Affiliate of the Trustee or the Master Servicer serves as an advisor:

(i)

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

(ii)

(A) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee, the Master Servicer or their agents acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company or its ultimate parent has a short-term uninsured debt rating in one of the two highest available rating categories of each Rating Agency and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;

(iii)

repurchase obligations with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) rated A and A2 or higher by S&P and Moody’s, respectively;

(iv)

securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America, the District of Columbia or any State thereof and that are rated by the Rating Agencies in their highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;

(v)

commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations) that is rated by the Rating Agencies in their highest short-term unsecured debt rating available at the time of such investment;

(vi)

units of money market funds (which may be 12b-1 funds, as contemplated by the Commission under the Investment Company Act of 1940) registered under the Investment Company Act of 1940 including funds managed or advised by the Trustee, the Master Servicer or an affiliate thereof having the highest applicable rating from each Rating Agency; and

(vii)

if previously confirmed in writing to the Trustee, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies in writing as a permitted investment of funds backing securities having ratings equivalent to its highest initial ratings of the Senior Certificates;

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

“ Permitted Transferee ”: Any Transferee of a Residual Certificate other than a Disqualified Organization or a non-U.S. Person.

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

“ Physical Certificates ”: The Class A-R and Class Y Certificates.

“ Pool Balance ”: As to any Distribution Date, the aggregate of the Stated Principal Balances, as of the Close of Business on the first day of the month preceding the month in which such Distribution Date occurs, of the Mortgage Loans that were Outstanding Mortgage Loans on that day.

“ Prepayment Period ”: With respect to any Distribution Date the calendar month preceding the month in which such Distribution Date occurs.

“ Primary Insurance Policy ”: Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as evidenced by a policy or certificate.

“ Principal Balance ”: As to any Mortgage Loan, other than a Liquidated Mortgage Loan, and any day, the related Cut-Off Date Principal Balance, minus all collections credited against the Principal Balance of such Mortgage Loan after the Cut-Off Date. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan as of the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO Property and any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property.

“ Principal Deficiency Amount ”: For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Certificate Principal Balance of such Undercollateralized Group immediately prior to such Distribution Date over the sum of the Principal Balances of the Mortgage Loans in the related Loan Group immediately prior to such Distribution Date.

“ Principal Distribution Amount ”: With respect to each Loan Group and any Distribution Date, the sum of (a) each scheduled payment of principal collected or advanced on the related Mortgage Loans (before taking into account any Deficient Valuations or Debt Service Reductions) by the Servicer or the Master Servicer in respect of the related Due Period, (b) that portion of the Purchase Price, representing principal of any repurchased Mortgage Loan in that Loan Group, deposited to the Distribution Account during the related Prepayment Period, (c) the principal portion of any related Substitution Adjustments with respect to that Loan Group deposited in the Distribution Account during the related Prepayment Period, (d) the principal portion of all Insurance Proceeds received during the related Prepayment Period with respect to Mortgage Loans in that Loan Group that are not yet Liquidated Mortgage Loans, (e) the principal portion of all Net Liquidation Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage Loans in that Loan Group, (f) all Principal Prepayments in part or in full on Mortgage Loans in that Loan Group applied by the Servicer or the Master Servicer during the related Prepayment Period, (g) all Recoveries related to that Loan Group received during the calendar month preceding the month of that Distribution Date and (g) on the Distribution Date on which the Trust is to be terminated pursuant to Section 11.01 hereof, that portion of the Termination Price in respect of principal for that Loan Group.

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

“ Private Certificates ”: The Class B-4, Class B-5, Class B-6 and Class Y Certificates.

“ Private Placement Memorandum ”: The Private Placement Memorandum dated April 28, 2005 relating to the initial sale of the Class B-4, Class B-5 and Class B-6 Certificates.

“ Pro Rata Share ”: As to any Distribution Date and any Class of Subordinate Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such Class, equal to the product of the (a) Subordinate Principal Distribution Amount on such date and (b) a fraction, the numerator of which is the related Class Certificate Principal Balance of that Class and the denominator of which is the aggregate of the Class Certificate Principal Balances of all the Classes of Subordinate Certificates.

“ Prospectus ”: The Prospectus Supplement, together with the accompanying prospectus dated February 22, 2005, relating to the Senior Certificates and the Class B-1, Class B-2 and Class B-3 Certificates.

“ Prospectus Supplement ”: That certain Prospectus Supplement dated April 25, 2005 relating to the initial sale of the Senior Certificates and the Class B-1, Class B-2 and Class B-3 Certificates.

“ Purchase Price ”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or Section 10.01 hereof, and as confirmed by an Officers’ Certificate from the Seller to the Trustee and the Securities Administrator, an amount equal to the sum of (i) 100% of the Principal Balance thereof as of the date of purchase (or such other price as provided in Section 10.01), plus (ii) in the case of (x) a Mortgage Loan, accrued interest on such Principal Balance at the applicable Loan Rate (or if the servicer is repurchasing such Mortgage Loan, the Loan Rate minus the Servicing Fee Rate) from the Due Date as to which interest was last covered by a payment by the Mortgagor through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum of (1) accrued interest on such Principal Balance at the applicable Loan Rate (or if the servicer is repurchasing such Mortgage Loan, the Loan Rate minus the Servicing Fee Rate) from the Due Date as to which interest was last covered by a payment by the Mortgagor plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds and Liquidation Proceeds that as of the date of purchase had been distributed as or to cover REO Imputed Interest, plus (iii) any unreimbursed Servicing Advances and any unpaid Expense Fees allocable to such Mortgage Loan or REO Property, plus (iv) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03 hereof, expenses reasonably incurred or to be incurred by the Trustee in respect of the breach or defect giving rise to the purchase obligation and plus (v) any costs and damages actually incurred and paid by or on behalf of the Trust in connection with any breach of the representation and warranty set forth in Schedule II, with respect to the Mortgage Loans, as the result of a violation of a predatory or abusive lending law applicable to such 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 Fannie Mae-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.

“ Qualified Substitute Mortgage Loan ”: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of, and not more than 5% less than, the Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a maximum loan rate not less than the Maximum Loan Rate of the Deleted Mortgage Loan, (iii) have a gross margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv) have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment date not more than two months after the next Adjustment Date of the Deleted Mortgage Loan, (vi) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (vii) be current as of the date of substitution, (viii) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (ix) have been underwritten or re-underwritten in accordance with the same or substantially similar underwriting criteria and guidelines as the Deleted Mortgage Loan, (x) is of the same or better credit quality as the Deleted Mortgage Loan and (xi) conform to each representation and warranty set forth in Section 2.04 hereof applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the terms described in clause (vi) hereof shall be determined on the basis of weighted average remaining term to maturity and the Loan-to-Value Ratio described in clause (viii) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (x) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

“ Rating Agencies ”: S&P and/or Moody’s and any successor thereto. If either such rating agency or its successor shall no longer be in existence, “Rating Agencies” shall include such nationally recognized statistical rating agency, or other comparable Person, as shall have been designated by the Depositor, notice of which designation shall be given to the Trustee.

“ Realized Loss ”: With respect to any Liquidated Mortgage Loan, the amount of loss realized equal to the sum of (i) the portion of the Principal Balance remaining unpaid after application of all Net Liquidation Proceeds in respect of such Liquidated Mortgage Loan and (ii) interest at the applicable Net Loan Rate from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the related Due Date in the month in which Liquidation Proceeds are required to be distributed on the Principal Balance of such Liquidated Mortgage Loan from time to time.

