POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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LONG BEACH SECURITIES CORP., | LONG BEACH MORTGAGE COMPANY, | DEUTSCHE BANK NATIONAL TRUST COMPANY,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 10/27/2005

LONG BEACH SECURITIES CORP.,

Depositor

LONG BEACH MORTGAGE COMPANY,

Master Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of July 1, 2005

______________________________

Long Beach Mortgage Loan Trust 2005-WL1

Asset-Backed Certificates, Series 2005-WL1

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

10 12

Section 1.01	Defined Terms.				10 12
		Section 1.02	Accounting.	84 87
		Section 1.03	Allocation of Certain Interest Shortfalls.	84 87
		Section 1.04	Rights of the NIMS Insurer.	85 89

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

86 89

	Section 2.01	Conveyance of Mortgage Loans.	86 89
	Section 2.02	Acceptance of REMIC I/II-1 and REMIC III-1 by the Trustee.	89 92

Section 2.03

Cure, Repurchase or Substitution of Mortgage Loans by the Seller; Remedies for Breaches by Depositor or Master Servicer; Remedies for Breaches Relating to Prepayment Charges. 90 93

Section 2.04	Representations, Warranties and Covenants of the Master Servicer.		93 97
Section 2.05	Representations and Warranties of the Depositor.		96 99
Section 2.06	Issuance of Certificates.	98 *101*
Section 2.07	Reserved.	98 *101*

Section 2.08

Conveyance of REMIC Regular Interests and Acceptance of REMICs by the Trustee; Issuance of Certificates. 98 101

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

~~101~~ 105

Section 3.01	Master Servicer to Act as Master Servicer.	~~101~~ *105*
Section 3.02	Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.	~~103~~ *107*
Section 3.03	Successor Sub-Servicers.	~~104~~ *108*
Section 3.04	Liability of the Master Servicer.	~~104~~ *109*

Section 3.05

No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Trustee or Certificateholders. ~~105~~ 109

Section 3.06	Assumption or Termination of Sub-Servicing Agreements by Trustee.	~~105~~ *109*
Section 3.07	Collection of Certain Mortgage Loan Payments.	~~106~~ *110*
Section 3.08	Sub-Servicing Accounts.	~~106~~ *111*
Section 3.09	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.	~~107~~ *111*
Section 3.10	Collection Account and Distribution Account.	~~108~~ *112*
Section 3.11	Withdrawals from the Collection Account and Distribution Account.	~~110~~ *114*
Section 3.12	Investment of Funds in the Collection Account and the Distribution Account.	~~113~~ *117*
Section 3.13	Reserved.	~~114~~ *118*

Section 3.14

Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage. ~~114~~ 118

Section 3.15	Enforcement of Due-On-Sale Clauses; Assumption Agreements.	~~116~~ *120*
Section 3.16	Realization Upon Defaulted Mortgage Loans.	~~117~~ *121*
Section 3.17	Trustee to Cooperate; Release of Mortgage Files.	~~118~~ *123*

SE 2124558 v 1 2

Section 3.18	Servicing Compensation.	~~120~~ *124*
Section 3.19	Reports to the Trustee; Collection Account Statements.	~~120~~ *125*
Section 3.20	Statement as to Compliance.	~~121~~ *125*
Section 3.21	Independent Public Accountants’ Servicing Report.	~~121~~ *125*
Section 3.22	Access to Certain Documentation.	~~122~~ *126*
Section 3.23	Title, Management and Disposition of REO Property.	~~122~~ *126*

Section 3.24

Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls. ~~125~~ 130

Section 3.25

Obligations of the Master Servicer in Respect of Mortgage Rates and Monthly Payments. ~~126~~ 130

Section 3.26	Reserve Fund.	~~126~~ *130*
Section 3.27	Advance Facility.	~~128~~ *132*
Section 3.28	PMI Policy; Claims Under the PMI Policy	~~129~~ *133*
Section 3.29	Reserved.	~~129~~ *134*
Section 3.30	Cap Agreements.	~~129~~ *134*

