POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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American Home Mortgage As | AMERICAN HOME MORTGAGE ASSETS LLC, | WELLS FARGO BANK, N.A.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 11/15/2005

AMERICAN HOME MORTGAGE ASSETS LLC,

COMPANY

WELLS FARGO BANK, N.A.,

MASTER SERVICER AND SECURITIES ADMINISTRATOR

AND

DEUTSCHE BANK NATIONAL TRUST COMPANY,

TRUSTEE

POOLING AND SERVICING AGREEMENT

DATED AS OF OCTOBER 1, 2005

________________________

MORTGAGE-BACKED PASS-THROUGH CERTIFICATES

SERIES 2005-1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01

Defined Terms.

Accepted Master Servicing Practices

Accrual Period

Accrued Certificate Interest

Adjustable Rate Mortgage Loans

Advance

Affiliate

Aggregate Stated Principal Balance

Aggregate Subordinate Percentage

Agreement

AHMC

AHMC Side Agreements

Allocable Share

Allocated Realized Loss Amount

Assignment

Assignment Agreement

Available Funds

Bankruptcy Code

Bankruptcy Loss

Bankruptcy Loss Coverage Amount

Basic Principal Distribution Amount

Basis Risk Shortfall

Basis Risk Shortfall Carry-Forward Amount

Basis Risk Shortfall Reserve Fund

Book-Entry Certificate

Business Day

Cap Counterparty

Cash Liquidation

Ceiling Rate

Certificate

Certificateholder” or “Holder

Certificate Margin

Certificate Owner

Certificate Principal Balance

Certificate Register

Class

Class C-B Certificates

Class C-B-1 Certificates

Class C-B-2 Certificates

Class C-B-3 Certificates

Class C-B-4 Certificates

Class C-B-5 Certificates

Class C-B-6 Certificates

Class 1-A-1 Certificates

Class 2-A Certificates

Class 2-A-1 Certificates

Class 2-A-2 Certificates

Class 2-A-2-1 Certificates

Class 2-A-2-2 Certificates

Class 3-A Certificates

Class 3-A-1 Certificates

Class 3-A-1-1 Certificates

Class 3-A-1-2 Certificates

Class 3-A-2 Certificates

Class 3-A-2-1 Certificates

Class 3-A-2-2 Certificates

Class 3-M Certificates

Class 3-M-1 Certificates

Class 3-M-2 Certificates

Class 3-M-3 Certificates

Class 3-M-4 Certificates

Class 3-A-1 Principal Distribution Amount

Class 3-A-2 Principal Distribution Amount

Class 3-M-1 Principal Distribution Amount

Class 3-M-2 Principal Distribution Amount

Class 3-M-3 Principal Distribution Amount

Class 3-M-4 Principal Distribution Amount

Class 3-X Certificate

Class R Certificate

Class R-I Certificate

Class R-II Certificate

Class R-1A Interest

Class R-1B Interest

Class R-2A Interest

Class R-2B Interest

Class Prepayment Distribution Trigger

Closing Date

Code

Collateral Value

Commission

Company

Compensating Interest

Corporate Trust Office

Corresponding Certificate

Corridor Contract

Corridor Contract Account

Corridor Contract Administration Agreement

Corridor Contract Administrator

Credit Enhancement Percentage

Cross-Over Date

Curtailment

Custodian

Cut-off Date

Cut-off Date Balance

Debt Service Reduction

Deficient Valuation

Definitive Certificate

Deleted Mortgage Loan

Delinquency Rate

Delinquent

Depositor

Depository

Depository Participant

Determination Date

Disqualified Organization

Distribution Date

Due Date

Due Period

EDGAR

Eligible Account

Eligible Substitute Mortgage Loan

ERISA Restricted Certificates

Event of Default

Exchange Act

Excess Loss

Fannie Mae

FDIC

Fitch Ratings

Freddie Mac

Fraud Loss

Fraud Loss Coverage Amount

Group I Available Funds

Group II Available Funds

Group I Certificates

Group I Cut-off Date Balance

Group I Loans

Group I Senior Certificates

Group II Certificates

Group II Cut-off Date Balance

Group II Loans

Group II Senior Certificates

Group III Certificates

Group III Cut-off Date Balance

Group III Loans

Group III-A Loans

Group III-B Loans

Group III Interest Remittance Amount

Group III Offered Certificates

Group III Senior Certificates

Group III Subordinate Certificates

Initial Certificate Principal Balance

Initial Notional Amount

Insurance Policy

Insurance Proceeds

Interest Determination Date

Late Collections

LIBOR Business Day

LIBOR Certificate

Liquidated Mortgage Loan

Liquidation Proceeds

Loan Group

Loan Group I

Loan Group II

Loan Group III

Loan Group III-A

Loan Group III-B

Loan-to-Value Ratio

Lost Note Affidavit

Majority Class 3-X Certificateholder

Marker Rate

Master Servicer

Maximum Pass-Through Rate

Maximum Uncertificated Accrued Interest Deferral Amount

MERS

MERS® System

MIN

MOM Loan

Monthly Payment

Moody’s

Mortgage

Mortgage File

Mortgage Loan

Mortgage Loan Purchase Agreement

Mortgage Loan Schedule

Mortgage Note

Mortgage Rate

Mortgaged Property

Mortgagor

Net Liquidation Proceeds

Net Monthly Excess Cashflow

Net Mortgage Rate

Net Prepayment Interest Shortfall

Net WAC Rate

Net WAC Shortfall

Net WAC Shortfall Carry-Forward Amount

Nonrecoverable Advance

Non-United States Person

Notional Amount

Offered Certificates

Officers’ Certificate

One-Month LIBOR

Opinion of Counsel

Optional Termination Date

Original Subordinate Principal Balance

OTS

Outstanding Mortgage Loan

Outstanding Principal Balance

Overcollateralized Amount

Overcollateralization Increase Amount

Overcollateralization Target Amount

Ownership Interest

Pass-Through Rate

Percentage Interest

Permitted Investment

Permitted Transferee

Person

Prepayment Assumption

Prepayment Charge

Prepayment Interest Shortfall

Prepayment Period

Primary Hazard Insurance Policy

Primary Mortgage Insurance Policy

Principal Distribution Amount

Principal Prepayment

Principal Prepayment in Full

Principal Remittance Amount

Prospectus Supplement

Protected Account

Purchase Price

Purchase, Warranties and Servicing Agreement

Qualified Insurer

Rating Agency

Realized Loss

Record Date

Reference Banks

Regular Certificate

Regular Interest

Relief Act

Relief Act Interest Shortfall

REMIC

REMIC 1-A

REMIC 1-A Regular Interests

REMIC 1-A Subordinated Balance Ratio

REMIC 1-B

REMIC 2-A

REMIC 2-A Interest Loss Allocation Amount

REMIC 2-A Marker Allocation Percentage

REMIC 2-A Overcollateralized Amount

REMIC 2-A Principal Loss Allocation Amount

REMIC 2-A Overcollateralization Target Amount

REMIC 2-A Regular Interests

REMIC 2-A Sub WAC Allocation Percentage

REMIC 2-A Subordinated Balance Ratio

REMIC 2-B

REMIC Provisions

REMIC Regular Interest

Remittance Report

REO Acquisition

REO Disposition

REO Imputed Interest

REO Proceeds

REO Property

Request for Release

Residual Certificates

Residual Interest

Responsible Officer

Rolling Three Month Delinquency Rate

Sarbanes Oxley Certification

Securities Administrator

Seller

Senior Certificates

Senior Optimal Principal Amount

Senior Percentage

Senior Prepayment Percentage

Senior Principal Distribution Amount

Servicer

Servicer Remittance Date

Servicing Advances

Servicing Agreement

Servicing Fee

Servicing Fee Rate

Servicing Officer

Servicing Rights Pledgee

Servicing Trigger Event

Single Certificate

Special Hazard Loss

Special Hazard Loss Coverage Amount

Standard & Poor’s

Startup Day

Stated Principal Balance

Step-Up Date

Stepdown Date

Strike Rate

Subordinate Optimal Principal Amount

Subordinate Percentage

Subordinate Prepayment Percentage

Sub-Group

Subservicer

Subsequent Recoveries

Substitution Adjustment

Tax Returns

Transfer

Transferor

Trigger Event

Trust Fund

Trust REMIC

Trustee

Uncertificated Accrued Interest

Uncertificated Principal Balance

Uncertificated Pass-Through Rate

Uncertificated REMIC 1-A Pass-Through Rate

Uncertificated REMIC 2-A Pass-Through Rate

Uninsured Cause

United States Person

Unpaid Interest Shortfalls

Voting Rights

Weighted Average Net Mortgage Rate

Section 1.02	Determination of LIBOR .
Section 1.03	Allocation of Certain Interest Shortfalls .

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of Mortgage Loans .
Section 2.02	Acceptance of the Trust Fund by the Trustee .
Section 2.03	Representations, Warranties and Covenants of the Master Servicer and the Company .

Section 2.04	Assignment of Interest in the Mortgage Loan Purchase Agreement and AHMC Side Agreements .
Section 2.05	Issuance of Certificates; Conveyance of REMIC Regular Interests and Acceptance of REMIC 1-A, REMIC 1-B, REMIC 2-A and REMIC 2-B by the Trustee .

Section 2.06

Negative Covenants of the Trustee and Master Servicer .

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01

Administration and Servicing of Mortgage Loans .

Section 3.02

REMIC-Related Covenants .

Section 3.03

Monitoring of Servicer .

Section 3.04

Fidelity Bond .

Section 3.05

Power to Act; Procedures .

Section 3.06

Due-on-Sale Clauses; Assumption Agreements .

Section 3.07

Release of Mortgage Files .

Section 3.08

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee .

Section 3.09

Standard Hazard Insurance and Flood Insurance Policies .

Section 3.10

Presentment of Claims and Collection of Proceeds .

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies .

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents .

Section 3.13

Realization Upon Defaulted Mortgage Loans .

Section 3.14

Compensation for the Master Servicer .

Section 3.15

REO Property .

Section 3.16

Protected Accounts .

Section 3.17

[Reserved] .

Section 3.18

[Reserved] .

Section 3.19

Distribution Account .

Section 3.20

Permitted Withdrawals and Transfers from the Distribution Account .

Section 3.21

Annual Officer’s Certificate as to Compliance .

Section 3.22

Annual Independent Accountant’s Servicing Report .

Section 3.23

Reports Filed with Securities and Exchange Commission .

Section 3.24

Reserved .

Section 3.25

Optional Purchase of Defaulted Mortgage Loans .

Section 3.26

The Corridor Contract.

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01	Distributions .
Section 4.02	Statements to Certificateholders .
Section 4.03	Remittance Reports; Advances by the Master Servicer .
Section 4.04	Distributions on the REMIC Regular Interests .
Section 4.05	Allocation of Realized Losses .
Section 4.06	Information Reports to Be Filed by the Servicer .
Section 4.07	Compliance with Withholding Requirements .
Section 4.08	Basis Risk Shortfall Reserve Fund .
Section 4.09	[Reserved] .

ARTICLE V THE CERTIFICATES

Section 5.01	The Certificates .
Section 5.02	Registration of Transfer and Exchange of Certificates .
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates .
Section 5.04	Persons Deemed Owners .
Section 5.05	Rule 144A Information .

ARTICLE VI THE COMPANY AND THE MASTER SERVICER

Section 6.01	Liability of the Company and the Master Servicer .
Section 6.02	Merger, Consolidation or Conversion of the Company or the Master Servicer .

Section 6.03

Limitation on Liability of the Company, the Master Servicer, the Securities Administrator and Others .

Section 6.04	Limitation on Resignation of the Master Servicer .
Section 6.05	Sale and Assignment of Master Servicing .

ARTICLE VII DEFAULT

Section 7.01	Events of Default .
Section 7.02	Trustee to Act; Appointment of Successor .
Section 7.03	Notification to Certificateholders .
Section 7.04	Waiver of Events of Default .
Section 7.05	List of Certificateholders .

ARTICLE VIII CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR

Section 8.01	Duties of Trustee and the Securities Administrator .
Section 8.02	Certain Matters Affecting the Trustee and the Securities Administrator .
Section 8.03	Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans .
Section 8.04	Trustee and Securities Administrator May Own Certificates .
Section 8.05	Trustee’s and Securities Administrator’s Fees .
Section 8.06	Eligibility Requirements for Trustee and the Securities Administrator .
Section 8.07	Resignation and Removal of the Trustee and the Securities Administrator .
Section 8.08	Successor Trustee and Successor Securities Administrator .
Section 8.09	Merger or Consolidation of Trustee or Securities Administrator .
Section 8.10	Appointment of Co-Trustee or Separate Trustee .

ARTICLE IX TERMINATION

Section 9.01

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates .

Section 9.02	Termination of REMIC 1-B and REMIC 2-B .
Section 9.03	Additional Termination Requirements .

ARTICLE X REMIC PROVISIONS

Section 10.01	REMIC Administration .
Section 10.02	Prohibited Transactions and Activities .
Section 10.03	Master Servicer, Securities Administrator and Trustee Indemnification .

ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.01	Amendment .
Section 11.02	Recordation of Agreement; Counterparts .
Section 11.03	Limitation on Rights of Certificateholders .
Section 11.04	Governing Law .
Section 11.05	Notices .
Section 11.06	Severability of Provisions .
Section 11.07	Successors and Assigns .
Section 11.08	Article and Section Headings .
Section 11.09	Notice to Rating Agencies .
Section 11.10	Third Party Rights .