“ Record Date ”: With respect to each Distribution Date and all Classes of Certificates (other than the LIBOR Certificates), the last Business Day of the calendar month preceding the month in which such Distribution Date occurs. With respect to each Distribution Date and the LIBOR Certificates, the last Business Day preceding that Distribution Date (or the Closing Date, in the case of the first Distribution Date), unless the any Class of LIBOR Certificates are no longer Book-Entry Certificates, in which case the Record Date for such Class of LIBOR Certificates shall be the last Business Day of the calendar month preceding the month in which that Distribution Date occurs.

“ Recovery ”: With respect to any Distribution Date and Mortgage Loan that became a Liquidated Mortgage Loan in a month preceding the month prior to that Distribution Date and with respect to which the related Realized Loss was allocated to one or more Classes of Certificates, an amount received in respect of such Liquidated Mortgage Loan during the prior calendar month, net of any reimbursable expenses.

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

“ Regular Certificate ”: Any Class 1A-1, Class 2A-1, Class 3A-1, Class 3A-2, Class X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Certificate.

“ Relief Act ”: The Servicemembers Civil Relief Act, or any similar state law.

“ 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 Due Period as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on that Mortgage Loan during such Due Period is less than (ii) one month’s interest on the Stated Principal Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before giving effect to the application of the Relief Act.

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

“ REMIC Opinion ”: An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, result in an Adverse REMIC Event.

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

“ Remittance Report ”: The Servicer’s Remittance Report to the Securities Administrator providing information with respect to each Mortgage Loan which is provided no later than the 15 ^th calendar day of each month and which shall contain such information as may be agreed upon by the Servicer, the Master Servicer and the Securities Administrator and which shall be sufficient to enable the Securities Administrator to prepare the related Distribution Date Statement.

“ Rents from Real Property ”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.

“ REO Account ”: The account or accounts maintained by the Servicer in respect of an REO Property pursuant to this Agreement.

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

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

“ REO Principal Amortization ”: With respect to any REO Property, for any calendar month, the excess, if any, of (a) the aggregate of all amounts received in respect of such REO Property during such calendar month, whether in the form of rental income, sale proceeds (including, without limitation, that portion of the Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant to Section 11.01 hereof that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to the applicable provisions of this Agreement in respect of the proper operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the Servicer pursuant to the applicable provisions of this Agreement for unpaid Master Servicing Fees and Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar month.

“ REO Property ”: A Mortgaged Property acquired by the Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure in accordance with the applicable provisions of this Agreement.

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

“ Required Reserve Fund Deposit ”: With respect to the Class X Certificates and any Distribution Date, an amount equal to the lesser of (i) the Interest Distributable Amount for the Class X Certificates for such Distribution Date and (ii) the amount required to bring the balance on deposit in the Basis Risk Reserve Fund up to an amount equal to the Basis Risk Shortfalls for such Distribution Date with respect to the Class 3A-1 and Class 3A-2 Certificates.

“ Residential Dwelling ”: Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project, (iv) a manufactured home or (v) a detached one-family dwelling in a planned unit development, none of which is a mobile home.

“ Residual Certificate ”: The Class A-R Certificate.

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

“ Restricted Classes ”: As defined in Section 5.01(e).

“ Restricted Global Security ”: As defined in Section 6.01.

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

“ Securities Administrator ”: Wells Fargo Bank, N.A., or its successor in interest, or any successor securities administrator appointed as herein provided.

“ Seller ”: Provident Funding Associates, L.P. in its capacity as seller under this Agreement.

“ Senior Certificate ”: Any one of the Class 1A-1, Class 2A-1, Class 3A-1, Class 3A-2, Class X or Class A-R Certificates.

“ Senior Certificate Group ”: Any of (a) the Class 1A-1 and Class A-R Certificates with respect to Loan Group 1, (b) the Class 2A-1 Certificates with respect to Loan Group 2 and (c) the Class 3A-1, Class 3A-2 and Class X Certificates with respect to Loan Group 3.

“ Senior Certificateholder ”: Any Holder of a Senior Certificate.

“ Senior Credit Support Depletion Date ”: The date on which the Class Certificate Principal Balance of each Class of Subordinate Certificates has been reduced to zero.

“ Senior Percentage ”: With respect to each Loan Group and any Distribution Date, the percentage equivalent of a fraction the numerator of which is the aggregate of the Class Certificate Principal Balance of the Class or Classes of Senior Certificates relating to the Loan Group immediately prior to such Distribution Date and the denominator of which is the Stated Principal Balance of all Mortgage Loans in the related Loan Group for such Distribution Date; provided, however, that on any Distribution Date after a Senior Termination Date has occurred with respect to a Loan Group, the Senior Percentage for such Loan Group will be equal to 0%; and, provided, further, that on any Distribution Date after a Senior Termination Date has occurred with respect to a Loan Group, the Senior Percentage of the remaining Senior Certificates is the percentage equivalent of a fraction, the numerator of which is the aggregate of the Certificate Principal Balances of the remaining Class of Senior Certificates immediately prior to such date and the denominator of which is the aggregate of the Certificate Principal Balances of all Classes of Certificates, immediately prior to such date.

“ Senior Prepayment Percentage ”: With respect to each Loan Group and any Distribution Date before the Distribution Date in May 2010, 100%. Except as provided herein, the Senior Prepayment Percentage for each Loan Group for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date will be as follows: (i) from May 2010 through April 2011, the related Senior Percentage plus 70% of the related Subordinate Percentage for that Distribution Date; (ii) from May 2011 through April 2012, the related Senior Percentage plus 60% of the related Subordinate Percentage for that Distribution Date; (iii) from May 2012 through April 2013, the related Senior Percentage plus 40% of the related Subordinate Percentage for that Distribution Date; (iv) from May 2013 through April 2014, the related Senior Percentage plus 20% of the related Subordinate Percentage for that Distribution Date; and (v) from and after May 2014, the related Senior Percentage for that Distribution Date; provided, however, that there shall be no reduction in the Senior Prepayment Percentage for any Loan Group unless the Step Down Conditions are satisfied.

Notwithstanding the above, (i) if on any Distribution Date prior to May 2008 the Two Times Test is satisfied, the Senior Prepayment Percentage for each Loan Group will equal the related Senior Percentage for such Distribution Date plus 50% of an amount equal to 100% minus the related Senior Percentage for such Distribution Date and (ii) if on any Distribution Date in or after May 2008 the Two Times Test is satisfied, the Senior Prepayment Percentage for each Loan Group will equal the related Senior Percentage for such Distribution Date.

However, if, on any distribution date occurring on or after the distribution date in May 2010, the Senior Percentage exceeds the Senior Percentage on the closing date, the Senior Prepayment Percentage for that date will once again equal 100%.

“ Senior Principal Distribution Amount ”: With respect to each Loan Group and any Distribution Date, the sum of:

(1)

the related Senior Percentage of all amounts described in clauses (a) through (d) of the definition of “Principal Distribution Amount” for that Distribution Date;

(2)

with respect to each Mortgage Loan in that Loan Group which became a Liquidated Mortgage Loan during the related Prepayment Period, the lesser of

(x)

the related Senior Percentage of the Stated Principal Balance of that Mortgage Loan; and

either

(y)

the related Senior Prepayment Percentage of the amount of the Net Liquidation Proceeds allocable to principal received with respect to that Mortgage Loan

(z)

if an Excess Loss was sustained with respect to such Liquidated Mortgage Loan during such related Prepayment Period, the related Senior Percentage of the amount of Net Liquidation Proceeds allocable to principal received with respect to that Mortgage Loan; and

(3)

the related Senior Prepayment Percentage of the amounts described in clause (f) of the definition of “Principal Distribution Amount;”

provided , however , that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to any Mortgage Loan that is not a Liquidated Mortgage Loan, such Senior Principal Distribution Amount will be reduced on such Distribution Date by the related Senior Percentage of the principal portion of such Bankruptcy Loss.