ARTICLE IV FLOW OF FUNDS

~~130~~ 134

Section 4.01	Distributions.	~~130~~ *134*
Section 4.02	Preference Claims.	~~141~~ *156*
Section 4.03	Statements.	~~141~~ *157*
Section 4.04	Remittance Reports; Advances.	~~141~~ *161*
Section 4.05	Distributions on the REMIC Regular Interests.	~~141~~ *163*
Section 4.06	Allocation of Realized Losses.	~~141~~ *165*
Section 4.07	Compliance with Withholding Requirements.	~~141~~ *169*
Section 4.08	Commission Reporting.	~~141~~ *169*

ARTICLE V THE CERTIFICATES

~~141~~ 170

Section 5.01	The Certificates.	~~141~~ *170*
Section 5.02	Registration of Transfer and Exchange of Certificates.	~~141~~ *172*
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates.	~~141~~ *177*
Section 5.04	Persons Deemed Owners.	~~141~~ *177*

ARTICLE VI THE MASTER SERVICER AND THE DEPOSITOR

~~141~~ 177

Section 6.01	Liability of the Master Servicer and the Depositor.	~~141~~ *177*
Section 6.02	Merger or Consolidation of the Depositor or the Master Servicer.	~~141~~ *177*
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer and Others.	~~141~~ *178*
Section 6.04	Limitation on Resignation of Master Servicer.	~~141~~ *179*

Section 6.05

Rights of the Depositor, the NIMS Insurer and the Trustee in Respect of the Master Servicer. ~~141~~ 180

ARTICLE VII DEFAULT

~~141~~ 181

Section 7.01	Master Servicer Events of Default.	~~141~~ *181*
Section 7.02	Trustee to Act; Appointment of Successor.	~~141~~ *183*
Section 7.03	Notification to Certificateholders.	~~141~~ *185*

SE 2124558 v 1 2

Section 7.04

Waiver of Master Servicer Events of Default.

~~141~~ 185

ARTICLE VIII THE TRUSTEE

~~141~~ 186

Section 8.01	Duties of Trustee.	~~141~~ *186*
Section 8.02	Certain Matters Affecting the Trustee.	~~141~~ *187*
Section 8.03	Trustee Not Liable for Certificates or Mortgage Loans.	~~141~~ *188*
Section 8.04	Trustee May Own Certificates.	~~141~~ *189*
Section 8.05	Trustee’s Fees and Expenses.	~~141~~ *189*
Section 8.06	Eligibility Requirements for Trustee.	~~141~~ *190*
Section 8.07	Resignation or Removal of Trustee.	~~141~~ *190*
Section 8.08	Successor Trustee.	~~141~~ *191*
Section 8.09	Merger or Consolidation of Trustee.	~~141~~ *191*
Section 8.10	Appointment of Co-Trustee or Separate Trustee.	~~141~~ *192*
Section 8.11	Appointment of Custodians.	~~141~~ *193*
Section 8.12	Appointment of Office or Agency.	~~141~~ *193*
Section 8.13	Representations and Warranties of the Trustee.	~~141~~ *194*

ARTICLE IX TERMINATION

~~141~~ 194

	Section 9.01	Termination Upon Purchase or Liquidation of All Mortgage Loans.	~~141~~ *194*
	Section 9.02	Additional Termination Requirements.	~~141~~ *198*

ARTICLE X REMIC PROVISIONS

~~141~~ 200

Section 10.01	REMIC Administration.	~~141~~ *200*
Section 10.02	Prohibited Transactions and Activities.	~~141~~ *203*
Section 10.03	Trustee, Master Servicer and Depositor Indemnification.	~~141~~ *204*