Signatures

Acknowledgments

Exhibit A-1

Form of Class 1-A-1 Certificates and Class 2-A Certificates

Exhibit A-2

Form of Class C-B Certificates

Exhibit B-1

Form of Class 3-A Certificates

Exhibit B-2

Form of Class 3-M Certificates

Exhibit B-3

Form of Class 3-X Certificates

Exhibit B-4

Form of Class R Certificate

Exhibit C

Form of Custodian Initial Certification

Exhibit D

Form of Custodian Final Certification

Exhibit E

Form of Remittance Report

Exhibit F

Form of Request for Release

Exhibit G-1

Form of Investor Representation Letter

Exhibit G-2

Form of Transferor Representation Letter

Exhibit G-3

Form of Rule 144A Investment Representation

Exhibit G-4

Form of Transferor Certificate for Transfers of Residual Certificates

Exhibit G-5

Form of Transfer Affidavit and Agreement for Transfers of Residual Certificates

Exhibit H

Mortgage Loan Schedule

Exhibit I

Form of Lost Note Affidavit

Exhibit J

Form of Purchase, Warranties and Servicing Agreement

Exhibit K	Form of Assignment Agreement
Exhibit L-1	Form of Company Certification
Exhibit L-2	Form 10-K Back-up Certification (Securities Administrator)
Exhibit M	Form of Servicing Agreement
Exhibit N	Form of Corridor Contract Administration Agreement
Exhibit O-1	Form of Corridor Contract
Exhibit O-2	Corridor Contract Monthly Strike Rate Schedule
Exhibit P	Form of Mortgage Loan Purchase Agreement

This Pooling and Servicing Agreement, dated and effective as of October 1, 2005, is entered into among American Home Mortgage Assets LLC, as company (the “Company”), Wells Fargo Bank, N.A., 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, as trustee (the “Trustee”).

PRELIMINARY STATEMENT:

The Company intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of twenty-one Classes of Certificates, designated as Class 1-A-1, Class 2-A-1, Class 2-A-2-1, Class 2-A-2-2, Class 3-A-1-1, Class 3-A-1-2, Class 3-A-2-1, Class 3-A-2-2, Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5, Class C-B-6, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4, Class 3-X, Class R-I and Class R-II Certificates.

REMIC 1-A

As provided herein, the Securities Administrator on behalf of the Trustee will make an election to treat the segregated pool of assets consisting of the Group I Mortgage Loans and Group II Mortgage Loans (exclusive of any Prepayment Charges) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 1-A”. The Class R-1A Interest will represent the sole Class of “residual interests” in REMIC 1-A for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation, the Uncertificated REMIC 1-A Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1-A Regular Interests. None of the REMIC 1-A Regular Interests will be certificated.

Designation			Uncertificated REMIC 1-A Pass-Through Rate		Initial Certificate Principal Balance	Assumed Final Maturity Date ⁽¹⁾
LT-1A			(2)	$	136,675.80	November 25, 2035
LT-1B			(2)	$	2,335,776.80	November 25, 2035
LT-2A			(2)	$	59,545.64	November 25, 2035
LT-2B			(2)	$	1,018,145.64	November 25, 2035
LT-ZZ			(2)	$	331,842,000.57	November 25, 2035
LT-R			(2)	$	50.00	November 25, 2035
	(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 1-A Regular Interest and the Class R-II Certificates.

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

REMIC 1-B

As provided herein, the Securities Administrator on behalf of the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC 1-A Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 1-B”. The Class R-1B Interest will represent the sole Class of “residual interests” in REMIC 1-B for purposes of the REMIC Provisions.

The following table irrevocably sets forth the Class designation, Pass-Through Rate and Initial Certificate Principal Balance for each Class of Certificates that represents ownership of one or more of the “regular interests” in REMIC 1-B created hereunder.

Class Designation		Initial Certificate Principal Balance	Pass-Through Rate	Assumed Final Maturity Date ⁽¹⁾
Class 1-A-1 ⁽²⁾		$ 219,910,000.00	Adjustable ⁽³⁾	November 25, 2035
Class 2-A-1 ⁽²⁾		$ 43,410,000.00	Adjustable ⁽³⁾	November 25, 2035
Class 2-A-2-1 ⁽²⁾		$ 49,380,000.00	Adjustable ⁽³⁾	November 25, 2035
Class 2-A-2-2 ⁽²⁾		$ 3,070,000.00	Adjustable ⁽³⁾	November 25, 2035
Class C-B-1		$ 11,070,000.00	Adjustable ⁽²⁾	November 25, 2035
Class C-B-2		$ 2,850,000.00	Adjustable ⁽²⁾	November 25, 2035
Class C-B-3		$ 2,180,000.00	Adjustable ⁽²⁾	November 25, 2035
Class C-B-4		$ 1,340,000.00	Adjustable ⁽²⁾	November 25, 2035
Class C-B-5		$ 1,175,000.00	Adjustable ⁽²⁾	November 25, 2035
Class C-B-6		$ 1,007,144.00	Adjustable ⁽²⁾	November 25, 2035
(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 1-B Regular Interest.

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

REMIC 2-A

As provided herein, the Securities Administrator on behalf of the Trustee will make an election to treat the segregated pool of assets consisting of the Group III Mortgage Loans (exclusive of the Basis Risk Shortfall Reserve Fund, the Corridor Contract and any Prepayment Charges) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 2-A”. The Class R-2A Interest will represent the sole Class of “residual interests” in REMIC 2A for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation, the Uncertificated REMIC 2-A Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 2-A Regular Interests. None of the REMIC 2-A Regular Interests will be certificated.

Designation			Uncertificated REMIC 2-A Pass-Through Rate		Initial Certificate Principal Balance	Assumed Final Maturity Date ⁽¹⁾
LT-AA			(2)	$	226,675,282.87	November 25, 2035
LT-3-A-1-1			(2)	$	1,355,000.00	November 25, 2035
LT-3-A-1-2			(2)	$	150,800.00	November 25, 2035
LT-3-A-2-1			(2)	$	502,350.00	November 25, 2035
LT-3-A-2-2			(2)	$	125,600.00	November 25, 2035
LT-3M1			(2)	$	98,300.00	November 25, 2035
LT-3M2			(2)	$	46,250.00	November 25, 2035
LT-3M3			(2)	$	23,150.00	November 25, 2035
LT-3M4			(2)	$	11,560.00	November 25, 2035
LT-ZZ			(2)	$	2,313,016.18	November 25, 2035
LT-1SUB			(2)	$	2,529.81	November 25, 2035
LT-1GRP			(2)	$	32,645.81	November 25, 2035
LT-2SUB			(2)	$	1,055.45	November 25, 2035
LT-2GRP			(2)	$	13,614.45	November 25, 2035
LT-XX			(2)	$	231,251,463.53	November 25, 2035
	(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 2-A Regular Interest.

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

REMIC 2-B

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

Class Designation		Initial Certificate Principal Balance		Pass-Through Rate	Assumed Final Maturity Date ⁽¹⁾
Class 3-A-1-1			$ 271,000,000.00	Adjustable ⁽²⁾	November 25, 2035
Class 3-A-1-2			$ 30,160,000.00	Adjustable ⁽²⁾	November 25, 2035
Class 3-A-2-1			$ 100,470,000.00	Adjustable ⁽²⁾	November 25, 2035
Class 3-A-2-2			$ 25,120,000.00	Adjustable ⁽²⁾	November 25, 2035
Class 3-M-1			$ 19,660,000.00	Adjustable ⁽²⁾	November 25, 2035
Class 3-M-2			$ 9,250,000.00	Adjustable ⁽²⁾	November 25, 2035
Class 3-M-3			$ 4,630,000.00	Adjustable ⁽²⁾	November 25, 2035
Class 3-M-4			$ 2,312,000.00	Adjustable ⁽²⁾	November 25, 2035
Class 3-X			$ 618.10	Variable ⁽³⁾	November 25, 2035
(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 2-B Regular Interest.

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

(3)

The Class 3-X Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class 3-X Certificates outstanding from time to time which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC 2-A Regular Interests. The Class 3-X Certificates will not accrue interest on their Certificate Principal Balance.

ARTICLE I

DEFINITIONS

Section 1.01

Defined Terms .

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Group III Certificates shall be made on the basis of a 360-day year consisting of the actual number of days in the related Accrual Period. All calculations of interest with regard to the Class 1-A-1, Class 2-A, Class 3-X, Class C-B and Class R Certificates REMIC 1-A Regular Interests and REMIC 2-A Regular Interests shall be on the basis of a 360-day year consisting of twelve 30-days months.

“Accepted Master Servicing Practices”: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage master servicing practices of prudent mortgage master 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 Master Servicer (except in its capacity as successor to the Servicer), or (y) as provided in this Agreement, to the extent applicable to the Master Servicer, but in no event below the standard set forth in clause (x).

“Accrual Period”: With respect to any Distribution Date and any Class of Certificates, other than the Class 3-A Certificates and Class 3-M Certificates, the prior calendar month. With respect to any Distribution Date and any Class 3-A Certificates and Class 3-M Certificates, the period commencing on the immediately preceding Distribution Date (or in the case of the first Distribution Date, from the Closing Date) and ending on the day immediately preceding the current Distribution Date. Accrued Certificate Interest for the Class 3-A Certificates and Class 3-M Certificates shall be calculated on the basis of the actual number of days in the Accrual Period and a 360-day year. Accrued Certificate Interest for the Class 1-A-1, Class 2-A, Class C-B, Class 3-X and Class R Certificates shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Accrued Certificate Interest”: With respect to any 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 Certificate Principal Balance (or Notional Amount in the case of the Class 3-X Certificates) of such Class immediately prior to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date with interest thereon at the related Pass-Through Rate.

“Adjustable Rate Mortgage Loans”: The Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage Rate which is adjustable at any point during the life of the related Mortgage, including any Mortgage Loans delivered in replacement thereof.

“Advance”: As to any Mortgage Loan, any advance made by the Servicer or the Master Servicer on any Distribution Date pursuant to Section 4.03.

“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 Stated Principal Balance”: As of any date of determination, the aggregate Stated Principal Balance of the Mortgage Loans.

“Aggregate Subordinate Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class C-B Certificates immediately prior to such Distribution Date and the denominator of which is the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the beginning of the related Due Period. The initial Aggregate Subordinate Percentage will be equal to 5.85%.

“Agreement”: This Pooling and Servicing Agreement and all amendments hereof.

“AHMC”: American Home Mortgage Corp.

“AHMC Side Agreements”: The Purchase, Warranties and Servicing Agreement and the Assignment Agreement.

“Allocable Share”: With respect to any Class of Class C-B Certificates on any Distribution Date will generally equal such Class’s pro rata share (based on the Certificate Principal Balance of each Class entitled thereto) of the sum of each of the components of the definition of Subordinate Optimal Principal Amount; provided, that except as described in the succeeding sentence, no Class of Class C-B Certificates (other than the Class of Class C-B Certificates outstanding with the lowest numerical designation) shall be entitled on any Distribution Date to receive distributions pursuant to clauses (2), (3) and (5) of the definition of Subordinate Optimal Principal Amount unless the Class Prepayment Distribution Trigger for the related Class is satisfied for such Distribution Date. If on any Distribution Date the Certificate Principal Balance of any Class of Class C-B Certificates for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero, any amounts distributable to such Class pursuant to clauses (2), (3) and (5) of the definition of Subordinate Optimal Principal Amount, to the extent of such Class’s remaining Allocable Share, shall be distributed to the remaining Classes of Class C-B Certificates in reduction of their respective Certificate Principal Balances, sequentially, in the order of their numerical Class designations.

“Allocated Realized Loss Amount”: With respect to any Distribution Date and any Group III Certificates (except for Class 3-A-1-1 Certificates and Class 3-A-2-1 Certificates), an amount equal to (a) the sum of any Realized Loss allocated to that Class of Certificates on that Distribution Date and any Allocated Realized Loss Amount for that Class remaining unpaid from any previous Distribution Date, in each case, with interest thereon at the applicable Pass-Through Rate for such Distribution Date for such Class for the related Accrual Period plus (b) any Subsequent Recoveries with respect to such Class of Certificates.

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

“Assignment Agreement”: The Assignment, Assumption and Recognition Agreement, dated as of October 31, 2005, among DLJ Mortgage Capital, Inc., as assignor, Deutsche Bank National Trust Company, as trustee and AHMC, as company.

“Available Funds”: The Group I Available Funds and Group II Available Funds, as applicable.

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

“Bankruptcy Loss”: Any loss resulting from a bankruptcy court, in connection with a personal bankruptcy of a mortgagor, (1) establishing the value of a mortgaged property at an amount less than the Outstanding Principal Balance of the mortgage loan secured by such mortgaged property or (2) reducing the amount of the Monthly Payment on the related Mortgage Loan.

“Bankruptcy Loss Coverage Amount”: The aggregate amount of Bankruptcy Losses that are allocated solely to the Class C-B Certificates, initially, $150,000. The Bankruptcy Loss Coverage Amount will be reduced, from time to time, by the amount of Bankruptcy Losses allocated to the Class C-B Certificates.

“Basic Principal Distribution Amount”: With respect to any Distribution Date and Loan Group III, the lesser of (a) the excess of (i) the Group III Interest Remittance Amount and the Principal Remittance Amount for such Distribution Date over (ii) the aggregate amount of Accrued Certificate Interest for the Group III Certificates for such Distribution Date and (b) the related Principal Remittance Amount for the Mortgage Loans for Loan Group III for such Distribution Date.