“ Senior Termination Date ”: For either Senior Certificate Group, the Distribution Date on which the aggregate of the Class Certificate Principal Balances of the related Senior Certificates is reduced to zero.

“ Servicer ”: Provident Funding Associates L.P.

“ Servicer Certification ”: A written certification covering servicing of the Mortgage Loans and signed by an officer of the Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Servicer Certification shall be as agreed to by the Servicer, Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

“ Servicer Remittance Date ”: With respect to any Distribution Date, the first Business Day preceding such Distribution Date.

“ Servicing Account ”: Any account established and maintained by a Servicer with respect to the related Mortgage Loans and any REO Property, pursuant to the terms of Section 3.09 of this Agreement.

“ Servicing Advances ”: With respect to the Servicer, all customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Servicer in the performance of its servicing obligations hereunder, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv) compliance with the obligations under Article III hereof.

“ Servicing Fee ”: With respect to any Mortgage Loan and Distribution Date, the product of (x) Servicing Fee Rate and (y) the Principal Balance of such Mortgage Loan on the first day of the related Due Period.

“ Servicing Fee Rate ”: With respect to each Mortgage Loan, 0.375% per annum.

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

“ Servicing Standard ”: The standards that are set forth in Section 3.01 hereof.

“ Special Hazard Coverage Termination Date ”: The date on which the Special Hazard Loss Coverage Amount is reduced to zero.

“ Special Hazard Loss ”: Any Realized Loss suffered by a Mortgaged Property, as reported by the Servicer to the Securities Administrator, on account of direct physical loss but not including (i) any loss 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 this Agreement to the extent of the amount of such loss covered thereby, or (ii) any loss caused by or resulting from:

(a)

normal wear and tear;

(b)

fraud, conversion or other dishonest act on the part of the Trustee, a 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:

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

by military, naval or air forces; or

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 Loss Coverage Amount ”: With respect to the first Distribution Date, $15,307,079.50. With respect to any Distribution Date after the first Distribution Date, the lesser of (a) the greatest of (i) 1% of the aggregate of the Principal Balances of the Mortgage Loans, (ii) twice the Principal Balance of the largest Mortgage Loan and (iii) the aggregate of the Principal Balances of the Mortgage Loans secured by Mortgaged Properties located in the single five-digit ZIP code area in the State of California having the highest aggregate Principal Balance of any such ZIP code area and (b) the Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if any, of Special Hazard Losses allocated to the Certificates since the Closing Date; provided, however, that the Special Hazard Loss Coverage Amount may also be reduced pursuant to a letter from each Rating Agency to the Trustee to the effect that any such reduction will not result in the downgrading of the then current ratings assigned by the Rating Agencies to the Classes of Senior Certificates. All Principal Balances for the purpose of this definition will be calculated as of the first day of the calendar month preceding the month of such Distribution Date after giving effect to scheduled payments on the Mortgage Loans then due, whether or not paid.

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

“ Startup Day ”: As defined in Section 9.01(b) hereof.

“ Stated Principal Balance ”: With respect to any Mortgage Loan: (a) as of the Distribution Date in May 2005, the Cut-Off Date Principal Balance of such Mortgage Loan, (b) thereafter as of any date of determination up to and including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, as shown in the Mortgage Loan Schedule, minus , in the case of each Mortgage Loan, the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-Off Date, whether or not received, (ii) all Principal Prepayments received after the Cut-Off Date, to the extent distributed pursuant to Section 5.01 and before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Servicer as recoveries of principal in accordance with this Agreement, to the extent distributed pursuant to Section 5.01 before such date of determination, and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Due Period for the most recent Distribution Date preceding such date of determination; and (c) as of any date of determination subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (x) as of any date of determination up to and including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust, minus the aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended calendar months, to the extent distributed pursuant to Section 5.01 before such date of determination; and (y) as of any date of determination subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.

“ Step Down Conditions ”: As of the first Distribution Date as to which any decrease in any Senior Prepayment Percentage applies, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure) (averaged over the preceding six month period), as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed:

(i)

for the Distribution Date on or after the fifth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date,

(ii)

for the Distribution Date on or after the sixth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date,

(iii)

for the Distribution Date on or after the seventh anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date,

(iv)

for the Distribution Date on or after the eighth anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and

(v)

for the Distribution Date on or after the ninth anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

“ Strike Rate ”: With respect to any Distribution Date and the Yield Maintenance Agreement, the amount listed on Schedule III hereto.

“ Subordinate Certificate ”: Any one of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Certificates.

“ Subordinate Certificate Pass-Through Rate ”: With respect to each Class of Subordinate Certificates and any Distribution Date, the rate per annum equal to the weighted average of the Net WACs for Loan Group 1, Loan Group 2 and Loan Group 3, weighted on the basis of the respective Subordinate Component.

“ Subordinate Class Expense Share ”: For each Class of Subordinate Certificates and the Accrual Period, the Subordinate Class Expense Share shall be allocated in reverse order of their respective numerical Class designations (beginning with the Class of Subordinate Certificates with the highest numerical Class designation) and will be an amount equal to (i) the sum of, without duplication, (a) the amounts paid to the Trustee or the Securities Administrator from the Trust Fund during such Accrual Period pursuant to Section 8.05 hereof to the extent such amounts were paid for ordinary or routine expenses and were not taken into account in computing the Net Loan Rate of any Mortgage Loan and (b) amounts described in clause (y) of the definition of Available Funds herein to the extent such amounts were paid for ordinary or routine expenses and were not taken into account in computing the Net Mortgage Rate of any Mortgage Loan minus (ii) amounts taken into account under clause (i) of this definition in determining the Subordinate Class Expense Share of any Class of Subordinate Certificates having a higher numeric designation. In no event, however, shall the Subordinate Class Expense Share for any Class of Subordinate Certificates and any Accrual Period exceed the product of (i) (a) Net WAC divided by (b) 12 and (ii) the Class Certificate Principal Amount of such Class of Subordinate Certificates as of the beginning of the related Accrual Period.

“ Subordinate Component ”: With respect to each Loan Group and any Distribution Date, the excess of the related Loan Group Balance for such Distribution Date over the aggregate Class Certificate Principal Balance of the related Senior Certificate Group immediately preceding such Distribution Date. The designation “1,” “2” or “3” appearing after the corresponding Loan Group designation is used to indicate a Subordinate Component allocable to Loan Group 1, Loan Group 2 and Loan Group 3, respectively

“ Subordinate Percentage ”: With respect to any Distribution Date and Loan Group, the difference between 100% and the related Senior Percentage for such Distribution Date and Loan Group; provided, however , that on any Distribution Date occurring after a Senior Termination Date with respect to a Senior Certificate Group, the Subordinate Percentage will represent the entire interest of the Subordinate Certificates in the Mortgage Loans and will equal the difference between 100% and the Senior Percentage for such Distribution Date.

“ Subordinate Prepayment Percentage ”: With respect to any Distribution Date, the difference between 100% and the Senior Prepayment Percentage for such Distribution Date.