ARTICLE XI MISCELLANEOUS PROVISIONS

~~141~~ 204

Section 11.01	Amendment.	~~141~~ *204*
Section 11.02	Recordation of Agreement; Counterparts.	~~141~~ *206*
Section 11.03	Limitation on Rights of Certificateholders.	~~141~~ *206*
Section 11.04	Governing Law; Jurisdiction.	~~141~~ *207*
Section 11.05	Notices.	~~141~~ *207*
Section 11.06	Severability of Provisions.	~~141~~ *207*
Section 11.07	Notice to the Rating Agencies and the NIMS Insurer.	~~141~~ *207*
Section 11.08	Article and Section References.	~~141~~ *208*
Section 11.09	Third-Party Beneficiaries.	~~141~~ *209*
Section 11.10	Grant of Security Interest.	~~141~~ *209*

iii

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Exhibits

Exhibit A-1

Form of Class I-A1 Certificates

Exhibit A-2

Form of Class II-A1 Certificates

Exhibit A-3

Form of Class II-A2 Certificates

Exhibit A-4

Form of Class II-A3 Certificates

Exhibit A-5

Form of Class II-A4 Certificates

Exhibit A-6

Form of Class III-A1 Certificates

Exhibit A-7

Form of Class III-A2 Certificates

Exhibit A-8

Form of Class III-A3 Certificates

Exhibit A-9

Form of Class I/II-M1 Certificates

Exhibit A-10

Form of Class I/II-M2 Certificates

Exhibit A-11

Form of Class I/II-M3 Certificates

Exhibit A-12

Form of Class I/II-M4 Certificates

Exhibit A-13

Form of Class I/II-M5 Certificates

Exhibit A-14

Form of Class I/II-M6 Certificates

Exhibit A-15

Form of Class I/II-M7 Certificates

Exhibit A-16

Form of Class I/II-M8 Certificates

Exhibit A-17

Form of Class I/II-M9 Certificates

Exhibit A-18

Form of Class I/II-M10 Certificates

Exhibit A-19

Form of Class III-M1 Certificates

Exhibit A-20

Form of Class III-M2 Certificates

Exhibit A-21

Form of Class III-M3 Certificates

Exhibit A-22

Form of Class III-M4 Certificates

Exhibit A-23

Form of Class III-M5 Certificates

Exhibit A-24

Form of Class III-M6 Certificates

Exhibit A-25

Form of Class III-M7 Certificates

Exhibit A-26

Form of Class III-M8 Certificates

Exhibit A-27

Form of Class III-M9 Certificates

Exhibit A-28

Form of Class I/II-B1 Certificates

Exhibit A-29

Form of Class I/II-B2 Certificates

Exhibit A-30

Form of Class I/II-B3 Certificates

Exhibit A-31

Form of Class I/II-B4 Certificates

Exhibit A-32

Form of Class III-B1 Certificates

Exhibit A-33

Form of Class III-B2 Certificates

Exhibit A-34

Form of Class III-B3 Certificates

Exhibit A-35

Form of Class I/II-C Certificates

Exhibit A-36

Form of Class III-C Certificates

Exhibit A-37

Form of Class I/II-P Certificates

Exhibit A-38

Form of Class III-P Certificates

Exhibit A-39

Form of Class R Certificates

Exhibit A-40

Form of Class R-CX Certificates

Exhibit A-41

Form of Class R-PX Certificates

Exhibit B-1

Form of Group I/II Cap Agreement

Exhibit B-2

Form of Group III Cap Agreement

Exhibit C

Form of Mortgage Loan Purchase Agreement

Exhibit D

Mortgage Loan Schedule

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Exhibit E-1

Request for Release (for Trustee/Custodian)

Exhibit E-2

Request for Release (Certificate – Mortgage Loan Paid in Full)

Exhibit E-3

Form of Mortgage Loan Assignment Agreement

Exhibit F-1

Form of Trustee’s Initial Certification

Exhibit F-2

Form of Trustee’s Final Certification

Exhibit G

Reserved

Exhibit H

Form of Lost Note Affidavit

Exhibit I

Form of ERISA Representation

Exhibit J-1A

Form of Class B Certificate Transferor Certificate

Exhibit J-1B

Form of Class B Certificate Transferee Certificate

Exhibit J-2

Form of Investment Letter

Exhibit K

Form of Class R Certificate, Class R-CX Certificate and Class R-PX Certificate Transfer Affidavit