“Basis Risk Shortfall”: With respect to any Class of LIBOR Certificates, on each Distribution Date where clause (iii) of the definition of “Pass-Through Rate” is less than clause (i) or clause (ii) of the definition of “Pass-Through Rate,” the excess, if any, of (x) the aggregate Accrued Certificate Interest thereon for such Distribution Date calculated pursuant to the lesser of clause (i) or clause (ii) of the definition of “Pass-Through Rate” over (y) the Accrued Certificate Interest thereon for such Distribution Date calculated at the related Net WAC Rate.

“Basis Risk Shortfall Carry-Forward Amount”: With respect to each Class of LIBOR Certificates and any Distribution Date, as determined separately for each such Class of Certificates, an amount equal to the aggregate amount of Basis Risk Shortfall for such Certificates on such Distribution Date, if any, plus any unpaid Basis Risk Shortfall for such Class of Certificates from prior Distribution Dates, plus interest thereon at the Pass-Through Rate for such Distribution Date, to the extent previously unreimbursed by the Net Monthly Excess Cashflow or payments received by the Securities Administrator under the Corridor Contract Administration Agreement, as applicable.

“Basis Risk Shortfall Reserve Fund”: A reserve fund established by the Securities Administrator on behalf of the Trustee for the benefit of the Holders of the Group III Certificates. The Basis Risk Shortfall Reserve Fund is an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h), which is not an asset of any REMIC, ownership of which is evidenced by the Class 3-X Certificates, and which is established and maintained pursuant to Section 4.08.

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee.

“Business Day”: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New York Stock Exchange or Federal Reserve is closed or on which banking institutions in the jurisdiction in which the Master Servicer, the Servicer, any Subservicer or the Corporate Trust Office of the Securities Administrator or the Trustee, respectively, is located are authorized or obligated by law or executive order to be closed.

“Cap Counterparty”: Credit Suisse First Boston International.

“Cash Liquidation”: As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan.

“Ceiling Rate”: With respect to the Corridor Contract and each Distribution Date, the fixed rate set forth in the Corridor Contract Monthly Strike Rate Schedule, a copy of which is attached as Exhibit O-2 hereto, used to determine payments to the Corridor Contract Administrator.

“Certificate”: Any Class 1-A-1, Class 2-A-1, Class 2-A-2-1, Class 2-A-2-2, Class 3-A-1-1, Class 3-A-1-2, Class 3-A-2-1, Class 3-A-2-2, Class R-I, Class R-II, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4, Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5, Class C-B-6 or Class 3-X Certificate.

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that only a Permitted Transferee shall be a holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Company or the Master Servicer or any affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which such Certificate is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the Securities Administrator shall be entitled to rely upon a certification of the Company or the Master Servicer in determining if any Certificates are registered in the name of the respective affiliate. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided , however , that the Trustee and the Securities

Administrator shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

“Certificate Margin”: With respect to the Class 3-A-1-1 Certificates, on any Distribution Date prior to the Step-Up Date, 0.270% per annum, and on any Distribution Date on and after the Step-Up Date, 0.540% per annum. With respect to the Class 3-A-1-2 Certificates, on any Distribution Date prior to the Step-Up Date, 0.330% per annum, and on any Distribution Date on and after the Step-Up Date, 0.660% per annum. With respect to the Class 3-A-2-1 Certificates, on any Distribution Date prior to the Step-Up Date, 0.270% per annum, and on any Distribution Date on and after the Step-Up Date, 0.540% per annum. With respect to the Class 3-A-2-2 Certificates, on any Distribution Date prior to the Step-Up Date, 0.330% per annum, and on any Distribution Date on and after the Step-Up Date, 0.660% per annum. With respect to the Class 3-M-1 Certificates, on any Distribution Date prior to the Step-Up Date, 0.530% per annum, and on any Distribution Date on and after the Step-Up Date, 1.030% per annum. With respect to the Class 3-M-2 Certificates, on any Distribution Date prior to the Step-Up Date, 0.750% per annum, and on any Distribution Date on and after the Step-Up Date, 1.250% per annum. With respect to the Class 3-M-3 Certificates, on any Distribution Date prior to the Step-Up Date, 1.500% per annum, and on any Distribution Date on and after the Step-Up Date, 2.000% per annum. With respect to the Class 3-M-4 Certificates, on any Distribution Date prior to the Step-Up Date, 2.250% per annum, and on any Distribution Date on and after the Step-Up Date, 2.750% per annum.

“Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise on the books of the Depository.

“Certificate Principal Balance”: With respect to any Class of Certificates immediately prior to any Distribution Date, the initial Certificate Principal Balance thereof, plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate, reduced by the sum of (a) all amounts actually distributed in respect of principal of such Class and (b) in the case of the Certificates, other than the Class 3-A-1-1 Certificates and Class 3-A-2-1 Certificates, minus the aggregate amount of any reductions in the Certificate Principal Balance thereof deemed to have occurred in connection with allocations of Realized Losses on all prior Distribution Dates. With respect to the Class 3-X Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balances of the REMIC 2-A Regular Interests over (B) the then aggregate Certificate Principal Balances of the Group III Certificates (other than the Class 3-X Certificates) then outstanding.

“Certificate Register”: The register maintained pursuant to Section 5.02.

“Class”: Collectively, all of the Certificates bearing the same designation.

“Class C-B Certificates”: The Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates.

“Class C-B-1 Certificates”: Any one of the Class C-B-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

“Class C-B-2 Certificates”: Any one of the Class C-B-2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

“Class C-B-3 Certificates”: Any one of the Class C-B-3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

“Class C-B-4 Certificates”: Any one of the Class C-B-4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

“Class C-B-5 Certificates”: Any one of the Class C-B-5 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

“Class C-B-6 Certificates”: Any one of the Class C-B-6 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

“Class 1-A-1 Certificates”: Any one of the Class 1-A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

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

“Class 2-A-1 Certificates”: Any one of the Class 2-A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator representing the

right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

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

“Class 2-A-2-1 Certificates”: Any one of the Class 2-A-2-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

“Class 2-A-2-2 Certificates”: Any one of the Class 2-A-2-2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 1-B.

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

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

“Class 3-A-1-1 Certificates”: Any one of the Class 3-A-1-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

“Class 3-A-1-2 Certificates”: Any one of the Class 3-A-1-2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

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

“Class 3-A-2-1 Certificates”: Any one of the Class 3-A-2-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

“Class 3-A-2-2 Certificates”: Any one of the Class 3-A-2-2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator,

representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

“Class 3-M Certificates”: The Class 3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-M-4 Certificates.

“Class 3-M-1 Certificates”: Any one of the Class 3-M-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

“Class 3-M-2 Certificates”: Any one of the Class 3-M-2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

“Class 3-M-3 Certificates”: Any one of the Class 3-M-3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

“Class 3-M-4 Certificates”: Any one of the Class 3-M-4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

“Class 3-A-1 Principal Distribution Amount” On any Distribution Date (a) prior to the Stepdown Date or on which a Trigger Event is in effect, (i) the related Principal Distribution Amount multiplied by (ii) a fraction, the numerator of which is the portion of the Principal Remittance Amount related to the Mortgage Loans in Loan Group III-A for that Distribution Date and the denominator of which the is Principal Remittance Amount for all of the Mortgage Loans in Loan Group III for that Distribution Date and (b) on or after the Stepdown Date and on which a Trigger Event is not in effect, (i) the Senior Principal Distribution Amount multiplied by (ii) a fraction, the numerator of which is the portion of the Principal Remittance Amount related to the Mortgage Loans in Loan Group III-A for that Distribution Date and the denominator of which the is the Principal Remittance Amount for all of the Mortgage Loans in Loan Group III for that Distribution Date.

“Class 3-A-2 Principal Distribution Amount” On any Distribution Date (a) prior to the Stepdown Date or on which a Trigger Event is in effect, (i) the related Principal Distribution Amount multiplied by (ii) a fraction, the numerator of which is the portion of the Principal Remittance Amount related to the Mortgage Loans in Loan Group III-B for that Distribution Date and the denominator of which the is Principal Remittance Amount for all of the Mortgage

Loans in Loan Group III for that Distribution Date and (b) on or after the Stepdown Date and on which a Trigger Event is not in effect, (i) the Senior Principal Distribution Amount multiplied by (ii) a fraction, the numerator of which is the portion of the Principal Remittance Amount related to the Mortgage Loans in Loan Group III-B for that Distribution Date and the denominator of which the is the Principal Remittance Amount for all of the Mortgage Loans in Loan Group III for that Distribution Date.

“Class 3-M-1 Principal Distribution Amount” For any applicable Distribution Date on or after the related Stepdown Date as long as a related Trigger Event has not occurred with respect to such Distribution Date, an amount equal to the excess (if any) of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class 3-M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) multiplied by 92.00% and (b) the amount, if any, by which (i) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) exceeds (ii) 0.50% of the Group III Cut-off Date Balance.

“Class 3-M-2 Principal Distribution Amount” For any applicable Distribution Date on or after the related Stepdown Date as long as a related Trigger Event has not occurred with respect to such Distribution Date, an amount equal to the excess (if any) of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates and Class 3-M-1 Certificates (after taking into account the distribution of the Senior Principal Distribution Amount and Class 3-M-1 Principal Distribution Amounts on such Distribution Date) and (ii) the Certificate Principal Balance of the Class 3-M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) multiplied by 96.00% and (b) the amount, if any, by which (i) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) exceeds (ii) 0.50% of the Group III Cut-off Date Balance.

“Class 3-M-3 Principal Distribution Amount” For any applicable Distribution Date on or after the related Stepdown Date as long as a related Trigger Event has not occurred with respect to such Distribution Date, an amount equal to the excess (if any) of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates, Class 3-M-1 Certificates and Class 3-M-2 Certificates (after taking into account the distribution of the Senior Principal Distribution Amount, Class 3-M-1 Principal Distribution Amounts and Class 3-M-2 Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class 3-M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) multiplied by 98.00% and (b) the amount, if any, by which (i) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) exceeds (ii) 0.50% of the Group III Cut-off Date Balance.

“Class 3-M-4 Principal Distribution Amount” For any applicable Distribution Date on or after the related Stepdown Date as long as a related Trigger Event has not occurred with respect to such Distribution Date, an amount equal to the excess (if any) of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates, Class 3-M-1 Certificates, Class 3-M-2 Certificates and Class 3-M-3 Certificates (after taking into account the distribution of the Senior Principal Distribution Amount, Class 3-M-1 Principal Distribution Amounts, Class 3-M-2 Principal Distribution Amount and Class 3-M-3 Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class 3-M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) multiplied by 99.00% and (b) the amount, if any, by which (i) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) exceeds (ii) 0.50% of the Group III Cut-off Date Balance.

“Class 3-X Certificate”: Any one of the Class 3-X Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-3, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 2-B.

“Class R Certificate”: Any one of the Class R-I Certificates or Class R-II Certificates.

“Class R-I Certificate”: Any one of the Class R-I Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-4, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, evidencing the ownership of the Class R-1B Interest and the Class R-2B Interest.

“Class R-II Certificate”: Any one of the Class R-II Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-4, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, evidencing the ownership of the Class R-1A Interest and the Class R-2A Interest.

“Class R-1A Interest”: The uncertificated Residual Interest in REMIC 1-A.

“Class R-1B Interest”: The uncertificated Residual Interest in REMIC 1-B.

“Class R-2A Interest”: The uncertificated Residual Interest in REMIC 2-A.

“Class R-2B Interest”: The uncertificated Residual Interest in REMIC 2-B.

“Class Prepayment Distribution Trigger”: With respect to any Class of Class C-B Certificates and any Distribution Date, the Class Prepayment Distribution Trigger is satisfied if the fraction (expressed as a percentage), the numerator of which is the aggregate Certificate Principal Balance of such Class and each Class of Class C-B Certificates subordinate thereto, if any, and the denominator of which is the Stated Principal Balance of all the Mortgage Loans in Loan Group I and Loan Group II as of the related Due Date, equals or exceeds such percentage calculated as of the Closing Date.

“Closing Date”: October 31, 2005.

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

“Collateral Value”: The appraised value of a Mortgaged Property based upon the lesser of (i) the appraisal made at the time of the origination of the related Mortgage Loan, or (ii) the sales price of such Mortgaged Property at such time of origination. With respect to a Mortgage Loan the proceeds of which were used to refinance an existing mortgage loan, the appraised value of the Mortgaged Property based upon the appraisal obtained at the time of refinancing.

“Commission”: The Securities and Exchange Commission.

“Company”: American Home Mortgage Assets LLC, or its successor in interest.

“Compensating Interest”: With respect to any Distribution Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal Prepayments during the related Prepayment Period, but not more than the Servicing Fees for the immediately preceding Due Period.

“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 related to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana, California 92705, Attention: Trust Administration – AH05A1, and with respect to the Securities Administrator, for Certificate transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attn: Corporate Trust Services – AHMA 2005-1, and for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland, 21045, Attn: Corporate Trust Services – American Home 2005-1.

“Corresponding Certificate”: With respect to:

(i)	REMIC 2-A Regular Interest LT-3-A-1-1, the Class 3-A-1-1 Certificates,
(ii)	REMIC 2-A Regular Interest LT-3-A-1-2, the Class 3-A-1-2 Certificates,
(iii)	REMIC 2-A Regular Interest LT-3-A-2-1, the Class 3-A-2-1 Certificates,
(iv)	REMIC 2-A Regular Interest LT-3-A-2-2, the Class 3-A-2-2 Certificates,
(v)	REMIC 2-A Regular Interest LT-3M1, the Class 3-M-1 Certificates,
(vi)	REMIC 2-A Regular Interest LT-3M2-, the Class 3-M-2 Certificates,
(vii)	REMIC 2-A Regular Interest LT-3M3, the Class 3-M-3 Certificates, and
(viii)	REMIC 2-A Regular Interest LT-3M4, the Class 3-M-4 Certificates.