“ Subordinate Principal Distribution Amount ”: With respect to each Loan Group and any Distribution Date, an amount equal to the sum of for all Loan Groups:

(1)

the related Subordinate Percentage of all amounts described in clauses (a) through (d) of the definition of “Principal Distribution Amount” for that Loan Group and Distribution Date;

(2)

with respect to each Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during the related Prepayment Period, the amount of the Net Liquidation Proceeds allocated to principal received with respect thereto remaining after application thereof pursuant to clause (2) of the definition of “Senior Principal Distribution Amount” for that Loan Group and Distribution Date, up to the related Subordinate Percentage of the Stated Principal Balance of such Mortgage Loan; and

(3)

the related Subordinated Prepayment Percentage of all amounts described in clause (f) of the definition of “Principal Distribution Amount” for such Loan Group and Distribution Date;

provided , however , that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to any Mortgage Loan that is not a Liquidated Mortgage Loan, the related Subordinate Principal Distribution Amount will be reduced on the related Distribution Date by the Subordinate Percentage of the principal portion of such Bankruptcy Loss and provided, further, that on any Distribution Date occurring after a Senior Termination Date has occurred with respect to a Senior Certificate Group, the Subordinate Principal Distribution Amount will not be calculated by Loan Group but will equal the amount calculated pursuant to the formula set forth above based on the Subordinate Percentage or Subordinate Prepayment Percentage, as applicable, for such Distribution Date with respect to all the Mortgage Loans rather than the Mortgage Loans in the related Loan Group only.

“ Substitution Adjustment ”: As defined in Section 2.03(d) hereof.

“ Tax Returns ”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each REMIC created hereunder under the REMIC Provisions, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

“ Termination Price ”: As defined in Section 11.01(a) hereof.

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

“ Transfer Affidavit ”: As defined in Section 6.02(e)(ii) hereof.

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

“ Trust ”: Provident Funding Mortgage Loan Trust 2005-1, the trust created hereunder.

“ Trust Fund ”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, such Trust Fund consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement (including any security interest created thereby), (v) the Distribution Account (subject to the last sentence of this definition), any REO Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto, (vi) the Basis Risk Reserve Fund and (viii) the Yield Maintenance Agreement. Notwithstanding the foregoing, however, the Trust Fund specifically excludes all payments and other collections of interest and principal due on the Mortgage Loans on or before the Cut-Off Date and principal received before the Cut-Off Date (except any principal collected as part of a payment due after the Cut-Off Date).

“ Trustee ”: Deutsche Bank National Trust Company, a national banking association, its successors and assigns, or any successor trustee appointed as provided herein.

“ Two Times Test ”: As to any Distribution Date, (i) the Aggregate Subordinate Percentage is at least two times the Aggregate Subordinate Percentage as of the Closing Date; (ii) the aggregate of the Principal Balances of all Mortgage Loans Delinquent 60 days or more (including Mortgage Loans in REO and foreclosure) (averaged over the preceding six-month period), as a percentage of the aggregate of the Class Certificate Principal Balances of the Subordinate Certificates, does not equal or exceed 50%; and (iii) on or after the Distribution Date in May 2008, cumulative Realized Losses do not exceed 30% of the Original Subordinated Principal Balance or prior to the Distribution Date in May 2008, cumulative Realized Losses do not exceed 20% of the Original Subordinated Principal Balance.

“ Undercollateralized Group ”: With respect to any Distribution Date and Loan Group, as to which the aggregate Class Certificate Principal Balance of the related classes of Senior Certificates, after giving effect to distributions pursuant to Section 5.01(a) on such date, is greater than the Loan Group Balance of the related Loan Group for such Distribution Date.

“ Underwriter’s Exemption ”: Prohibited Transaction Exemption 90-59 (Exemption Application No. D-8374), as amended by Prohibited Transaction Exemption 97-34 (Exemption Application Nos. D-10245 and D-10246), as amended by Prohibited Transaction Exemption 2000-58 (Exemption Application No. D-10829) and as amended by Prohibited Transaction Exemption 2002-41 (Exemption Application No. D-11077) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

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

“ United States Person ” or “ U.S. Person ”: A “United States person” within the meaning set forth in Section 7701(a)(30) of the Code or successor provisions.

“ Unpaid Interest Shortfall Amount ”: With respect to each Class of Certificates (other than the Class Y Certificates) and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if any, by which (1)(a) the Monthly Interest Distributable Amount for that Class for the immediately preceding Distribution Date exceeds (b) the aggregate amount distributed on that Class in respect of such Monthly Interest Distributable Amount on the preceding Distribution Date plus (2) any such shortfalls remaining unpaid from prior Distribution Dates.

“Upper Tier Interest ”: As described in the Preliminary Statement.

“Upper Tier REMIC ”: As described in the Preliminary Statement.

“ Value ”: With respect to any Mortgage Loan and the related Mortgaged Property, the lesser of:

(i)

the value of such Mortgaged Property as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac; and

(ii)

the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan;

provided, however , that in the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinancing Mortgage Loan at the time of origination by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac.

“ Voting Rights ”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 98% of the voting rights shall be allocated among the Classes of Regular Certificates (other than the Class A-R and Class X Certificates), pro rata , based on a fraction, expressed as a percentage, the numerator of which is the Class Certificate Principal Balance of such Class and the denominator of which is the aggregate of the Class Certificate Principal Balances then outstanding and 1% of the voting rights shall be allocated to each of the Class A-R Certificate and the Class X Certificate; provided, however , that when none of the Regular Certificates is outstanding, 100% of the voting rights shall be allocated to the Holder of the Class A-R Certificate. The voting rights allocated to a Class of Certificates shall be allocated among all Holders of such Class, pro rata , based on a fraction the numerator of which is the Certificate Principal Balance or Certificate Notional Amount, as applicable, of each Certificate of such Class and the denominator of which is the Class Certificate Principal Balance or Class Certificate Notional Amount, respectively, of such Class; provided, however , that any Certificate registered in the name of the Trustee or any of its affiliates shall not be included in the calculation of Voting Rights. The Class Y Certificate shall have no Voting Rights.

“ Writedown Amount ”: The reduction described in Section 5.03(c).

“ Yield Maintenance Account ”: The separate account maintained and held by the Securities Administrator pursuant to Section 3.13, 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 3A-1, Class 3A-2 and Class X Certificateholders, and which account provides that the Securities Administrator may make, or cause to be made, withdrawals therefrom in accordance with Section 3.13.

“ Yield Maintenance Agreement ”: The transaction evidenced by the ISDA Master Agreement dated April 28, 2005 together with the related Schedule and Swap Conformation and any other related documents thereto, between the Yield Maintenance Provider and the Securities Administrator. The Yield Maintenance Agreement will be for the benefit of the Class 3A-1 and Class 3A-2 Certificates.

“ Yield Maintenance Distributable Amount ”: With respect to each Distribution Date and the Class 3A-1 and Class 3A-2 Certificates, an amount equal to the product of (i) the excess, if any, of (x) LIBOR, subject to a maximum of 10.50%, over (y) the applicable Strike Rate, (ii) the lesser of (a) the related Yield Maintenance Notional Balance and (b) the aggregate Certificate Principal Balance of the Class 3A-1 and Class 3A-2 Certificates on the first day of the related Accrual Period and (iii) a fraction, the numerator of which is the actual number days in the related interest Accrual Period and the denominator of which is 360.

“Yield Maintenance Notional Balance” : For each of the Class 3A-1 and Class 3A-2 Certificates and any Distribution Date, the amount set forth on Schedule II hereto.

“ Yield Maintenance Payment ”: The payment remitted to the Securities Administrator by the Yield Maintenance Provider under the Yield Maintenance Agreement.

“ Yield Maintenance Provider ”: Swiss Re Financial Products Corporation.

SECTION 1.02. Accounting .

Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken into account such definition or calculation and any related definitions or calculations shall be determined without duplication of such functions.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01. Conveyance of Mortgage Loans .

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor or the Servicer after the Cut-Off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates. On the Closing Date, the Depositor shall transfer the Class Y Certificate to the Seller as partial consideration for the sale of the Mortgage Loans by the Seller to the Depositor pursuant to the Mortgage Loans Purchase Agreement. In addition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreement with the Securities Administrator and on the Closing Date, the Seller shall transfer the Class Y Certificate to the Securities Administrator as inducement to enter into the Yield Maintenance Agreement. The Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreement.