Exhibit L

Form of Transferor Certificate

Schedules

Schedule I

Prepayment Charge Schedule

Schedule II		Cap Premium Schedule
Schedule III	Reserved
Schedule IV		PMI Mortgage Loan Schedule (Not applicable)

SE 2124558 v 1 2

This POOLING AND SERVICING AGREEMENT is dated as of July 1, 2005 (the “Agreement”), among LONG BEACH SECURITIES CORP., as depositor (the “Depositor”), LONG BEACH MORTGAGE COMPANY, as master servicer (the “Master Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the “Trustee”).

PRELIMINARY STATEMENT:

The Depositor 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 forty-one classes of certificates, designated as (i) the Class I-A1 Certificates, (ii) the Class II-A1 Certificates, (iii) the Class II-A2 Certificates, (iv) the Class II-A3 Certificates, (v) the Class II-A4 Certificates, (vi) the Class III-A1 Certificates, (vii) the Class III-A2 Certificates, (viii) the Class III-A3 Certificates, (ix) the Class I/II-M1 Certificates, (x) the Class I/II-M2 Certificates, (xi) the Class I/II-M3 Certificates, (xii) the Class I/II-M4 Certificates, (xiii) the Class I/II-M5 Certificates, (xiv) the Class I/II-M6 Certificates, (xv) the Class I/II-M7 Certificates, (xvi) the Class I/II-M8 Certificates, (xvii) the Class I/II-M9 Certificates, (xviii) the Class I/II-M10 Certificates, (xiv) the Class III-M1 Certificates, (xv) the Class III-M2 Certificates, (xvi) the Class III-M3 Certificates, (xvii) the Class III-M4 Certificates, (xviii) the Class III-M5 Certificates, (xxix) the Class III-M6 Certificates, (xxx) the Class III-M7 Certificates, (xxxi) the Class III-M8 Certificates, (xxxii) the Class III-M9 Certificates, (xxxiii) the Class I/II-B1 Certificates, (xxix) the Class I/II-B2 Certificates, (xxx) the Class I/II-B3 Certificates, (xxxi) the Class I/II-B4 Certificates, (xxxii) the Class III-B1 Certificates, (xxxiii) the Class III-B2 Certificates, (xxxiv) the Class III-B3 Certificates, (xxxv) the Class I/II-C Certificates, (xxxvi) the Class III-C Certificates, (xxxvii) the Class I/II-P Certificates, (xxxviii) the Class III-P Certificates, (xxxix) the Class R Certificates, (xxxx) the Class R-CX Certificates and (xxxxi) the Class R-PX Certificates.

SE 2124558 v 1

REMIC I/II-1

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (exclusive of the Reserve Fund and the Master Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I/II-1.” The Class I/II-1R Interest will represent the sole class of “residual interests” in REMIC I/II-1 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I/II-1 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I/II-1 Regular Interests. None of the REMIC I/II-1 Regular Interests will be certificated.

Designation REMIC I/II Regular Interest:	Initial Uncertificated Principal Balance	Uncertificated REMIC I/II-1 Pass-Through Rate	Assumed Final Maturity Date ¹
AA	$2,727,960,392.22	Variable ²	June, 2035
IA1	$13,217,810.00	Variable ²	June, 2035
IIA1	$3,910,000.00	Variable ²	June, 2035
IIA2	$1,252,000.00	Variable ²	June, 2035
IIA3	$1,508,500.00	Variable ²	June, 2035
IIA4	$808,010.00	Variable ²	June, 2035
M1	$1,475,330.00	Variable ²	June, 2035
M2	$1,391,820.00	Variable ²	June, 2035
M3	$403,630.00	Variable ²	June, 2035
M4	$654,150.00	Variable ²	June, 2035
M5	$431,460.00	Variable ²	June, 2035
M6	$375,790.00	Variable ²	June, 2035
M7	$417,540.00	Variable ²	June, 2035
M8	$334,040.00	Variable ²	June, 2035
M9	$278,360.00	Variable ²	June, 2035
M10	$194,850.00	Variable ²	June, 2035
B1	$278,360.00	Variable ²	June, 2035
B2	$375,790.00	Variable ²	June, 2035
B3	$264,450.00	Variable ²	June, 2035
B4	$125,260.00	Variable ²	June, 2035
ZZ	$27,975,511.07	Variable ²	June, 2035
P	$100.00	Variable ²	June, 2035