“Corridor Contract”: The interest rate corridor contract between the Corridor Contract Administrator and the Cap Counterparty for the benefit of the Group III Offered Certificates.

“Corridor Contract Account”: The separate account created and maintained by the Corridor Contract Administrator pursuant to Section 3 of the Corridor Contract Administration Agreement for the benefit of CSFB and the Securities Administrator on behalf of the Holders of the Class 3-A Certificates and Class 3-M Certificates and designated “Wells Fargo Bank, N.A. for Credit Suisse First Boston and certain registered Holders of American Home Mortgage Assets Trust 2005-1, Mortgage-Backed Pass-Through Certificates, Series 2005-1”. The Corridor Contract Account is an “outside reserve fund” within the meaning of Treasury Regulation §1.860G-2(h) and shall not be an asset of any REMIC.

“Corridor Contract Administration Agreement”: The corridor contract administration agreement, dated as of October 31, 2005, among the Corridor Contract Administrator, the Securities Administrator and Credit Suisse First Boston LLC.

“Corridor Contract Administrator”: Wells Fargo Bank, N.A., or its successor in interest, or any successor corridor contract administrator.

“Credit Enhancement Percentage”: With respect to the Group III Senior Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (a) the sum of the aggregate Certificate Principal Balance of the Group III Subordinate Certificates and the Overcollateralized Amount and the denominator of which is (b) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III at the end of the related Due Period.

“Cross-Over Date”: Any Distribution Date on which the aggregate Certificate Principal Balance of the of the Class C-B Certificates are reduced to zero.

“Curtailment”: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full.

“Custodian”: Deutsche Bank National Trust Company, or any successor custodian appointed pursuant to the provisions hereof.

“Cut-off Date”: With respect to the Mortgage Loans, October 1, 2005.

“Cut-off Date Balance”: The Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled monthly payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

“Deficient Valuation”: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a proceeding under the Bankruptcy Code.

“Definitive Certificate”: Any definitive, fully registered Certificate.

“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced with an Eligible Substitute Mortgage Loan.

“Delinquency Rate”: For any month, the fraction, expressed as a percentage, the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans in Loan Group III-A and Loan Group III-B that are 60 or more days Delinquent (including all foreclosures, mortgage loans subject to bankruptcy proceedings and REO properties) as of the close of business on the last day of such month, and the denominator of which is the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the close of business on the last day of such month, or Due Period, as applicable.

“Delinquent”: A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding

the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on.

“Depositor”: American Home Mortgage Assets LLC.

“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(5) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

“Depository Participant”: A broker, dealer, bank or other financial institutions 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”: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day) of the month of the related Distribution Date.

“Disqualified Organization”: Any organization defined as a “disqualified organization” under Section 860E(e)(5) of the Code, which includes any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for the Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Securities Administrator based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

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

“Due Date”: With respect to all of the Mortgage Loans, the date in each month on which its Monthly Payment is 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 of such Distribution Date (or, with respect to the first Due Period, the day following the Cut-off Date) and ending on the first day of the month of the related Distribution Date.

“EDGAR”: The Electronic Data Gathering and Retrieval System of the Commission.

“Eligible Account”: Any of (i) a segregated account maintained with a federal or state chartered depository institution (A) the short-term obligations of which are rated A-1+ or better by Standard & Poor’s, F-1 by Fitch Ratings and P-1 by Moody’s at the time of any deposit therein or (B) insured by the FDIC (to the limits established by such Corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held pursuant to this clause (i)) delivered to the Securities Administrator prior to the establishment of such account, the Certificateholders will have a claim with respect to the funds in such account and a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments, each of which shall mature not later than the Business Day immediately preceding the Distribution Date next following the date of investment in such collateral or the Distribution Date if such Permitted Investment is an obligation of the institution that maintains the Distribution Account) securing such funds that is superior to claims of any other depositors or general creditors of the depository institution with which such account is maintained, (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b), which, in either case, has corporate trust powers, acting in its fiduciary capacity or (iii) a segregated account or accounts of a depository institution acceptable to the Rating Agencies (as evidenced in writing by a letter from the Rating Agencies to the Trustee and the Securities Administrator that use of any such account as the Distribution Account will not have an adverse effect on the then-current ratings assigned to the Classes of the Certificates then rated by the Rating Agencies). Eligible Accounts may bear interest.

“Eligible Substitute Mortgage Loan”: A Mortgage Loan substituted by the AHMC for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers’ Certificate of the Seller delivered to the Trustee, (i) have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be paid to the Securities Administrator for deposit in the Distribution Account in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted Mortgage Loan at the time of substitution; (iv) have a remaining term to stated maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Section 2.04 hereof; and, (vi) comply with each non-statistical representation and warranty set

forth in the Mortgage Loan Purchase Agreement and the Purchase, Warranties and Servicing Agreement.

“ERISA Restricted Certificates”: Any of the Class C-B-4, Class C-B-5, Class C-B-6, Class 3-X and Class R Certificates.

“Event of Default”: One or more of the events described in Section 7.01.

“Exchange Act”: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excess Loss”: Special Hazard Losses in excess of the Special Hazard Loss Coverage Amount, Bankruptcy Losses in excess of the Bankruptcy Loss Coverage Amount and Fraud Losses in excess of the Fraud Loss Coverage Amount.

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

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

“Fitch Ratings”: Fitch Ratings, Inc., or its successor in interest.

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

“Fraud Loss”: With respect to Loan Group I and Loan Group II, a Realized Loss sustained on a Liquidated Mortgage Loan in that Loan Group by reason of a default arising from fraud, dishonesty or misrepresentation.

“Fraud Loss Coverage Amount”: The aggregate amount of Fraud Losses that are allocated solely to the Class C-B Certificates, will be (i) 3.00% of the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date on the first anniversary of the Cut-off Date, (ii) 2.00% of the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date on the second anniversary of the Cut-off Date, (iii) 1.00% of the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date on the third anniversary through the fifth anniversary of the Cut-off Date and (iv) zero percent of the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the Cut-off Date on the sixth anniversary and thereafter.

“Group I Available Funds”: For any Distribution Date, an amount equal to the amount received by the Securities Administrator and available in the Distribution Account on that Distribution Date in respect of the Group I Loans. The Group I Available Funds generally includes: (1) all previously undistributed payments on account of principal (including the principal portion of Monthly Payments, Principal Prepayments (excluding prepayment charges) and the principal amount of Net Liquidation Proceeds) and all previously undistributed payments on account of interest received after the Cut-Off Date and on or prior to the related Determination Date from the Group I Loans and (2) any Monthly Advances and Compensating Interest Payments on the Group I Loans made by the Servicer for such Distribution Date, (3) any amount paid in connection with an optional termination, up to the amount of the par value for the

related Loan Group, (4) any amounts reimbursed by the Servicer or the Securities Administrator in connection with losses on certain eligible investments in the Protected Accounts or Distribution Account, as applicable, and is net of (5) fees payable to, and other amounts reimbursable to, the Trustee, the Master Servicer, the Servicer, the Custodian and the Securities Administrator and other amounts as provided in the Agreement allocable to the Group I Loans. The Servicer will be entitled to all prepayment charges received on the related Mortgage Loans and such amounts will not be available for distribution to the other Offered Certificates.

“Group II Available Funds”: For any Distribution Date, an amount equal to the amount received by the Securities Administrator and available in the Distribution Account on that Distribution Date in respect of the Group II Loans. The Group II Available Funds generally includes: (1) all previously undistributed payments on account of principal (including the principal portion of Monthly Payments, Principal Prepayments (excluding prepayment charges) and the principal amount of Net Liquidation Proceeds) and all previously undistributed payments on account of interest received after the Cut-Off Date and on or prior to the related Determination Date from the Group II Loans and (2) any Monthly Advances and Compensating Interest Payments on the Group II Loans made by the Servicer for such Distribution Date, (3) any amount paid in connection with an optional termination, up to the amount of the par value for the related Loan Group, (4) any amounts reimbursed by the Servicer or the Securities Administrator in connection with losses on certain eligible investments in the Protected Accounts or Distribution Account, as applicable, and is net of (5) fees payable to, and other amounts reimbursable to, the Trustee, the Master Servicer, the Servicer, the Custodian and the Securities Administrator and other amounts as provided in the Agreement allocable to the Group II Loans. The Servicer will be entitled to all prepayment charges received on the related Mortgage Loans and such amounts will not be available for distribution to the other Offered Certificates.

“Group I Certificates”: The Class 1-A-1, Class R-I and Class R-II Certificates.

“Group I Cut-off Date Balance”: The Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the Cut-off Date.

“Group I Loans”: The Mortgage Loans designated as Group I Loans on the Mortgage Loan Schedule.

“Group I Senior Certificates”: The Class 1-A-1, Class R-I and Class R-II Certificates.

“Group II Certificates”: The Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates.

“Group II Cut-off Date Balance”: The Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II as of the Cut-off Date.

“Group II Loans”: The Mortgage Loans designated as Group II Loans on the Mortgage Loan Schedule.

“Group II Senior Certificates”: The Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates.

“Group III Certificates”: The Class 3-A-1-1, Class 3-A-1-2, Class 3-A-2-1, Class 3-A-2-2, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4 and Class 3-X Certificates.

“Group III Cut-off Date Balance”: The Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the Cut-off Date.

“Group III Loans”: The Mortgage Loans designated as Group III-A Loans and Group III-B Loans on the Mortgage Loan Schedule.

“Group III-A Loans”: The Mortgage Loans designated as Group III-A Loans on the Mortgage Loan Schedule.

“Group III-B Loans”: The Mortgage Loans designated as Group III-A Loans and Group III-B Loans on the Mortgage Loan Schedule.

“Group III Interest Remittance Amount”: For any Distribution Date and the Group III-A, Group III-B or Group III Loans in the aggregate, as applicable, the sum of:

(i)	the interest portion of all scheduled monthly payments on the related Mortgage Loans due on the related Due Date, to the extent received or advanced;
(ii)	the interest portion of all proceeds of the repurchase of a mortgage loan in the related Loan Group (or, in the case of a substitution, certain amounts representing a principal adjustment) as required by the Agreement during the preceding calendar month; and
(iii)	the interest portion of all other unscheduled collections received during the preceding calendar month in respect of the related Mortgage Loans, including, Liquidation Proceeds and Insurance Proceeds, in each case to the extent applied as recoveries of interest.

“Group III Offered Certificates”: The Class 3-A-1-1, Class 3-A-1-2, Class 3-A-2-1, Class 3-A-2-2, Class 3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-M-4 Certificates.

“Group III Senior Certificates”: The Class 3-A-1 Certificates and Class 3-A-2 Certificates.

“Group III Subordinate Certificates”: The Class 3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-M-4 Certificates.

“Initial Certificate Principal Balance”: With respect to each Class of Regular Certificates, the Initial Certificate Principal Balance of such Class of Certificates as set forth in the Preliminary Statement hereto, or with respect to any single Certificate, the Initial Certificate Principal Balance as stated on the face thereof.

“Initial Notional Amount”: With respect to any Class 3-X Certificate, the aggregate of the initial Uncertificated Principal Balance of the REMIC 2-A Regular Interests.

“Insurance Policy”: With respect to any Mortgage Loan, any insurance policy (including the Lender-Paid Primary Insurance Policy) which is required to be maintained from time to time under this Agreement in respect of such Mortgage Loan.

“Insurance Proceeds”: Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy, to the extent such proceeds are payable to the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Securities Administrator and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing Mortgage Loans held for its own account.

“Interest Determination Date”: With respect to each Class of LIBOR Certificates and (i) the first Accrual Period, the second LIBOR Business Day preceding the Closing Date, and (ii) with respect to each Accrual Period thereafter, the second LIBOR Business Day preceding the related Distribution Date on which such Accrual Period commences.

“Late Collections”: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered.

“LIBOR Business Day”: A day on which banks are open for dealing in foreign currency and exchange in London and New York City.

“LIBOR Certificate”: Each of the Group III Senior Certificates and Group III Subordinate Certificates.

“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 in the Servicing Agreement, as of the end of the related Prepayment Period, that all Liquidation Proceeds which it expects to recover with respect to the liquidation of the Mortgage Loan or disposition of the related REO Property have been recovered.

“Liquidation Proceeds”: Amounts (other than Insurance Proceeds) received by the Servicer or Master Servicer in connection with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise and any Subsequent Recoveries, other than amounts received in respect of any REO Property.

“Loan Group”: Loan Group I, Loan Group II and Loan Group III, as applicable.

“Loan Group I”: The Mortgage Loans in Loan Group I, consisting of adjustable-rate mortgage loans, all of which are hybrid mortgage loans with an initial fixed-rate period of one year.

“Loan Group II”: The Mortgage Loans in Loan Group II, consisting of adjustable-rate mortgage loans, all of which are hybrid mortgage loans with an initial fixed-rate period of three years.

“Loan Group III”: Loan Group III-A and Loan Group III-B.

“Loan Group III-A”: The Mortgage Loans in Loan Group III-A, consisting of adjustable-rate mortgage loans, all of which are hybrid mortgage loans with an initial fixed-rate period of three months, six months, one year, two years or three years.

“Loan Group III-B”: The Mortgage Loans in Loan Group III-B, consisting of adjustable-rate mortgage loans, all of which are hybrid mortgage loans with an initial fixed-rate period of three months, six months, one year, two years or three years, and with loan balances that conform to Freddie Mac and Fannie Mae balance limits.