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein.

In connection with such transfer and assignment, the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Trustee, or the Custodian as its designated agent, the following documents or instruments with respect to each Mortgage Loan (a “ Mortgage File ”) so transferred and assigned:

(i)

the original Mortgage Note, endorsed either on its face or by allonge attached thereto in blank or in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee for Provident Funding Mortgage Loan Trust 2005-1, Provident Funding Mortgage Pass-Through Certificates, Series 2005-1, without recourse”, or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans the aggregate Cut-Off Date Principal Balance of which is less than or equal to 2% of the Cut-Off Date Aggregate Principal Balance;

(ii)

except as provided below, for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN for that Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment to MERS, in each case with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, together with an Officer’s Certificate of the Seller certifying that the copy of such Mortgage delivered to the Trustee (or its Custodian) is a true copy and that the original of such Mortgage has been forwarded to the public recording office, or, in the case of a Mortgage that has been lost, a copy thereof (certified as provided for under the laws of the appropriate jurisdiction) and a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Trustee and the Depositor that an original recorded Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loan;

(iii)

the original of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an officer’s certificate of the Seller, title company, escrow agent or closing attorney certifying that the copy of such assumption, modification or substitution agreement delivered to the Trustee (or its Custodian) on behalf of the Trust is a true copy and that the original of such agreement has been forwarded to the public recording office;

(iv)

in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned to “Deutsche Bank National Trust Company, as Trustee for Provident Funding Mortgage Loan Trust 2005-1, Provident Funding Mortgage Pass-Through Certificates, Series 2005-1, without recourse”;

(v)

in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original copy of any intervening Assignment of Mortgage showing a complete chain of assignments, or, in the case of an intervening Assignment of Mortgage that has been lost, a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Trustee that such original intervening Assignment of Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loans;

(vi)

the original Primary Insurance Policy, if any, or certificate, if any; and

(vii)

the original or a certified copy (which copy may be electronic with a separate certification) of lender’s title insurance policy.

In connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will take (or shall cause the Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Servicer and the Trustee), such actions as are necessary to cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Certificates issued in connection with the transfer of such Mortgage Loans to the Provident Funding Mortgage Loan Trust 2005-1.

Assignments of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage Loan shall be recorded; provided, however , that such assignments need not be recorded if, in the Opinion of Counsel (which must be from Independent Counsel and not at the expense of the Trust, the Trustee or the Master Servicer) acceptable to the Trustee, the Rating Agencies, the Servicer and the Master Servicer, recording in such states is not required to protect the Trustee’s interest in the related Mortgage Loans; provided, further , notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Seller (or the Seller will cause the Servicer to submit each such assignment for recording), at the cost and expense of the Seller, in the manner described above, at no expense to the Trust or Trustee, upon the earliest to occur of (1) reasonable direction by the Majority Certificateholders, (2) the occurrence of a bankruptcy or insolvency relating to the Seller or the Depositor, or (3) with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no event more than three months thereafter except to the extent delays are caused by the applicable recording office), the Seller shall properly record (or the Seller will cause the Servicer to properly record), at the expense of the Seller (with the cooperation of the Depositor, the Master Servicer, the Servicer and the Trustee), in each public recording office where the related Mortgages are recorded, each assignment referred to in Section 2.01(v) above with respect to a Mortgage Loan that is not a MERS Mortgage Loan.

The Trustee agrees to execute and deliver to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto.

If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(x) above, the Seller shall deliver or cause to be delivered to the Trustee the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee, promptly upon receipt thereof, but in any case within 90 days of the Closing Date. The Seller shall deliver or cause to be delivered to the Trustee, promptly upon receipt thereof, any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan sold to the Depositor by the Seller, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, herewith delivers to the Trustee, or to the Custodian on behalf of the Trustee, no later than 2 Business Days after the Closing Date, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Distribution Account have been so deposited. All original documents that are not delivered to the Trustee on behalf of the Trust shall be held by the Servicer in trust for the Trustee, for the benefit of the Trust and the Certificateholders.

Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03 hereof.

The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement.

SECTION 2.02. Acceptance by Trustee .

The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.

The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and the Rating Agencies an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) and (ii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon.

If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Master Servicer, the Servicer and the Depositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement.

The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Seller .

(a)

Upon discovery or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 or Section 2.08 hereof in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders, the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller of such defect, missing document or breach and request that the Seller deliver such missing document or cure such defect or breach within 90 days from the date that the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement and cause the Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 90 day period (subject to Section 2.03(e) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such 90 day period, if the Seller shall have commenced to cure such breach within such 90 day period, the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within the additional period provided under the Mortgage Loan Purchase Agreement; and, provided further, that, in the case of the breach of any representation, warranty or covenant made by the Seller in the Mortgage Loan Purchase Agreement, which representations, warranties and covenants are also attached hereto as Schedule II, the Seller shall be obligated to cure such breach or purchase the affected Mortgage Loans for the Purchase Price or, if the Mortgage Loan or the related Mortgaged Property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Purchase Price, any excess of the Purchase Price over the Net Liquidation Proceeds received upon such sale. The Purchase Price for the repurchased Mortgage Loan or such other amount due shall be deposited in the Distribution Account on or prior to the next Determination Date after the Seller’s obligation to repurchase such Mortgage Loan arises. The Securities Administrator shall remit to the parties entitled thereto the portions of the Purchase Price, if any specified in clause (iv) and (v) of the definition thereof. The Trustee, upon receipt of written certification from the Securities Administrator of the related deposit in the Distribution Account, shall release to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto and the Trustee shall have no further responsibility with regard to such Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). In lieu of repurchasing any such Mortgage Loan as provided above, the Seller may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d) below. It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.

The Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement including, without limitation, any obligation of the Seller to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant as described in this Section 2.03(a).

(b)

If pursuant to the provisions of Section 2.03(a), the Seller repurchases or otherwise removes from the Trust Fund a Mortgage Loan that is a MERS Mortgage Loan, the Seller shall take (or shall cause the Servicer to take), at the expense of the Seller (with the cooperation of the Depositor and the Trustee), such actions as are necessary either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Seller or its designee as the beneficial holder of such Mortgage Loan.

(c)

[Reserved].

(d)

Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) above must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller delivering to the Custodian, on behalf of the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01 hereof, together with an Officers’ Certificate stating that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment (as described below), if any, in connection with such substitution; provided, however, that, in the case of any Qualified Substitute Mortgage Loan that is a MERS Mortgage Loan, the Seller shall provide such documents and take such other action with respect to such Qualified Substitute Mortgage Loans as are required pursuant to Section 2.01 hereof. The Custodian, on behalf of the Trustee, shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within five Business Days thereafter, shall review such documents as specified in Section 2.02 hereof and deliver to the Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit G-2, with any exceptions noted thereon. Within 180 days of the date of substitution, the Custodian, on behalf of the Trustee, shall deliver to the Seller and the Master Servicer a certification substantially in the form of Exhibit G-3 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Seller. For the month of substitution, distributions to Certificateholders will reflect the collections and recoveries in respect of such Deleted Mortgage Loan in the Due Period preceding the month of substitution and the Depositor or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Seller shall give or cause to be given written notice to the Certificateholders that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by the Seller, the Mortgage Loan Purchase Agreement, including, in the case of a substitution effected by the Seller all representations and warranties thereof included in the Mortgage Loan Purchase Agreement and all representations and warranties thereof set forth in Section 2.04 hereof, in each case as of the date of substitution.