^{________________________}

¹ Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I/II-1 Regular Interest.

Calculated in accordance with the definition of “Uncertificated REMIC I/II-1 Pass-Through Rate” herein.

SE 2124558 v 1

REMIC I/II-2

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC I/II-1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I/II-2.” The Class I/II-R2 Interest represents the sole class of “residual interests” in REMIC I/II-2 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that represents one or more of the “regular interests” in REMIC I/II-2 and each class of uncertificated “regular interests” in REMIC I/II-2:

Class Designation	Original Class Certificate Principal Balance	Pass-Through Rate	Assumed Final Maturity Date ¹
I-A1	$1,321,781,000.00	Variable ²	June, 2035
II-A1	$391,000,000.00	Variable ²	June, 2035
II-A2	$125,200,000.00	Variable ²	June, 2035
II-A3	$150,850,000.00	Variable ²	June, 2035
II-A4	$80,801,000.00	Variable ²	June, 2035
I/II-M1	$147,533,000.00	Variable ²	June, 2035
I/II-M2	$139,182,000.00	Variable ²	June, 2035
I/II-M3	$40,363,000.00	Variable ²	June, 2035
I/II-M4	$65,415,000.00	Variable ²	June, 2035
I/II-M5	$43,146,000.00	Variable ²	June, 2035
I/II-M6	$37,579,000.00	Variable ²	June, 2035
I/II-M7	$41,754,000.00	Variable ²	June, 2035
I/II-M8	$33,404,000.00	Variable ²	June, 2035
I/II-M9	$27,836,000.00	Variable ²	June, 2035
I/II-M10	$19,485,000.00	Variable ²	June, 2035
I/II-B1	$27,836,000.00	Variable ²	June, 2035
I/II-B2 *Interest*	$37,579,000.00	Variable ²	June, 2035
I/II-B3 *Interest*	$26,445,000.00	Variable ²	June, 2035
I/II-B4 *Interest*	$12,526,000.00	Variable ²	June, 2035
I/II-C Interest ³	$13,918,053.29	Variable ²	June, 2035
I/II-P Interest	$100.00	N/A ⁴	June, 2035

___________________

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

³ The Class I/II-C Interest will accrue interest at its variable Pass-Through Rate on its Notional Amount outstanding from time to time, which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC I/II-1 Regular Interests. The Class I/II-C Interest will not accrue interest on its Uncertificated Principal Balance.

⁴

The Class I/II-P Interest will not accrue interest.

SE 2124558 v 1

REMIC I/II-CX

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class I/II-C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I/II-CX.” The Class I/II-CXR Interest will represent the sole class of “residual interests” in REMIC I/II-CX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I/II-CX Regular Interests.

Designation	Uncertificated REMIC CX Pass-Through Rate	Initial Uncertificated Principal Balance	Assumed Final Maturity Date ¹
Class I/II-C	Variable ²	$13,918,053.29	June, 2035

^{_________________________}

² The Class I/II-C Certificates will not accrue interest on their Certificate Principal Balance. Instead, the monthly interest due on the Class I/II-C Certificates will be 100% of the interest paid on the Class I/II-C Interest.

SE 2124558 v 1

REMIC I/II-PX

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class I/II-P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I/II-PX.” The Class I/II-PXR Interest will represent the sole class of “residual interests” in REMIC I/II-PX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I/II-PX Regular Interests.