“Loan-to-Value Ratio”: As of any date of determination, the fraction, expressed as a percentage, the numerator of which is the current principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Collateral 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, misplaced 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 Fund against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note in the form of Exhibit I hereto.

“Majority Class 3-X Certificateholder”: With respect to the Class 3-X Certificates and any Distribution Date, the Holder of a 50.01% or greater Percentage Interest of the Class 3-X Certificates.

“Marker Rate”: With respect to the Class 3-X Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC 2-A Pass-Through Rates for each REMIC 2-A Regular Interest (other than REMIC 2-A Regular Interest LT-AA, LT-1SUB, LT-1GRP, LT-2SUB, LT-2GRP and LT-XX) subject to a cap (for each such REMIC 2-A Regular Interest other than REMIC 2-A Regular Interest LT-ZZ) equal to the Pass-Through Rate for the Corresponding Certificate for the purpose of this calculation; with the rate on REMIC 2-A Regular Interest LT-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC 2-A Pass-Through Rate and the related caps with respect to each such REMIC 2-A Regular Interest, other than REMIC 2-A Regular Interest LT-ZZ, shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

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

“Maximum Pass-Through Rate”: With respect to any Distribution Date and each Class of the Class 3-A-1-1, Class 3-A-1-2, Class 3-A-2-1, Class 3-A-2-2, Class 3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-M-4 Certificates, 11.00% per annum.

“Maximum Uncertificated Accrued Interest Deferral Amount”: With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated REMIC 2-A Pass-Through Rate applicable to REMIC 2-A Regular Interest LT-ZZ for such Distribution Date on a balance equal to the excess of (i) the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-ZZ over (ii) the REMIC 2-A Overcollateralized Amount, in each case for such Distribution Date over (b) the sum of (I) Uncertificated Accrued Interest on REMIC 2-A Regular Interest LT-3-A-1-1, REMIC 2-A Regular Interest LT-3-A-1-2, REMIC 2-A Regular Interest LT-3-A-2-1, REMIC 2-A Regular Interest LT-3-A-2-2, REMIC 2-A Regular Interest LT-3M1, REMIC 2-A Regular Interest LT-3M2, REMIC 2-A Regular Interest LT-3M3 and REMIC 2-A Regular Interest LT-3M4, with the rate on each such REMIC 2-A Regular Interest subject to a cap equal to the Pass-Through Rate for the Corresponding Certificate; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC 2-A Pass-Through Rate and the related caps with respect to REMIC 2-A Regular Interest LT-3-A-1-1, REMIC 2-A Regular Interest LT-3-A-1-2, REMIC 2-A Regular Interest LT-3-A-2-1, REMIC 2-A Regular Interest LT-3-A-2-2, REMIC 2-A Regular Interest LT-3M1, REMIC 2-A Regular Interest LT-3M2, REMIC 2-A Regular Interest LT-3M3 and REMIC 2-A Regular Interest LT-3M4 shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

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

“MERS® System”: The system of recording transfers of Mortgages electronically maintained by MERS.

“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.

“MOM Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

“Monthly Advance”: An Advance.

“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by a Mortgagor from time to time under the related Mortgage Note as originally executed (after adjustment, if any, for Deficient Valuations occurring prior to such Due Date, and after any adjustment by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period).

“Moody’s”: Moody’s Investors Service, Inc., or its successor in interest.

“Mortgage”: The mortgage, deed of trust or any other instrument securing the Mortgage Loan.

“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement; provided, that whenever the term “Mortgage File” is used to refer to documents actually received by the Custodian as agent for the Trustee, such term shall

not be deemed to include such additional documents required to be added unless they are actually so added.

“Mortgage Loan”: Each of the Mortgage Loans, transferred and assigned to the Trustee pursuant to Section 2.01 or 2.04 and from time to time held in the Trust Fund (including any Eligible Substitute Mortgage Loans), the Mortgage Loans so transferred, assigned and held being identified in the Mortgage Loan Schedule. As used herein, the term “Mortgage Loan” includes the related Mortgage Note and Mortgage.

“Mortgage Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement dated as October 1, 2005, between DLJ Mortgage Capital, Inc., as seller and the Company as purchaser, and all amendments thereof and supplements thereto, a form of which is attached hereto as Exhibit P.

“Mortgage Loan Schedule”: As of any date of determination, the schedule of Mortgage Loans included in the Trust Fund. The initial schedule of Mortgage Loans with accompanying information transferred on the Closing Date to the Trustee as part of the Trust Fund for the Certificates, attached hereto as Exhibit H for the Certificates (in each case as amended from time to time to reflect the addition of Eligible Substitute Mortgage Loans) (and, for purposes of the Trustee pursuant to Section 2.02, in computer-readable form as delivered to the Custodian), which list shall set forth the following information with respect to each Mortgage Loan:

(i)

the loan number;

(ii)

the city, state and zip code of the Mortgaged Property;

(iii)

the original term to maturity;

(iv)

the original principal balance and the original Mortgage Rate;

(v)

the first Distribution Date;

(vi)

the type of Mortgaged Property;

(vii)

the Monthly Payment in effect as of the Cut-off Date;

(viii)

the principal balance as of the Cut-off Date;

(ix)

the Mortgage Rate as of the Cut-off Date;

(x)

the occupancy status;

(xi)

the purpose of the Mortgage Loan;

(xii)

the Collateral Value of the Mortgaged Property;

(xiii)

the original term to maturity;

(xiv)

the paid-through date of the Mortgage Loan

(xv)	[Reserved];
(xvi)	the Servicing Fee Rate;
(xvii)	the Net Mortgage Rate for such Mortgage Loan;

(xviii)

whether the Mortgage Loan is covered by a private mortgage insurance policy or an original certificate of private mortgage insurance;

(xix)	the documentation type;
(xx)	the type and term of the related Prepayment Charge, if any;

(xxi)

whether such Mortgage Loan is a Lender-Paid Insured Loan and, if so, the Lender-Paid Primary Insurance Rate;

(xxii)	with respect to each Adjustable Rate Mortgage Loan.
	(a)	the frequency of each adjustment date;
	(b)	the next adjustment date;
	(c)	the Maximum Mortgage Rate;
	(d)	the Minimum Mortgage Rate;
	(e)	the Mortgage Rate as of the Cut-off Date;
	(f)	the related Periodic Rate Cap;
	(g)	the Gross Margin; and
	(h)	the purpose of the Mortgage Loan.

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

“Mortgage Rate”: With respect to any Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan, as adjusted from time to time in accordance with the provisions of the Mortgage Note.

“Mortgaged Property”: The underlying property securing a Mortgage Loan.

“Mortgagor”: The obligor or obligors on a Mortgage Note.

“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, Servicing Fees and any other accrued and

unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

“Net Monthly Excess Cashflow”: With respect to Loan Group III-A and Loan Group III-B, as determined in the aggregate for any Distribution Date, the excess of (x) the sum of the Group III Interest Remittance Amount and the Principal Remittance Amount for the Group III Loans for such Distribution Date over (y) the sum for such Distribution Date of (A) the aggregate amount of Accrued Certificate Interest for the Group III Senior Certificates and Group III Subordinate Certificates, (B) the aggregate Interest Carry Forward Amount for the Group III Senior Certificates and (C) the related Principal Remittance Amount used to make payments in respect of principal to these Certificates.

“Net Mortgage Rate”: With respect to each Mortgage Loan Due Date, a per annum rate of interest equal to the then-applicable Mortgage Rate on such Mortgage Loan less the Servicing Fee Rate.

“Net Prepayment Interest Shortfall”: With respect to any Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for such date over the related Compensating Interest.

“Net WAC Rate”: With respect to any Distribution Date and each Class of Class 3-A-1 Certificates, a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (i) the related Group III Interest Remittance Amount for such Distribution Date and (ii) 12, and the denominator of which is the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A for the immediately preceding Distribution Date, multiplied by (b) a fraction, the numerator of which is 30 and the denominator which is the actual number of days in the immediately preceding Accrual Period. For federal income tax purpose, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC 2-A Pass-Through Rate on REMIC 2-A Regular Interest LT-1GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC 2-A Regular Interest.

With respect to any Distribution Date and each Class of Class 3-A-2 Certificates, a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (i) the related Group III Interest Remittance Amount for such Distribution Date and (ii) 12, and the denominator of which is the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-B for the immediately preceding Distribution Date, multiplied by (b) a fraction, the numerator of which is 30 and the denominator which is the actual number of days in the immediately preceding Accrual Period. For federal income tax purpose, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC 2-A Pass-Through Rate on REMIC 2-A Regular Interest LT-2GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC 2-A Regular Interest.

With respect to any Distribution Date and each Class of Group III Subordinate Certificates, a per annum rate equal to the weighted average of (i) the Net WAC Rate for Loan Group III-A and (ii) the Net WAC Rate for Loan Group III-B, in each case for such Distribution Date, on the basis of the outstanding principal balances of the Mortgage Loans in the related Loan Group less the principal balance of the related Senior Certificates, respectively. For federal

income tax purpose, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC 2-A Pass-Through Rate on REMIC 2-A Regular Interest LT-1SUB (subject to a cap and a floor equal to the Uncertificated REMIC 2-A Pass-Through Rate on REMIC 2-A Regular Interest LT-1GRP) and the Uncertificated REMIC 2-A Pass-Through Rate on REMIC 2-A Regular Interest LT-2SUB (subject to a cap and a floor equal to the Uncertificated REMIC 2-A Pass-Through Rate on REMIC 2-A Regular Interest LT-2GRP), weighted on the basis of the Uncertificated Principal Balance of each such REMIC 2-A Regular Interest.

“Net WAC Shortfall”: With respect to any Class of LIBOR Certificates on any Distribution Date, as determined separately for each such Class of certificates, the excess, if any, of (x) the related Accrued Certificate Interest thereon for such Distribution Date calculated pursuant to clause (i)(a) of the related definition of Pass-Through Rate over (y) Accrued Certificate Interest thereon for such Distribution Date calculated at the related Net WAC Rate.

“Net WAC Shortfall Carry-Forward Amount” With respect to any Class of LIBOR Certificates on any Distribution Date, as determined separately for each such Class of Certificates, an amount equal to the aggregate amount of Net WAC Shortfall for such Certificates on such Distribution Date, plus any unpaid Net WAC Shortfall for such Class of Certificates from prior Distribution Dates, plus interest thereon at the related Pass-Through Rate for such Distribution Date for such Class for the related Accrual Period, to the extent previously unreimbursed by Net Monthly Excess Cashflow.

“Nonrecoverable Advance”: Any Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan which, in the good faith judgment of the Servicer or the Master Servicer, will not or, in the case of a proposed Advance or Servicing Advance, would not be ultimately recoverable from related Late Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. The determination by the Servicer or the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance would constitute a Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing Officer delivered, in the case of the Servicer, to the Company and the Master Servicer, and in the case of the Master Servicer, to the Company and the Securities Administrator.

“Non-United States Person”: Any Person other than a United States Person.

“Notional Amount”: With respect to the Class 3-X Certificates, immediately prior to any Distribution Date, the aggregate of the Uncertificated Principal Balances of the REMIC 2-A Regular Interests.

“Offered Certificates”: The Class 1-A-1, Class 2-A-1, Class 2-A-2-1, Class 2-A-2-2, Class 3-A-1-1, Class 3-A-1-2, Class 3-A-2-1, Class 3-A-2-2, Class R-I, Class R-II, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4, Class C-B-1, Class C-B-2 and Class C-B-3 Certificates.

“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Company, the Seller, the Master

Servicer or of any Subservicer and delivered to the Company, Securities Administrator and Trustee.

“One-Month LIBOR”: With respect to any Accrual Period, the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of the London interbank offered rate for one-month United States dollar deposits, as such rates appear on the Telerate Screen Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date pursuant to Section 1.02.

“Opinion of Counsel”: A written opinion of counsel, who may be counsel for the Company, the Seller, or the Master Servicer, reasonably acceptable to the Trustee and Securities Administrator; except that any opinion of counsel relating to (a) the qualification of any account required to be maintained pursuant to this Agreement as an Eligible Account, (b) the qualification of each REMIC as a REMICs, (c) compliance with the REMIC Provisions or (d) resignation of the Master Servicer pursuant to Section 6.04 must be an opinion of counsel who (i) is in fact independent of the Company and the Master Servicer, (ii) does not have any direct financial interest or any material indirect financial interest in the Company or the Master Servicer or in an affiliate of either and (iii) is not connected with the Company or the Master Servicer as an officer, employee, director or person performing similar functions.

“Optional Termination Date”: With respect to Loan Group I and Loan Group II, the Distribution Date following the first Distribution Date after the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II, and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the sum of the Group I Cut-off Date Balance and Group II Cut-off Date Balance.

With respect to Loan Group III-A and Loan Group III-B, the Distribution Date following the first Distribution Date after the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B, and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the sum of the Group III Cut-off Date Balance.

“Original Subordinate Principal Balance”: The aggregate Certificate Principal Balance of the Class C-B Certificates as of the Closing Date.

“OTS”: Office of Thrift Supervision or any successor.

“Outstanding Mortgage Loan”: As to any Due Date, a Mortgage Loan (including an REO Property) which was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition and which was not purchased prior to such Due Date pursuant to Sections 2.02, 2.04 or 3.14.

“Outstanding Principal Balance”: With respect to a mortgage loan, the principal balance of such mortgage loan remaining to be paid by the mortgagor or, in the case of an REO Property, the principal balance of the related mortgage loan remaining to be paid by the mortgagor at the time such property was acquired by the trust.