For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Seller shall determine, and provide written certification to the Trustee and the Master Servicer as to the amount (each, a “ Substitution Adjustment ”), if any, by which the aggregate Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan, of the principal balance thereof as of the date of substitution, together with one month’s interest on such principal balance at the applicable Net Loan Rate. On or prior to the next Determination Date after the Seller’s obligation to repurchase the related Deleted Mortgage Loan arises, the Seller will deliver or cause to be delivered to the Master Servicer for deposit in the Distribution Account an amount equal to the related Substitution Adjustment, if any, and the Custodian, on behalf of the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans, shall release to the Seller the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

In addition, the Seller shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) will not cause an Adverse REMIC Event. If such Opinion of Counsel cannot be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given.

(e)

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

SECTION 2.04. Representations and Warranties of the Seller with Respect to the Mortgage Loans .

The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that the representations and warranties made by the Seller pursuant to Schedule II to this Agreement are hereby being made to the Trustee and are true and correct as of the Closing Date.

With respect to the representations and warranties incorporated in this Section 2.04 that are made to the best of the Seller’s knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Certificateholders then, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

Within 90 days of its discovery or its receipt of notice of any such missing or materially defective documentation or any such breach of a representation or warranty, the Seller shall promptly deliver such missing document or cure such defect or breach in all material respects or, in the event such defect or breach cannot be cured, the Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Fund and substitute for it one or more Qualified Substitute Mortgage Loans, in either case, in accordance with Section 2.03 hereof.

It is understood and agreed that the representations and warranties incorporated in this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Seller or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties, and in no event later than two Business Days from the date of such discovery. It is understood and agreed that the obligations of the Seller set forth in Section 2.03(a) hereof to cure, substitute for or repurchase a related Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties incorporated in this Section 2.04.

SECTION 2.05. Representations, Warranties and Covenants of the Servicer .

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

(i)

The Servicer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing or is exempt from such licensure, qualification or requirement of good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer or is a condition to the enforceability or validity of each Mortgage Loan; the Servicer has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement constitutes the valid, binding and enforceable obligation of the Servicer, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally; and all requisite action called for by the Servicer’s limited partnership agreement has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms;

(ii)

The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the Servicer’s limited partnership agreement or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject;

(iii)

The execution and delivery of this Agreement by the Servicer and the performance and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained;

(iv)

This Agreement, and all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, or the rights of creditors of federally insured financial institutions, and general principles of equity;

(v)

The Servicer is a servicer approved by Fannie Mae and Freddie Mac;

(vi)

The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

(vii)

There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that, either individually or in the aggregate, (A) could reasonably be expected to prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement, or (B) could reasonably be expected to result in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or (C) could reasonably be expected to result in any material liability on the part of the Servicer, or (D) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or (E) would otherwise be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; and

(viii)

Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Seller or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Depositor, the Servicer, the Seller and the Trustee and the Servicer shall cure any breach within 60 days of notice thereof.

SECTION 2.06. Representations and Warranties of the Depositor .

The Depositor represents and warrants to the Servicer, Master Servicer, the Securities Administrator and the Trustee on behalf of the Certificateholders and to as follows:

(i)

this agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general an except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);

(ii)

immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature;

(iii)

as of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust;

(iv)

the Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors;

(v)

the Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with full corporate power and authority to own its assets and conduct its business as presently being conducted;

(vi)

the Depositor is not in violation of its certificate of incorporation or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;

(vii)

the execution, delivery and performance of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the certificate of incorporation or by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement);

(viii)

to the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or “blue sky” laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and

(ix)

there are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.

SECTION 2.07. Issuance of Certificates .

The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02 hereof, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Securities Administrator, pursuant to the written request of the Depositor executed by an officer of the Depositor, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates constitute the entire beneficial ownership interest in the Trust Fund.

SECTION 2.08. Representations and Warranties of the Seller .

The Seller hereby represents and warrants with respect to itself, to the Trustee on behalf of the Certificateholders and to the Master Servicer that, as of the Closing Date or as of such date specifically provided herein:

(i)

The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans.

(ii)

The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities.

(iii)

The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date.

(iv)

The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its limited partnership agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound.

(v)

No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading.

(vi)

The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business.

(vii)

The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller.

(viii)

The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder.

(ix)

There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement.

(x)

The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors.

(xi)

The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims.

(xii)

The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

SECTION 2.09. Covenants of the Seller .

The Seller hereby covenants that, except for the transfer hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest therein; the Seller will notify the Trustee, as assignee of the Depositor, and the Master Servicer of the existence of any lien on any Mortgage Loan immediately upon discovery thereof, and the Seller will defend the right, title and interest of the Trustee, as assignee of the Depositor, in, to and under the Mortgage Loans, against all claims of third parties claiming through or under the Seller; provided, however , that nothing in this Section 2.09 shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Mortgage Loans any liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

ARTICLE III

ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS

SECTION 3.01. Servicer to Administer and Service the Mortgage Loans .

The Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to:

(i)

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

(ii)

the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer;

(iii)

the Servicer’s obligation to make Advances or Servicing Advances; or

(iv)

the Servicer’s or any Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction.

To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, the Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee, when the Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. The Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17 hereof, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Sub-Servicer any special or limited powers of attorney and other documents prepared by the Servicer and necessary or appropriate to enable the Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder; provided, however, such limited powers of attorney or other documents shall be prepared by the Servicer and submitted to the Trustee for execution. The Trustee shall not be liable for the actions of the Servicer or any Sub-Servicers under such powers of attorney. Notwithstanding anything to the contrary herein, the Servicer shall undertake to defend claims against the Trust, the Trustee and/or itself by a Mortgagor or otherwise related to the servicing of any Mortgage Loans.

Subject to Section 3.09 hereof, in accordance with the standards of the preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11 hereof. Any cost incurred by the Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Loan Rate, reduce or increase the Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07 hereof, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would cause an Adverse REMIC Event.

The Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement.

SECTION 3.02. Sub-Servicing Agreements Between Servicer and Sub-Servicers .

(a)

The Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the servicing and administration of the Mortgage Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by the Rating Agencies of the rating on any Class of Certificates and the Servicer provides written notification to the Master Servicer of each such Sub-Servicing Agreement.

Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a mortgage servicer approved by Fannie Mae or Freddie Mac. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 hereof and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 hereof relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee and the Master Servicer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

(b)

As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.

SECTION 3.03. Successor Sub-Servicers .

The Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02 hereof.

Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Servicer, the Master Servicer (if the Master Servicer is acting as successor Servicer) or the Trustee (if the Trustee is acting as successor Master Servicer) without fee, in accordance with the terms of this Agreement, in the event that the Servicer (or the Master Servicer, if such party is then acting as successor Servicer) shall, for any reason, no longer be the Servicer (including termination due to an Event of Default).

SECTION 3.04. Liability of the Servicer .

Notwithstanding any Sub-Servicing Agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee and the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 hereof without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

SECTION 3.05. No Contractual Relationship Between Sub-Servicers, Trustee and the Master Servicer or Certificateholders .

Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such shall be deemed to be between the Sub-Servicer and the Servicer alone, Trustee and the Master Servicer and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer except as set forth in Section 3.06 hereof. The Servicer shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees.

SECTION 3.06. Assumption or Termination of Sub-Servicing Agreements by Master Servicer .

In the event the Servicer shall for any reason no longer be the Servicer (including by reason of the occurrence of an Event of Default), the Master Servicer shall thereupon assume all of the rights and obligations of the Servicer under each Sub-Servicing Agreement that the Servicer may have entered into, unless the Master Servicer elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03 hereof. Upon such assumption, the Master Servicer (or the successor Servicer appointed pursuant to Section 7.02 hereof) shall be deemed, subject to Section 3.03, to have assumed all of the departing Servicer’s interest therein and to have replaced the departing Servicer as a party to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement had been assigned to the assuming party, except that (i) the departing Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement that arose before it ceased to be the Servicer and (ii) neither the Master Servicer nor any successor Servicer shall be deemed to have assumed any liability or obligation of the Servicer that arose before it ceased to be the Servicer.