Designation	Uncertificated REMIC PX Pass-Through Rate	Initial Uncertificated Principal Balance	Assumed Final Maturity Date ¹
Class I/II-P	N/A ²	$100.00	June 2035

^{_________________________}

The Class I/II-P Certificates will not accrue interest.

SE 2124558 v 1

REMIC I/II-BX

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class I/II-B2 Interest, the Class I/II-B3 Interest, and the Class I/II-B4 Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I/II-BX.” The Class I/II-BXR Interest will represent the sole class of “residual interests” in REMIC I/II-BX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the Class I/II-B2 Certificates, the Class I/II-B3 Certificates, and the Class I/II-B4 Certificates.

*Designation*	*Uncertificated REMIC* PX *Pass-Through Rate*	*Initial Uncertificated* *Principal Balance*	*Assumed Final* *Maturity Date ¹*
*I/II-B2*	*Variable ²*	*(3)*	*June 2035*
*I/II-B3*	*Variable ²*	*(3)*	*June 2035*
*I/II-B4*	*Variable ²*	*(3)*	*June 2035*

^{_________________________}

¹ Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the REMIC I/II-BX Regular Certificates.

² These Certificates will receive 100% of the interest paid on the REMIC I/II-2 Regular Interest with the same designation.

³ The Initial Uncertificated Principal Balance of these Certificates will equal the Certificate Principal Balance of the REMIC I/II-2 Regular Interest with the same designation as of the Startup Day for REMIC I/II-BX.

SE 2124558 v 1

REMIC III-1

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (exclusive of the Reserve Fund and the Master Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III-1.” The Class III-1R Interest will represent the sole class of “residual interests” in REMIC III-1 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC III-1 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC III-1 Regular Interests. None of the REMIC III-1 Regular Interests will be certificated.

Designation REMIC III Regular Interest:	Initial Uncertificated Principal Balance	Uncertificated REMIC III-1 Pass-Through Rate	Assumed Final Maturity Date ¹
AA	$181,423,222.73	Variable ²	June, 2045
A1	$888,000.00	Variable ²	June, 2045
A2	$323,800.00	Variable ²	June, 2045
A3	$243,300.00	Variable ²	June, 2045
M1	$118,480.00	Variable ²	June, 2045
M2	$36,100.00	Variable ²	June, 2045
M3	$61,090.00	Variable ²	June, 2045
M4	$27,770.00	Variable ²	June, 2045
M5	$22,220.00	Variable ²	June, 2045
M6	$18,510.00	Variable ²	June, 2045
M7	$18,510.00	Variable ²	June, 2045
M8	$18,510.00	Variable ²	June, 2045
M9	$13,880.00	Variable ²	June, 2045
B1	$18,510.00	Variable ²	June, 2045
B2	$14,810.00	Variable ²	June, 2045
B3	$12,960.00	Variable ²	June, 2045
ZZ	$1,866,064.75	Variable ²	June, 2045
P	$100.00	Variable ²	June, 2045

^{________________________}

Calculated in accordance with the definition of “Uncertificated REMIC III-1 Pass-Through Rate” herein.

SE 2124558 v 1

REMIC III-2

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC III-1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III-2.” The Class III-2R Interest represents the sole class of “residual interests” in REMIC III-2 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that represents one or more of the “regular interests” in REMIC III-2 and each class of uncertificated “regular interests” in REMIC III-2:

Class Designation	Original Class Certificate Principal Balance	Pass-Through Rate	Assumed Final Maturity Date ¹
III-A1	$88,800,000.00	Variable ²	June, 2045
III-A2	$32,380,000.00	Variable ²	June, 2045
III-A3	$24,330,000.00	Variable ²	June, 2045
III-M1	$11,848,000.00	Variable ²	June, 2045
III-M2	$3,610,000.00	Variable ²	June, 2045
III-M3	$6,109,000.00	Variable ²	June, 2045
III-M4	$2,777,000.00	Variable ²	June, 2045
III-M5	$2,222,000.00	Variable ²	June, 2045
III-M6	$1,851,000.00	Variable ²	June, 2045
III-M7	$1,851,000.00	Variable ²	June, 2045
III-M8	$1,851,000.00	Variable ²	June, 2045
III-M9	$1,388,000.00	Variable ²	June, 2045
III-B1 *Interest*	$1,851,000.00	Variable ²	June, 2045
III-B2 *Interest*	$1,481,000.00	Variable ²	June, 2045
III-B3 *Interest*	$1,296,000.00	Variable ²	June, 2045
Class III-C Interest ³	$1,480,737.48	Variable ²	June, 2045
Class III-P Interest	$100.00	Variable ²	June, 2045

___________________

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

³ The Class III-C Interest will accrue interest at its variable Pass-Through Rate on its Notional Amount outstanding from time to time, which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC III-1 Regular Interests. The Class III-C Interest will not accrue interest on its Uncertificated Principal Balance.

⁴

The Class III-P Interest will not accrue interest.

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REMIC III-CX

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class III-C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III-CX.” The Class III-CXR Interest will represent the sole class of “residual interests” in REMIC III-CX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC III-CX Regular Interests.

Designation	Uncertificated REMIC CX Pass-Through Rate	Initial Uncertificated Principal Balance	Assumed Final Maturity Date ¹
Class III-C	Variable ²	$1,480,737.48	June, 2045

^{_________________________}

² The Class III-C Certificates will not accrue interest on their Certificate Principal Balance. Instead, the monthly interest due on the Class III-C Certificates will be 100% of the interest paid on the Class III-C Interest.

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REMIC III-BX

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class III-B1 Interest, the Class III-B2 Interest, and the Class III-B3 Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III-BX.” The Class III-BXR Interest will represent the sole class of “residual interests” in REMIC III-BX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the Class III-B1 Certificates, the Class III-B2 Certificates, and the Class III-B3 Certificates.

*Designation*	*Uncertificated REMIC* PX *Pass-Through Rate*	*Initial Uncertificated* *Principal Balance*	*Assumed Final* *Maturity Date ¹*
*III-B1*	*Variable ²*	*(3)*	*June 2035*
*III-B2*	*Variable ²*	*(3)*	*June 2035*
*III-B3*	*Variable ²*	*(3)*	*June 2035*

^{_________________________}

² These Certificates will receive 100% of the interest paid on the REMIC III-2 Regular Interest with the same designation.

³ The Initial Uncertificated Principal Balance of these Certificates will equal the Certificate Principal Balance of the REMIC III-2 Regular Interest with the same designation as of the Startup Day for REMIC III-BX.

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REMIC III-PX

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class III-P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III-PX.” The Class III-PXR Interest will represent the sole class of “residual interests” in REMIC III-PX for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC III-PX Regular Interests.

Designation	Uncertificated REMIC PX Pass-Through Rate	Initial Uncertificated Principal Balance	Assumed Final Maturity Date ¹
Class III-P	N/A ²	$100.00	June 2045

^{_________________________}

The Class III-P Certificates will not accrue interest.

ARTICLE I

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DEFINITIONS

Section 1.01

Defined Terms .

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Class A Certificates, the Mezzanine Certificates and the Class B Certificates shall be made on the basis of the actual number of days elapsed on the basis of a 360-day year and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P Certificates and the Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.

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

“ Account ”: Either of the Collection Account and Distribution Account.

“ Accrual Period ”: With respect to the Class C Certificates, the REMIC I/II-1 Regular Interests, REMIC III-1 Regular Interests, Class I/II-C Interest and the Class III-C Interests, and each Distribution Date, the calendar month prior to the month of such Distribution Date. With respect to the Group I/II Certificates and the Group III Certificates, and each Distribution Date, the period commencing on the immediately preceding Distribution Date (or in the case of the first such Accrual Period, commencing on the Closing Date) and ending on the day immediately preceding such Distribution Date.