“Overcollateralized Amount”: For any Distribution Date, the amount, if any, by which (i) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, including Realized Losses on the Mortgage Loans incurred during the related Prepayment Period), exceeds (ii) the aggregate Certificate Principal Balance of the Group III Senior Certificates and Group III Subordinate Certificates as of such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal payment on these Group III Certificates on such Distribution Date).

“Overcollateralization Increase Amount”: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount (calculated for the purpose of this definition only, solely after taking into account payments to the Group III Senior Certificates and Group III Subordinate Certificates of the Basic Principal Distribution Amount on such Distribution Date) on such Distribution Date.

“Overcollateralization Target Amount”: With respect to any Distribution Date, (a) prior to the Stepdown Date, 0.50% of the Group III Cut-off Date Balance, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of (i) 1.00% of the then current Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period and (ii) 0.50% of the Group III Cut-off Date Balance or (c) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Group III Senior Certificates and Group III Subordinate Certificates to zero, the Overcollateralization Target Amount shall be zero.

“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”: The initial Pass-Through Rate on each of the Class 1-A-1 Certificates and Class R Certificates is 4.1469% per annum. After the first Distribution Date, the Pass-Through Rate on each of the Class 1-A-1 Certificates and Class R Certificates will equal the weighted average of the Net Mortgage Rates on the Mortgage Loans in Loan Group I. For federal income tax purpose, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC 1-A Pass-Through Rate on REMIC 1-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Principal Balance of such REMIC 1-A Regular Interest.

The initial Pass-Through Rate on each of the Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates is 4.8482% per annum. After the first Distribution Date, the Pass-Through Rate on each of the Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates will equal the weighted average of the Net Mortgage Rates on the Mortgage Loans in Loan Group II. For federal income tax purpose, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC 1-A Pass-Through Rate on REMIC 1-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Principal Balance of such REMIC 1-A Regular Interest.

The initial Pass-Through Rate on each of the Class C-B Certificates is 4.3597% per annum. After the first Distribution Date, the Pass-Through Rate on the Class C-B Certificates will equal the weighted average of the Net Mortgage Rates on the Mortgage Loans in Loan Group I and Loan Group II, weighted, in each case, on the basis of the outstanding principal balances of the Mortgage Loans in the related Loan Group less the principal balance of the related Senior Certificates. For federal income tax purpose, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC 1-A Pass-Through Rate on REMIC 1-A Regular Interest LT-1A (subject to a cap and a floor equal to the REMIC 1-A Pass-Through Rate on REMIC 1-A Regular Interest LT-1B) and the REMIC 1-A Pass-Through Rate on REMIC 1-A Regular Interest LT-2A (subject to a cap and a floor equal to the REMIC 1-A Pass-Through Rate on REMIC 1-A Regular Interest LT-2B), weighted on the basis of the Uncertificated Principal Balance of each such REMIC 1-A Regular Interest.

With respect to each Distribution Date and the Class 3-A-1-1, Class 3-A-1-2, Class 3-A-2-1, Class 3-A-2-2, Class 3-M-1, Class 3-M-2, Class 3-M-3 or Class 3-M-4 Certificates, a floating rate equal to the least of (i) One-Month LIBOR plus the related Certificate Margin, (ii) the related Maximum Pass-Through Rate and (iii) the related Net WAC Rate with respect to such Distribution Date.

With respect to any Distribution Date and the Class 3-X Certificates, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of the amounts calculated pursuant to clauses (a) through (j) below, and the denominator of which is (y) the aggregate of the Uncertificated Principal Balances of the REMIC 2-A Regular Interests (other than REMIC 2-A Regular Interest LT-1SUB, LT-1GRP, LT-2SUB, LT-2GRP and LT-XX). For purposes of calculating the Pass-Through Rate for the Class 3-X Certificates, the numerator is equal to the sum of the following components:

(a) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-AA minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-AA;

(b) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-3-A-1-1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-3-A-1-1;

(c) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-3-A-1-2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-3-A-1-2;

(d) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-3-A-2-1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-3-A-2-1;

(e) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-3-A-2-2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-3-A-2-2;

(f) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-3M1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-3M1;

(g) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-3M2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-3M2;

(h) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-3M3 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-3M3;

(i) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-3M4 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-3M4; and

(j) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-ZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-ZZ.

“Percentage Interest”: With respect to any Certificate (other than a Class R Certificate), the undivided percentage ownership interest in the related Class evidenced by such Certificate, which percentage ownership interest shall be equal to the Initial Certificate Principal Balance thereof or Initial Notional Amount, as applicable, thereof divided by the aggregate Initial Certificate Principal Balance or Initial Notional Amount, as applicable, of all of the Certificates of the same Class. With respect to any Class R Certificate, the interest in distributions to be made with respect to such Class evidenced thereby, expressed as a percentage, as stated on the face of each such Certificate.

“Permitted Investment”: One or more of the following:

(i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available;

(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor’s, in the case of the principal depository institution in a

depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor’s or Fitch Ratings and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor’s if Standard & Poor’s is the Rating Agency;

(iv) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by Moody’s, Fitch Ratings and Standard & Poor’s in their highest short-term ratings available; provided that such commercial paper shall have a remaining maturity of not more than 30 days;

(v) a money market fund or a qualified investment fund rated by Moody’s and Fitch Ratings, if so rated, in its highest long-term ratings available and rated AAAm or AAAm-G by Standard & Poor’s, including any such funds for which Wells Fargo Bank, N.A. or any affiliate thereof serves as an investment advisor, manager, administrator, shareholder, servicing agent, and/or custodian or sub-custodian; and

(vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency, as evidenced in writing;

provided , however , that no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations.

“Permitted Transferee”: Any transferee of a Residual Certificate other than a Disqualified Organization, a Non-United States Person or an “electing large partnership” (as defined in Section 775 of the Code).

“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.

“Prepayment Assumption”: As defined in the Prospectus Supplement.

“Prepayment Charge”: With respect to any Mortgage Loan, the charges, penalties or premiums, if any, due in connection with a full or partial prepayment of such Mortgage Loan in accordance with the terms of the related Mortgage Note (or any rider or annex thereto), or any

amounts in respect thereof paid by the Seller in accordance with the Mortgage Loan Purchase Agreement or the Servicer in accordance with the Servicing Agreement.

“Prepayment Interest Shortfall”: As to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the related Prepayment Period, an amount equal to the excess of one month’s interest at the Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for such Prepayment Period to the date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal to one month’s interest at the Mortgage Rate on the amount of such Curtailment.

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

“Primary Hazard Insurance Policy”: Each primary hazard insurance policy required to be maintained pursuant to Section 3.09.

“Primary Mortgage Insurance Policy”: Any primary mortgage insurance policy of mortgage guaranty insurance including the Lender-Paid Primary Insurance Policy or any replacement policy therefor.

“Principal Distribution Amount”: For any Distribution Date, as determined separately for the Mortgage Loans in Loan Group III-A and Loan Group III-B, an amount equal to the sum of the Basic Principal Distribution Amount plus the Overcollateralization Increase Amount.

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

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

“Principal Remittance Amount”: For any Distribution Date and the Mortgage Loans in Loan Group III-A, Loan Group III-B or Loan Group III in the aggregate, as applicable, the sum of

(i)	the principal portion of all scheduled monthly payments on the related Mortgage Loans due on the related Due Date, to the extent received or advanced;
(ii)	the principal portion of all proceeds of the repurchase of a mortgage loan in the related Loan Group (or, in the case of a substitution, certain amounts representing a principal adjustment) as required by the Agreement during the preceding calendar month;
(iii)	the principal portion of all other unscheduled collections received during the preceding calendar month in respect of the related Mortgage Loans, including full

and partial prepayments, Liquidation Proceeds and Insurance Proceeds, in each case to the extent applied as recoveries of principal; and

(iv)	any amounts withdrawn from the Corridor Contract to cover Realized Losses on the Mortgage Loans in Loan Group III during the related Due Period.

“Prospectus Supplement”: That certain Prospectus Supplement dated October 28, 2005, relating to the public offering of the Offered Certificates.

“Protected Account”: An account established and maintained for the benefit of Certificateholders by the Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to the Servicing Agreement.

“Purchase Price”: With respect to any Mortgage Loan (or REO Property) required to be purchased pursuant to Section 2.02, 2.04 or 3.06, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof, (ii) unpaid accrued interest (or REO Imputed Interest) at the applicable Net Mortgage Rate on the Stated Principal Balance thereof outstanding during each Due Period that such interest was not paid or advanced, from the date through which interest was last paid by the Mortgagor or advanced and distributed to Certificateholders together with unpaid Servicing Fees and, if such Mortgage Loan is a Lender-Paid Insured Loan, the premium payable at the Lender-Paid Primary Insurance Rate, from the date through which interest was last paid by the Mortgagor, in each case to the first day of the month in which such Purchase Price is to be distributed, plus (iii) the aggregate of all Advances and Servicing Advances made in respect thereof that were not previously reimbursed and (iv) costs and damages incurred by the Trust Fund in connection with a repurchase pursuant to Section 2.04 hereof that arises out of a violation of any anti-predatory lending law.

“Purchase, Warranties and Servicing Agreement”: The Seller’s Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005, among DLJ Mortgage Capital, Inc., AHMC and American Home Mortgage Servicing, Inc., as amended by Amendment No. 1 to the Seller’s Purchase, Warranties and Servicing Agreement, dated as of October 31, 2005, among DLJ Mortgage Capital, Inc., AHMC and American Home Mortgage Servicing, Inc., pursuant to which AHMC sold the Mortgage Loans to DLJ Mortgage Capital, Inc.

“Qualified Insurer”: Any insurance company duly qualified as such under the laws of the state or states in which the related Mortgaged Property or Mortgaged Properties is or are located, duly authorized and licensed in such state or states to transact the type of insurance business in which it is engaged and approved as an insurer by the Master Servicer, so long as the claims paying ability of which is acceptable to the Rating Agencies for pass-through certificates having the same rating as the Certificates rated by the Rating Agencies as of the Closing Date.

“Rating Agency”: Standard & Poor’s, Moody’s and Fitch Ratings, and each of their successors. If such agencies and their successors are no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating agency, or other comparable Person, designated by the Company, notice of which designation shall be given to the Trustee, the Securities Administrator and Master Servicer. References herein to the two highest long term debt ratings of a Rating Agency shall mean “AA” or better in the case of Standard & Poor’s and

Fitch Ratings and “Aa2” or better in the case of Moody’s and references herein to the two highest short-term debt ratings of a Rating Agency shall mean “A-1+” in the case of Standard & Poor’s, “F-1” in the case of Fitch Ratings and “P-1” in the case of Moody’s, and in the case of any other Rating Agency such references shall mean such rating categories without regard to any plus or minus.

“Realized Loss”: With respect to each Mortgage Loan or REO Property as to which a Cash Liquidation or REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which interest was last paid or advanced to Certificateholders up to the date of the Cash Liquidation or REO Disposition on the Stated Principal Balance of such Mortgage Loan outstanding during each Due Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month in which such Cash Liquidation or REO Disposition occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or the Servicer with respect to related Advances or Servicing Advances not previously reimbursed. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. In addition, to the extent the Servicer or Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.

“Record Date”: With respect to the LIBOR Certificates and each Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date; provided, however, if any such Certificate is no longer a Book-Entry Certificate, the Record Date for such Class of Certificates shall be the close of business on the last Business Day of the calendar month preceding such Distribution Date. For each Class of Certificates other than the LIBOR Certificates and each Distribution Date, the close of business on the last Business Day of the calendar month preceding such Distribution Date.

“Reference Banks” Leading banks selected by the Securities Administrator after consultation with the Company and engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) whose quotations appear on the Telerate Screen Page 3750 on the Interest Determination Date in question and (iii) not controlling, controlled by, or under common control with, the Depositor, the Seller, the Master Servicer or the Servicer.

“Regular Certificate”: Any of the Certificates other than a Residual Certificate.

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

“Relief Act”: The Servicemembers Civil Relief Act, f/k/a Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended.

“Relief Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage Loan with respect 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 by which (i) interest collectible on such Mortgage Loan during such Due Period is less than (ii) one month’s interest on the 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 1-A”: The segregated pool of assets subject hereto (exclusive of the Basis Risk Shortfall Reserve Fund, the Corridor Contract and any Prepayment Charges) with respect to which a REMIC election is to be made, conveyed in trust to the Trustee, for the benefit of the Holders of the REMIC 1-A Regular Interests and the Holders of the Class R-II Certificates (as holders of the Class R-1A Interest), consisting of: (i) each Group I Mortgage Loan and each Group II Mortgage Loan (exclusive of payments of principal and interest due on or before the Cut-off Date, if any, received by the Master Servicer which shall not constitute an asset of the Trust Fund) as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans (exclusive of any prepayment fees and late payment charges received on the Mortgage Loans), together with all documents included in the related Mortgage File, subject to Section 2.01; (ii) such funds or assets as from time to time are deposited in the Distribution Account and belonging to the Trust Fund relating to the Group I Mortgage Loans or Group II Mortgage Loans; (iii) any related REO Property; (iv) the Primary Hazard Insurance Policies, if any, the Primary Mortgage Insurance Policies, if any, and all other Insurance Policies with respect to the Mortgage Loans; and (v) the Company’s interest in respect of the (a) representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement and (b) the representations and warranties made by AHMC in the AHMC Side Agreements, as assigned to the Trustee pursuant to Section 2.04 hereof. REMIC 1-A specifically does not include the Basis Risk Shortfall Reserve Fund, the Corridor Contract and any Prepayment Charges.