The Servicer at its expense shall deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party.

SECTION 3.07. Collection of Certain Mortgage Loan Payments .

The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided, however, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 5.04 hereof and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standards set forth in Section 3.01 hereof, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Loan Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “forbearance”); provided, however, that in no event shall the Servicer grant any such forbearance (other than as permitted by the second sentence of this Section) with respect to any one Mortgage Loan more than once in any 12-month period or more than three times over the life of such Mortgage Loan. The Servicer’s analysis supporting any forbearance and the conclusion that any forbearance meets the standards of Section 3.01 hereof (including the standard that such forbearance will maximize the timely and complete recovery of principal and interest on the Mortgage Notes) shall be reflected in writing in the Mortgage File.

SECTION 3.08. Sub-Servicing Accounts .

In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Agreement will provide that any Sub-Servicing Account shall be an Eligible Account and shall comply with all requirements of this Agreement relating to the Collection Account. The Sub-Servicing Agreement will provide that the Sub-Servicer shall deposit in the clearing account in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement, and shall thereafter deposit such amounts in the Sub-Servicing Account, in no event more than two Business Days after the receipt of such amounts. The Sub-Servicing Agreement will provide that the Sub-Servicer shall thereafter deposit such proceeds in the Collection Account or remit such proceeds to the Servicer for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account. For purposes of this Agreement, the Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.

SECTION 3.09. Collection of Taxes, Assessments and Similar Items; Servicing Accounts .

The Servicer shall establish and maintain, or cause to be established and maintained, one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall deposit in the clearing account in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Servicer’s receipt thereof, all Escrow Payments collected on account of the Mortgage Loans and shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no event more than two Business Days after the receipt of such Escrow Payments, all Escrow Payments collected on account of the Mortgage Loans for the purpose of effecting the timely payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from a Servicing Account may be made only to (i) effect payment of taxes, assessments, hazard insurance premiums, and comparable items in a manner and at a time that assures that the lien priority of the Mortgage is not jeopardized (or, with respect to the payment of taxes, in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out of related collections for any Servicing Advances made pursuant to Section 3.01 hereof (with respect to taxes and assessments) and Section 3.14 hereof (with respect to hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to Mortgagors on balances in the Servicing Account; or (v) clear and terminate the Servicing Account at the termination of the Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article XI hereof. The Servicer will be responsible for the administration of the Servicing Accounts and will be obligated to make Servicing Advances to such accounts when and as necessary to avoid the lapse of insurance coverage on the Mortgaged Property, or which the Servicer knows, or in the exercise of the required standard of care of the Servicer hereunder should know, is necessary to avoid the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien. If any such payment has not been made and the Servicer receives notice of a tax lien with respect to the Mortgage being imposed, the Servicer will, within ten business days of such notice, advance or cause to be advanced funds necessary to discharge such lien on the Mortgaged Property. As part of its servicing duties, the Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in the Servicing Accounts, to the extent required by law and, to the extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor.

SECTION 3.10. Collection Account and Distribution Account .

(a)

On behalf of the Trust Fund, the Servicer shall establish and maintain, or cause to be established and maintained, one or more accounts (such account or accounts, the “Collection Account”), held in trust for the benefit of the Trustee and the Certificateholders. The Servicer shall deposit into the Collection Account, no later than two Business Days following the Closing Date, any amounts representing payments of principal due in respect of the Mortgage Loans after the Cut-off Date and received by the Servicer prior to the Closing Date and any amounts representing payments of interest due in respect of the Mortgage Loans after the Cut-off Date and received by the Servicer prior to the Closing Date. Thereafter, on behalf of the Trust Fund, the Servicer shall deposit or cause to be deposited in the clearing account in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the Servicer’s receipt thereof, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the Mortgage Loans due on or before the Cut-off Date) or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:

(i)

all payments on account of principal, including Principal Prepayments on the Mortgage Loans;

(ii)

all payments on account of interest (net of the Servicing Fee) on each Mortgage Loan;

(iii)

all Insurance Proceeds and Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 11.01 hereof);

(iv)

any amounts required to be deposited pursuant to Section 3.12 hereof in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;

(v)

any amounts required to be deposited by the Servicer pursuant to the second paragraph of Section 3.14(a) hereof in respect of any blanket policy deductibles;

(vi)

all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03 or Section 11.01 hereof; and

(vii)

all amounts required to be deposited in connection with Substitution Adjustments pursuant to Section 2.03 hereof.

The foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees, insufficient funds charges, prepayment premiums or other ancillary income need not be deposited by the Servicer in the Collection Account and may be retained by the Servicer as additional compensation. In the event the Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

(b)

On behalf of the Trust Fund, the Securities Administrator shall establish and maintain one or more accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Securities Administrator, the Trustee and the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Securities Administrator in immediately available funds for deposit in the Distribution Account on or before 1:00 pm New York time on the Servicer Remittance Date, that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be withdrawn from the Distribution Account) for the related Distribution Date then on deposit in the Collection Account.

(c)

Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12 hereof. The Servicer shall give notice to the Securities Administrator of the location of the Collection Account maintained by it when established and prior to any change thereof. The Securities Administrator shall give notice to the Servicer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.

(d)

Funds held in the Collection Account at any time may be delivered by the Servicer to the Securities Administrator for deposit in an account (which may be the Distribution Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of the Collection Account; provided, however, that the Securities Administrator shall have the sole authority to withdraw any funds held in the Distribution Account pursuant to this subsection (d). In the event the Servicer shall deliver to the Securities Administrator for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer, with respect to items (i) through (iv) below and the Master Servicer, with respect to item (v) below, shall deliver to the Securities Administrator from time to time for deposit, and the Securities Administrator, with respect to items (i) through (v) below, shall so deposit, in the Distribution Account:

(i)

any Advances, as required pursuant to Section 5.05 hereof;

(ii)

any amounts required to be deposited pursuant to Section 3.23(d) or (f) hereof in connection with any REO Property;

(iii)

any amounts to be paid in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 11.01 hereof;

(iv)

any amount to be deposited to the Collection Account by the Servicer pursuant to Section 3.24 and any Compensating Interest Payments to be deposited by the Master Servicer pursuant to Section 3A.12 hereof in connection with any Interest Shortfall;

(v)

any Advances required to be made by the Master Servicer to the extent required but not made by the Servicer; and

(vi)

for each Distribution Date on or prior to the Distribution Date in February 2013, the applicable Yield Maintenance Distributable Amount received by the Securities Administrator; and

(e)

[Reserved].

(f)

The Servicer shall deposit in the Collection Account any amounts required to be deposited pursuant to Section 3.12(b) hereof in connection with losses realized on Permitted Investments with respect to funds held in the Collection Account.

SECTION 3.11. Withdrawals from the Collection Account and Distribution Account .