“REMIC 1-A Regular Interests”: The REMIC 1-A Regular Interests, as set forth in the Preliminary Statement.

“REMIC 1-A Subordinated Balance Ratio”: The ratio among the Uncertificated Principal Balances of each REMIC 1-A Regular Interest ending with the designation “A”, equal to the ratio between, with respect to each such REMIC 1-A Regular Interest, the excess of (x) the Aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of Senior Certificates relating to such Loan Group.

“REMIC 1-B”: The segregated pool of assets consisting of all of the REMIC 1-A Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the Group I Certificates, Group II Certificates and Class CB Certificates and the Holders of the Class R-I Certificates (as holders of the Class R-1B Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC 2-A”: The segregated pool of assets subject hereto (exclusive of the Basis Risk Shortfall Reserve Fund, the Corridor Contract and any Prepayment Charges) with respect to which a REMIC election is to be made, conveyed in trust to the Trustee, for the benefit of the Holders of the REMIC 2-A Regular Interests and the Holders of the Class R-II Certificates (as holders of the Class R-2A Interest), consisting of: (i) each Group III Mortgage Loan (exclusive of payments of principal and interest due on or before the Cut-off Date, if any, received by the Master Servicer which shall not constitute an asset of the Trust Fund) as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans (exclusive of any prepayment fees and late payment charges received on the Mortgage Loans), together with all documents included in the related Mortgage File, subject to Section 2.01; (ii) such funds or assets as from time to time are deposited in the Distribution Account and belonging to the Trust Fund relating to the Group III Mortgage Loans; (iii) any related REO Property; (iv) the Primary Hazard Insurance Policies, if any, the Primary Mortgage Insurance Policies, if any, and all other Insurance Policies with respect to the Mortgage Loans; and (v) the Company’s interest in respect of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to Section 2.04 hereof. REMIC 2-A specifically does not include the Basis Risk Shortfall Reserve Fund, the Corridor Contract and any Prepayment Charges.

“REMIC 2-A Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the aggregate Principal Balance of the Group III Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 2-A Pass-Through Rate for REMIC 2-A Regular Interest LT-AA minus the Marker Rate, divided by (b) 12.

“REMIC 2-A Marker Allocation Percentage”: 50% of any amount payable or loss attributable from the Group III Mortgage Loans, which shall be allocated to REMIC 2-A Regular Interest LT-AA, REMIC 2-A Regular Interest LT-3-A-1-1, REMIC 2-A Regular Interest LT-3-A-1-2, REMIC 2-A Regular Interest LT-3-A-2-1, REMIC 2-A Regular Interest LT-3-A-2-2, REMIC 2-A Regular Interest LT-3M1, REMIC 2-A Regular Interest LT-3M2, REMIC 2-A Regular Interest LT-3M3, REMIC 2-A Regular Interest LT-3M4 and REMIC 2-A Regular Interest LT-ZZ.

“REMIC 2-A Overcollateralized Amount”: With respect to any date of determination, (i) 1% of the aggregate Uncertificated Principal Balances of REMIC 2-A Regular Interest LT-AA, REMIC 2-A Regular Interest LT-3-A-1-1, REMIC 2-A Regular Interest LT-3-A-1-2, REMIC 2-A Regular Interest LT-3-A-2-1, REMIC 2-A Regular Interest LT-3-A-2-2, REMIC 2-A Regular Interest LT-3M1, REMIC 2-A Regular Interest LT-3M2, REMIC 2-A Regular Interest LT-3M3, REMIC 2-A Regular Interest LT-3M4 and REMIC 2-A Regular Interest LT-ZZ, minus (ii) the aggregate of the Uncertificated Principal Balances of REMIC 2-A Regular Interest LT-3-A-1-1, REMIC 2-A Regular Interest LT-3-A-1-2, REMIC 2-A Regular Interest LT-3-A-2-1, REMIC 2-A Regular Interest LT-3-A-2-2, REMIC 2-A Regular Interest LT-3M1, REMIC 2-A Regular Interest LT-3M2, REMIC 2-A Regular Interest LT-3M3 and REMIC 2-A Regular Interest LT-3M4, in each case as of such date of determination.

“REMIC 2-A Principal Loss Allocation Amount”: With respect to any Distribution Date and the Mortgage Loans, an amount equal to (a) the product of (i) 50% of the aggregate Principal

Balance of the Group III Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Principal Balances of REMIC 2-A Regular Interest LT-3-A-1-1, REMIC 2-A Regular Interest LT-3-A-1-2, REMIC 2-A Regular Interest LT-3-A-2-1, REMIC 2-A Regular Interest LT-3-A-2-2, REMIC 2-A Regular Interest LT-3M1, REMIC 2-A Regular Interest LT-3M2, REMIC 2-A Regular Interest LT-3M3 and REMIC 2-A Regular Interest LT-3M4 and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC 2-A Regular Interest LT-3-A-1-1, REMIC 2-A Regular Interest LT-3-A-1-2, REMIC 2-A Regular Interest LT-3-A-2-1, REMIC 2-A Regular Interest LT-3-A-2-2, REMIC 2-A Regular Interest LT-3M1, REMIC 2-A Regular Interest LT-3M2, REMIC 2-A Regular Interest LT-3M3, REMIC 2-A Regular Interest LT-3M4 and REMIC 2-A Regular Interest LT-ZZ.

“REMIC 2-A Overcollateralization Target Amount”: 0.50% of the Overcollateralization Target Amount.

“REMIC 2-A Regular Interests”: Any one of the separate non-certificated beneficial ownership interests in REMIC 2-A issued hereunder and designated as a “regular interest” in REMIC 2-A and identified in the Preliminary Statement. Each REMIC 2-A Regular Interest shall accrue interest at the related Uncertificated REMIC 2-A Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

“REMIC 2-A Sub WAC Allocation Percentage”: 50% of any amount payable or loss attributable from the Group III Mortgage Loans, which shall be allocated to REMIC 2-A Regular Interest LT-1SUB, REMIC 2-A Regular Interest LT-1GRP, REMIC 2-A Regular Interest LT-2SUB, REMIC 2-A Regular Interest LT-2GRP and REMIC 2-A Regular Interest LT-XX.

“REMIC 2-A Subordinated Balance Ratio”: The ratio among the Uncertificated Principal Balances of each REMIC 2-A Regular Interest ending with the designation “SUB,” equal to the ratio among, with respect to each such REMIC 2-A Regular Interest, the excess of (x) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A or the Mortgage Loans in Loan Group III-B, as applicable over (y) the current Certificate Principal Balance of the related Class 3-A-1 Certificates or Class 3-A-2 Certificates.

“REMIC 2-B”: The segregated pool of assets consisting of all of the REMIC 2-A Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the Group III Certificates and the Holders of the Class R-I Certificates (as holders of the Class R-2B Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

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

“REMIC Regular Interest”: A REMIC 1-A or REMIC 2-A Regular Interest.

“Remittance Report”: A report prepared by the Master Servicer (and delivered to the Securities Administrator) providing the information set forth in Exhibit E attached hereto.

“REO Acquisition”: The acquisition by the Servicer on behalf of the Trust Fund for the benefit of the Certificateholders of any REO Property pursuant to Section 3.15.

“REO Disposition”: The receipt by the Servicer of Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and other payments and recoveries (including proceeds of a final sale) which the Servicer expects to be finally recoverable from the sale or other disposition of the REO Property.

“REO Imputed Interest”: As to any REO Property, for any period, an amount equivalent to interest (at the Mortgage Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof (as such balance is reduced pursuant to Section 3.15 by any income from the REO Property treated as a recovery of principal).

“REO Proceeds”: Proceeds, net of directly related expenses, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property and of any REO Disposition), which proceeds are required to be deposited into the Distribution Account as and when received.

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

“Repurchase Price”: With respect to any Mortgage Loan required to be repurchased by the Seller or AHMC, as the case may be, on any date pursuant to the Mortgage Loan Purchase Agreement or the AHMC Side Agreements, as the case may be, or purchased by the Servicer pursuant to the Servicing Agreement an amount equal to the sum, without duplication, of (i) 100% of the Stated Principal Balance thereof (without reduction for any amounts charged off) and (ii) unpaid accrued interest at the Mortgage Rate on the outstanding pricnipal balance thereof from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month of purchase plus (iii) the amount of unreimbursed Monthly Advances or unreimbursed Servicing Advances made with respect to such Mortgage Loan plus (iv) any other amounts owed to the Master Servicer or the Servicer as applicable, pursuant to the Agr eement or Servicing Agreement and not included in clause (iii) of this definition plus (v) any costs and damages incurred by the Trust in connection with any violation by such loan of any predatory lending law.

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

“Residual Certificates”: The Class R Certificates.

“Residual Interest”: The sole Class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

“Responsible Officer”: When used with respect to the Trustee shall mean any officer within the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. When used with respect to the Securities Administrator shall mean any officer assigned with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer of the Securities Administrator to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Rolling Three Month Delinquency Rate”: With respect to any Distribution Date, the average of the Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution Dates, respectively) immediately preceding months.

“Sarbanes Oxley Certification”: A written certification covering servicing of the Mortgage Loans by the Servicer and signed by an officer of the Company 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.

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

“Seller”: DLJ Mortgage Capital, Inc., or its successor in interest.

“Senior Certificates”: The Group I Certificates, Group II Certificates and Group III Senior Certificates.

“Senior Optimal Principal Amount”: With respect to each of the Class 1-A-1, Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates, and each Distribution Date will be an amount equal to the sum of the following (but in no event greater than the aggregate Certificate Principal Balances of each of the Class 1-A-1, Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates, as applicable, immediately prior to such Distribution Date):

(1) the applicable Senior Percentage of the principal portion of all Monthly Payments due on the Mortgage Loans in the related Loan Group on the related Due Date, as specified in the amortization schedule at the time applicable thereto (after adjustment for previous principal prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period);

(2) the applicable Senior Prepayment Percentage of the Stated Principal Balance of each mortgage loan in the related Loan Group which was the subject of a prepayment in full received by the Master Servicer during the applicable Prepayment Period;

(3) the applicable Senior Prepayment Percentage of all partial prepayments allocated to principal received during the applicable Prepayment Period;

(4) the lesser of (a) the applicable Senior Prepayment Percentage of the sum of (i) all Net Liquidation Proceeds allocable to principal received in respect of each mortgage loan in the related Loan Group which became a Liquidated Mortgage Loan during the related Prepayment Period (other than Mortgage Loans described in the immediately following clause (ii)) and all Subsequent Recoveries received in respect of each Liquidated Mortgage Loan in the related Loan Group during the related Due Period and (ii) the Stated Principal Balance of each such mortgage loan in the related Loan Group purchased by an insurer from the Trustee during the related Prepayment Period pursuant to the related primary mortgage insurance policy, if any, or otherwise; and (b) the applicable Senior Percentage of the sum of (i) the Stated Principal Balance of each mortgage loan in the related Loan Group which became a Liquidated Mortgage Loan during the related Prepayment Period (other than the Mortgage Loans described in the immediately following clause (ii) and (ii) the Stated Principal Balance of each such mortgage loan in the related Loan Group that was purchased by an insurer from the Trustee during the

related Prepayment Period pursuant to the related primary mortgage insurance policy, if any or otherwise; and

(5) the applicable Senior Prepayment Percentage of the sum of (a) the Stated Principal Balance of each mortgage loan in the related Loan Group which was repurchased by the Seller in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal Balance of each mortgage loan in the related Loan Group that has been replaced by AHMC with a substitute mortgage loan pursuant to the Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Stated Principal Balance of each such substitute mortgage loan.

“Senior Percentage”: With respect to Loan Group I and Loan Group II, the lesser of (a) 100% and (b) the percentage (carried to six places rounded up) obtained by dividing the aggregate Certificate Principal Balance of the Class 1-A-1 Certificates or Class 2-A Certificates, as applicable, immediately prior to such Distribution Date, by the Aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the beginning of the related Due Period. The initial Senior Percentage for each of Loan Group I and Loan Group II will be 94.15%.

“Senior Prepayment Percentage”: The Senior Prepayment Percentage for the Class 1-A-1, Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates, on any Distribution Date occurring during the periods set forth below will be as follows:

Period (dates inclusive)	Senior Prepayment Percentage
November 25, 2005 – October 25, 2012	100%

November 25, 2012 – October 25, 2013	Senior Percentage for the related Senior Certificates plus 70% of the related Subordinate Percentage.
November 25, 2013 – October 25, 2014	Senior Percentage for the related Senior Certificates plus 60% of the related Subordinate Percentage.
November 25, 2014 – October 25, 2015	Senior Percentage for the related Senior Certificates plus 40% of the related Subordinate Percentage.
November 25, 2015 – October 25, 2016	Senior Percentage for the related Senior Certificates plus 20% of the related Subordinate Percentage.
November 25, 2016 and thereafter	Senior Percentage for the related Senior Certificates.

Any scheduled reduction to the related Senior Prepayment Percentage for the Class 1-A-1 Certificates and the Class 2-A-1 Certificates shall not be made as of any Distribution Date

unless, as of the last day of the month preceding such Distribution Date (1) the Aggregate Stated Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage Loans with respect to which the related mortgaged property has been acquired by the trust) averaged over the last six months, as a percentage of the aggregate Certificate Principal Balance of the Class C-B Certificates does not exceed 50% and (2) cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the aggregate Certificate Principal Balance of the Original Subordinate Principal Balance if such Distribution Date occurs between and including November 2012 and October 2013, (b) 35% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including November 2013 and October 2014, (c) 40% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including November 2014 and October 2015, (d) 45% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including November 2015 and October 2016, and (e) 50% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after November 2016.