(a)

The Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 5.05 hereof:

(i)

to remit to the Securities Administrator for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) hereof or permitted to be so remitted pursuant to the first sentence of Section 3.10(d) hereof;

(ii)

subject to Section 3.16(d) hereof, to reimburse the Servicer for Advances, but only to the extent of amounts received which represent Late Collections (net of the Servicing Fee) of Monthly Payments on Mortgage Loans with respect to which such Advances were made in accordance with the provisions of Section 5.05;

(iii)

subject to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan, and (c) any Servicing Advances with respect to the final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Servicer or any Sub-Servicer for Servicing Advances;

(iv)

to pay to the Servicer as servicing compensation (in addition to the Servicing Fee) on the Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account;

(v)

to pay to the Seller, as applicable, with respect to each related Mortgage Loan that has previously been repurchased or replaced pursuant to Section 2.03 hereof all amounts received thereon subsequent to the date of repurchase or substitution;

(vi)

to reimburse the Servicer and the Master Servicer for any Advance previously made which the Servicer has determined to be a Nonrecoverable Advance in accordance with the provisions of Section 5.05;

(vii)

to pay, or to reimburse the Servicer for Servicing Advances in respect of expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b) hereof;

(viii)

to pay or reimburse the Servicer and the Master Servicer pursuant to Section 9.01(c) and 9.01(f), respectively;

(ix)

to reimburse the Servicer from Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Servicer in good faith in connection with the restoration of the related Mortgaged Property which was damaged by an Uninsured Cause or in connection with the liquidation of such Mortgage Loan;

(x)

to pay the Master Servicer its monthly Master Servicing Fee and any other servicing compensation payable pursuant to Section 3A.09;

(xi)

to reimburse the Servicer, the Master Servicer, the Trustee and the Securities Administrator for expenses, costs and liabilities incurred by or reimbursable to it pursuant to Sections 2.03, 3A.09, 7.03, 8.05 or 10.03 (including those related to the fees and expenses of the Custodian);

(xii)

to remove amounts deposited in error; and

(xiii)

to clear and terminate the Collection Account pursuant to Section 11.01 hereof.

The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account, to the extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi) and (vii) above. The Servicer shall provide written notification to the Master Servicer, on or prior to the next succeeding Servicer Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vi) above; provided, however, that an Officers’ Certificate in the form described under Section 5.05(d) shall suffice for such written notification to the Master Servicer in respect hereof.

(b)

The Securities Administrator shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:

(i)

to make distributions or pay any amounts due in accordance with Sections 5.01, 7.02, 8.05 and 10.03 hereof;

(ii)

to pay any amounts in respect of taxes pursuant to Section 9.01(g) hereof; and

(iii)

to clear and terminate the Distribution Account pursuant to Section 11.01 hereof.

SECTION 3.12. Investment of Funds in the Collection Account and Distribution Account .

(a)

The Servicer may direct any depository institution maintaining the Collection Account (each such account, for purposes of this Section 3.12, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. Funds in the Distribution Account may be invested in Permitted Investments selected by the Securities Administrator. All such Permitted Investments shall mature no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, unless such Permitted Investments are payable on demand, in which case they may be withdrawn on the date that funds are required to be withdrawn from such account pursuant to this Agreement. Any investment of funds in an Investment Account shall be made in the name of the Securities Administrator (in its capacity as such), or in the name of a nominee of the Securities Administrator. The Securities Administrator may be entitled to sole possession or control (except with respect to investment direction of funds held in the Collection Account and any income and gain realized thereon) over each such investment, and any certificate, securities entitlement or other instrument evidencing any such investment shall be delivered directly to the Securities Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Securities Administrator or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer shall:

(i)

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

(ii)

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

(b)

All income and gain realized from the investment of funds deposited in the Collection Account and any REO Account held by or on behalf of the Servicer shall be for the benefit of the Servicer and shall be subject to its withdrawal in accordance with Section 3.11 or Section 3.23 hereof, as applicable. The Servicer shall deposit in the Collection Account or any REO Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.

(c)

The benefit derived from funds deposited in the Distribution Account and any Permitted Investments for one Business Day thereon shall be for the benefit of the Securities Administrator. The Securities Administrator shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.

(d)

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

SECTION 3.13. Yield Maintenance Account.

On or prior to the Closing Date, the Securities Administrator shall cause to be established and maintained the Yield Maintenance Account, into which amounts received by the Securities Administrator pursuant to the Yield Maintenance Agreement shall be deposited for the benefit of the Class 3A-1, Class 3A-2, Class X and Class Y Certificates. Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing account.

On each Distribution Date, the Securities Administrator shall withdraw from the Yield Maintenance Account the Yield Maintenance Distributable Amount then on deposit therein, and deposit such amounts in the Distribution Account for payment to the Class 3A-1 and Class 3A-2 Certificates. With respect to each Distribution Date on which a Yield Maintenance Payment is received under the Yield Maintenance Agreement, the Securities Administrator, as Paying Agent, will pay to the related Certificateholders from the Yield Maintenance Distributable Amount, up to the amount of current interest that each such Class would have been entitled to receive had the applicable note interest rate been calculated at the lesser of (a) One-Month LIBOR plus the applicable Margin for the related Accrual Period and (b) 10.50% per annum, to the extent not paid out of the Available Funds for such Payment Date. Any amounts remaining in the Distribution Account after distributions are made to the Class 3A-1 and Class 3A-2 Certificates from the Yield Maintenance Distributable Amounts shall be distributed to the Class X-2 Certificates.

For any Distribution Date on which there is a payment under the Yield Maintenance Agreement and such Yield Maintenance Payment exceeds the related Yield Maintenance Distributable Amount, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class Y Certificates and shall be distributed to the Class Y Certificates pursuant to this Section 4.04. Under the Yield Maintenance Agreement and for each Distribution Date, the Class Y Certificates shall be entitled to a distribution equal to the sum of (i) such excess and (ii) the excess of the related Yield Maintenance Distributable Amount over the amount of unpaid Basis Risk Shortfalls with respect to the related Certificates.

The Securities Administrator shall terminate the Yield Maintenance Provider upon the occurrence of an event of default or termination event under the Yield Maintenance Agreement of which a Responsible Officer of the Securities Administrator has actual knowledge. In the event that the Yield Maintenance Agreement is canceled or otherwise terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Securities Administrator shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related to the Yield Maintenance Agreement, and to the extent a replacement contract is available (from a counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less than 50% of the related Certificates), execute a replacement contract comparable to such Yield Maintenance Agreement providing interest rate protection which is equal to the then-existing protection provided by the Yield Maintenance Agreement as certified to the Securities Administrator by the Depositor; provided, however, that the cost of any such replacement contract providing the same interest rate protection may be reduced to a level such that the cost of such replacement contract shall not exceed the amount of any early termination payment received from the Yield Maintenance Provider; provided, further, that any costs incurred by the Securities Administrator in association with the termination of the Yield Maintenance Provider or the entering into of a replacement contract will be reimbursed to the Securities Administrator by the Trust Fund.

To the extent that it constitutes a "reserve fund" for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an "outside reserve fund" as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Holder of the Class X Certificates, and the Holder of the Class X Certificates shall report all amounts of income, reduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Holder of the Class X Certificates.

For federal income tax purposes, the Class Y Certificates shall represent an interest in each of the Yield Maintenance Agreements. Accordingly, a Class Y Certificateholder should account for its investment in Class Y Certificates under the rules set forth in Treasury Regulation Section 1.446-3(c), which concern notional principal contracts.

On any Distribution Date on or prior to the Distribution Date in February 2013, if the aggregate Class Certificate Principal Balance of the Certificates related to the Yield Maintenance Agreement equals zero (but not including the Distribution Date on which such aggregate Class Certificate Principal Balance is reduced to zero), all amounts received by the Securities Administrator with respect to the Yield Maintenance Agreement shall be distributed directly to the Class Y Certificateholder. On the Distribution Date in February 2013 or upon the termination of the Trust, the Yield Maintenance Agreements shall be terminated.

SECTION 3.14. Maintenance of Hazard Insurance Polices and Errors and Omissions and Fidelity Coverage .

(a)

The Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage on all buildings upon the Mortgaged Property in an amount which is at least equal to the lesser of the current Principal Balance of such Mortgage Loan and the amount necessary to fully comp

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