In addition, if on or before the Distribution Date in November 2008, the Aggregate Subordinate Percentage for such Distribution Date is equal to or greater than two times the initial Aggregate Subordinate Percentage, and the Aggregate Stated Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage Loans with respect to which the related mortgaged property has been acquired by the trust), averaged over the last six months, as a percentage of the aggregate Certificate Principal Balance of the Class C-B Certificates does not exceed 50% and cumulative Realized Losses on the Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the Original Subordinate Principal Balance, then, in each case, the Senior Prepayment Percentages for the Class 1-A-1, Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates for such Distribution Date will equal the Senior Percentage for the Class 1-A-1, Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates, respectively, plus 50% of the related Subordinate Percentage on such Distribution Date. If after the Distribution Date in November 2008, the Aggregate Subordinate Percentage is equal to or greater than two times the initial Aggregate Subordinate Percentage, and the Aggregate Stated Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage Loans with respect to which the related mortgaged property has been acquired by the trust), averaged over the last six months, as a percentage of the aggregate Certificate Principal Balance of the Class C-B Certificates does not exceed 50% and the cumulative Realized Losses do not exceed 30% of the Original Subordinate Principal Balance, then the Senior Prepayment Percentages for the Class 1-A-1, Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates for such Distribution Date, will equal the Senior Percentage for the Class 1-A-1, Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates, respectively.

Notwithstanding the foregoing, if on any Distribution Date, the percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class 1-A-1 Certificates and Class 2-A-1 Certificates immediately preceding such Distribution Date, and the denominator of which is the Stated Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II as of the beginning of the related Due Period, exceeds such percentage as of the Cut-off Date, then the

Senior Prepayment Percentage with respect to the Class 1-A-1, Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates for such Distribution Date will equal 100%.

“Senior Principal Distribution Amount”: For any applicable Distribution Date on or after the related Stepdown Date as long as a related Trigger Event has not occurred with respect to such Distribution Date, an amount equal to the excess (if any) of (x) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) over (y) the lesser of (a) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) multiplied by 83.50% and (b) the amount, if any, by which (i) the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III-A and Loan Group III-B as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Prepayment Period) exceeds (ii) 0.50% of the Group III Cut-off Date Balance.

“Servicer”: American Home Mortgage Servicing, Inc., or its successor in interest.

“Servicer Remittance Date”: The 18th day of any month, or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day. The first Remittance Date shall occur on November 18, 2005.

“Servicing Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred in connection with a default, delinquency or other unanticipated event in the performance by the Master Servicer, the Servicer or any Subservicer of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management and liquidation of any REO Property, including reasonable fees paid to any independent contractor in connection therewith, and (iv) compliance with the obligations under the second paragraph of Section 3.01, Section 3.09 and Section 3.13 (other than any deductible described in the last paragraph thereof).

“Servicing Agreement”: The Servicing Agreement dated as of October 31, 2005 among the Servicer, the Master Servicer, the Trustee and the Seller, substantially in the form attached hereto as Exhibit M.

“Servicing Fee”: With respect to each Mortgage Loan, accrued interest at the Servicing Fee Rate with respect to the Mortgage Loan on the same principal balance on which interest on the Mortgage Loan accrues for the calendar month. The Servicing Fee consists of servicing and other related compensation payable to the Servicer or to the Master Servicer if the Master Servicer is directly servicing the loan, and includes any amount payable to any Subservicer by the Servicer.

“Servicing Fee Rate”: With respect to any Adjustable Rate Mortgage Loan that conforms to Freddie Mac and Fannie Mae loan balance limits, 0.375% per annum, and with respect to any other Adjustable Rate Mortgage Loans, 0.250% per annum, as shown on the Mortgage Loan Schedule.

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

“Servicing Rights Pledgee”: One or more lenders, selected by the Servicer, to which the Servicer may pledge and assign all of its right, title and interest in, to and under the Servicing Agreement, including Bank of America, N.A., as the representative of certain lenders.

“Servicing Trigger Event”: A Servicing Trigger Event is in effect with respect to any Distribution Date if either:

(a) the Rolling Three Month Delinquency Rate for the Mortgage Loans is greater than 6%; or

(b) the cumulative amount of Realized Losses incurred on the Mortgage Loans from the Cut-off Date through the end of the calendar month immediately preceding such Distribution Date exceeds the applicable percentage set forth below of the aggregate Cut-off Date Balance:

0.15% with respect to each month up to October 2006

0.15% with respect to November 2006, plus an additional 1/12th of 0.60% for each month thereafter until October 2007

0.75% with respect to November 2007, plus an additional 1/12th of 1.00% for each month thereafter until October 2008

1.75% with respect to November 2008, plus an additional 1/12th of 0.90% for each month thereafter until October 2009

2.65% with respect to November 2009, plus an additional 1/12th of 0.80% for each month thereafter until October 2010

3.45% with respect to November 2010, plus an additional 1/12th of 0.60% for each month thereafter until October 2011

4.05% with respect to November 2011 and each month thereafter

provided, however, that if the Servicer is rated “SQ2-” or better by Moody’s on any date, the Servicing Trigger Event will no longer be in effect with respect to any Distribution Date thereafter.

“Single Certificate”: A Regular Certificate of any Class evidencing an Initial Certificate Principal Balance or Initial Notional Amount, as applicable, of $1,000.

“Special Hazard Loss”: With respect to Loan Group I or Loan Group II, a Realized Loss on a mortgage loan in that Loan Group attributable to damage or a direct physical loss suffered

by a mortgaged property (including any Realized Loss due to the presence or suspected presence of hazardous wastes or substances on a mortgaged property) other than any such damage or loss covered by a hazard policy or a flood insurance policy required to be maintained in respect of such mortgaged property under the Agreement or any loss due to normal wear and tear or certain other causes.

“Special Hazard Loss Coverage Amount” The aggregate amount of Special Hazard Losses that are allocated solely to the Class C-B Certificates, initially, $3,353,923. The Special Hazard Loss Coverage Amount will be reduced, from time to time, to an amount equal on any Distribution Date to the lesser of:

(A)	the greatest of:

•	1.00% of the Aggregate Stated Principal Balances of the Group I Certificates and Group II Certificates on such Distribution Date,
•	twice the Stated Principal Balance of the largest mortgage loan in Loan Group I and Loan Group II, or
•	the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I and Loan Group II secured by mortgaged properties located in the single California postal zip code area having the highest Aggregate Stated 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 Class C-B Certificates since the Closing Date.

“Standard & Poor’s”: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or its successor in interest.

“Startup Day”: The day designated as such pursuant to Article X hereof.

“Stated Principal Balance”: With respect to any Mortgage Loan or related REO Property at any given time, (i) the principal balance of the Mortgage Loan outstanding as of the Cut-off Date, after application of principal payments due on or before such date, whether or not received, minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending prior to the most recent Distribution Date which were received or with respect to which an Advance was made, and (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Proceeds to the extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.15 with respect to such Mortgage Loan or REO Property, which were distributed pursuant to Section 4.01 on any previous Distribution Date, and (c) any Realized Loss with respect thereto allocated pursuant to Section 4.07 for any previous Distribution Date.

“Step-Up Date”: With respect to the Group III Certificates, the Distribution Date following the first Distribution Date for which the aggregate unpaid principal balance of the

Mortgage Loans in Loan Group III-A and Loan Group III-B as of the end of the related Due Period, and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

“Stepdown Date”: The later to occur of (x) the Distribution Date occurring in November 2008 and (y) the first Distribution Date for which the Credit Enhancement Percentage for the Group III Senior Certificates (calculated for this purposes only after taking into account distributions of principal on the Mortgage Loans, but prior to any payment of the related Principal Distribution Amount for Group III Senior Certificates then entitled to payments of principal on that Distribution Date) is greater than or equal to 16.50%.

“Strike Rate” With respect to the Corridor Contract and each Distribution Date, the fixed rate set forth in the Corridor Contract Monthly Strike Rate Schedule, a copy of which is attached hereto as Exhibit O-2, used to determine payments to the Corridor Contract Administrator.

“Subordinate Optimal Principal Amount”: With respect to the Class C-B Certificates and each Distribution Date will be an amount equal to the sum of the following from Loan Group I and Loan Group II (but in no event greater than the aggregate Certificate Principal Balances of the Class C-B Certificates immediately prior to such Distribution Date):

(1)	the applicable Subordinate Percentage of the principal portion of all Monthly Payments due on each mortgage loan in the related Loan Group on the related Due Date, as specified in the amortization schedule at the time applicable thereto (after adjustment for previous principal prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period);
(2)	the applicable Subordinate Prepayment Percentage of the Stated Principal Balance of each mortgage loan in the related Loan Group which was the subject of a prepayment in full received by the Master Servicer during the applicable Prepayment Period;
(3)	the applicable Subordinate Prepayment Percentage of all partial prepayments of principal received during the applicable Prepayment Period for each mortgage loan in the related Loan Group;
(4)	the excess, if any, of (a) the Net Liquidation Proceeds allocable to principal received during the related Prepayment Period in respect of each Liquidated Mortgage Loan in the related Loan Group and all Subsequent Recoveries received in respect of each Liquidated Mortgage Loan in the related Loan Group during the related Due Period over (b) the sum of the amounts distributable to the holders of the related Senior Certificates pursuant to clause (4) of the definition of “Senior Optimal Principal Amount” on such Distribution Date;
(5)	the applicable Subordinate Prepayment Percentage of the sum of (a) the Stated Principal Balance of each mortgage loan in the related Loan Group which was repurchased by the Seller in connection with such Distribution Date and (b) the

difference, if any, between the Stated Principal Balance of each mortgage loan in the related Loan Group that has been replaced by the Seller with a substitute mortgage loan pursuant to the Mortgage Loan Purchase Agreement in connection with such Distribution Date and the Stated Principal Balance of each such substitute mortgage loan; and

(6)	on the Distribution Date on which the Certificate Principal Balances of the related Group I Certificates and Group II Certificates have all been reduced to zero, 100% of any applicable Senior Optimal Principal Amount.

“Subordinate Percentage”: As of any Distribution Date and with respect to Loan Group I and Loan Group II, 100% minus the related Senior Percentage for the Class 1-A-1, Class 2-A-1, Class 2-A-1-1 and Class 2-A-2-2 Certificates related to such Loan Group. The initial Subordinate Percentage for each of Loan Group I and Loan Group II will be 5.85%.

“Subordinate Prepayment Percentage”: As of any Distribution Date and with respect to Loan Group I and Loan Group II, 100% minus the related Senior Prepayment Percentage for such Loan Group, except that on any Distribution Date after the Certificate Principal Balance of each Class of Senior Certificates of the related Certificate Group have each been reduced to zero, if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the Aggregate Stated Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related mortgaged property has been acquired by the trust), averaged over the last six months, as a percentage of the sum of the aggregate Certificate Principal Balance of the Class C-B Certificates does not exceed 50%, the Subordinate Prepayment Percentage for the Class C-B Certificates with respect to such Loan Group will equal 100%. If the above test is not satisfied on any Distribution Date after the Certificate Principal Balance of each Class of Senior Certificates of the related Certificate Group have each been reduced to zero, then the Subordinate Prepayment Percentage with respect to such Loan Group shall equal zero for such Distribution Date.

“Sub-Group”: Each sub-group of the Mortgage Loans referred to as the Group I Loans and the Group II Loans.

“Subservicer”: Any Subservicer appointed by the Servicer pursuant to a Servicing Agreement.

“Subsequent Recoveries”: As of any Distribution Date, amounts received by the Servicer or Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 4.02) or surplus amounts held by the Servicer or Master Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan that was the subject of a liquidation or final disposition of any REO Property prior to the related Prepayment Period that resulted in a Realized Loss.

“Substitution Adjustment”: As defined in Section 2.04 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 REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each REMIC due to their classification as REMICs 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.

“Transfer”: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate.

“Transferor”: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

“Trigger Event”: With respect to Loan Group III, a Trigger Event is in effect with respect to any Distribution Date on and after the related Stepdown Date if either:

(a)	the Rolling Three Month Delinquency Rate for the Mortgage Loans as of the close of business on the last day of the preceding calendar month exceeds 34.00% of the aggregate Certificate Principal Balance of the Group III Certificates plus the Overcollateralized Amount, divided by the Aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III; or
(b)	the cumulative amount of Realized Losses incurred on the Mortgage Loans in Loan Group III from the Cut-off Date through the end of the calendar month immediately preceding such Distribution Date exceeds the applicable percentage set forth below of the Cut-off Date Balance:
November 2008 to October 2009		1.00%
November 2009 to October 2010		1.40%
November 2010 to October 2011		1.80%
November 2011 and thereafter		2.20%

“Trust Fund”: REMIC 1-A, REMIC 1-B, REMIC 2-A, REMIC 2-B, the Basis Risk Shortfall Reserve Fund and the Corridor Contract.

“Trust REMIC”: Any of REMIC 1-A, REMIC 1-B, REMIC 2-A or REMIC 2-B.

“Trustee”: Deutsche Bank National Trust Company, or its successor in interest, or any successor trustee appointed as herein provided.

“Uncertificated Accrued Interest”: With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated Pass-Through Rate on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable, of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will

be reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests as set forth in Section 1.03).

“Uncertificated Principal Balance”: With respect to each REMIC Regular Interest, the principal amount of such REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each such REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each such REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.06 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.07. The Uncertificated Principal Balance of REMIC 2-A Regular Interest LT-ZZ shall be increased by interest deferrals as provided in Section 4.06. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.