“ Adjustable Rate Mortgage Loan ”: A Mortgage Loan which provides for an adjustable Mortgage Rate payable with respect thereto.

“ Adjusted Net Maximum Mortgage Rate ”: With respect to any Mortgage Loan (or the related REO Property), as of any Distribution Date, a per annum rate of interest equal to the Maximum Mortgage Rate for such Mortgage Loan (if such Mortgage Loan is an Adjustable Rate Mortgage Loan) or the Mortgage Rate for such Mortgage Loan (if such Mortgage Loan is a Fixed Rate Mortgage Loan), in either case as of the first day of the month preceding the month in which such Distribution Date occurs, minus the sum of (i) the Servicing Fee Rate, (ii) the PMI Insurer Fee Rate, if applicable, and (iii) the Trustee Fee Rate.

“ Adjusted Net Mortgage Rate ”: With respect to any Mortgage Loan (or the related REO Property), as of any Distribution Date, a per annum rate of interest equal to the Mortgage Rate for such Mortgage Loan as of the first day of the month preceding the month in which such Distribution Date occurs, minus the sum of (i) the Servicing Fee Rate, (ii) the PMI Insurer Fee Rate, if applicable, and (iii) the Trustee Fee Rate.

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

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“ Advance ”: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Distribution Date pursuant to Section 4.04.

“ Advancing Person ”: As defined in Section 3.27 hereof.

“ Adverse REMIC Event ”: As defined in Section 10.01(f) hereof.

“ 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.

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

“ Allocated Realized Loss Amount ”: With respect to any Distribution Date and any Class of the Mezzanine Certificates and the Class B Certificates, an amount equal to (a) the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date less (b) any Allocated Realized Loss Amounts that have been reinstated with respect to such Class of Certificates on prior Distribution Dates due to Subsequent Recoveries.

“ Appraised Value ”: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the related Mortgage Loan at the time of origination of such Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae.

“ Assignment ”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form (excepting therefrom, if applicable, the mortgage recordation information which has not been required pursuant to Section 2.01 hereof or returned by the applicable recorder’s office), which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the sale of the Mortgage.

“ Available Funds ”: Group I/II Available Funds and Group III Available Funds.

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

“ Bankruptcy Loss ”: With respect to any Mortgage Loan, a Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

“ Book-Entry Certificates ”: Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of

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the Depository and as described in Section 5.02 hereof). On the Closing Date, the Group I/II Certificates and the Group III Certificates shall be Book-Entry Certificates.

“ Book-Entry Custodian ”: The custodian appointed pursuant to Section 5.01(b).

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

“ Cap Agreements ”: The Group I/II Cap Agreement and the Group III Cap Agreement.

“ Cap Provider ”: The Bank of New York.

“ Certificate ”: Any Regular Certificate or Residual Certificate.

“ Certificate Margin ”: With respect to the Class I-A1 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.24% per annum and (B) after the Group I/II Optional Termination Date, 0.48% per annum. With respect to the Class II-A1 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.11% per annum and (B) after the Group I/II Optional Termination Date, 0.22% per annum. With respect to the Class II-A2 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.17% per annum and (B) after the Group I/II Optional Termination Date, 0.54% per annum. With respect to the Class II-A3 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.27% per annum and (B) after the Group I/II Optional Termination Date, 0.34% per annum. With respect to the Class II-A4 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.40% per annum and (B) after the Group I/II Optional Termination Date, 0.80% per annum. With respect to the Class I/II-M1 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.50% per annum and (B) after the Group I/II Optional Termination Date, 0.75% per annum. With respect to the Class I/II-M2 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.55% per annum and (B) after the Group I/II Optional Termination Date, 0.825% per annum. With respect to the Class I/II-M3 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.60% per annum and (B) after the Group I/II Optional Termination Date, 0.90% per annum. With respect to the Class I/II-M4 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.70% per annum and (B) after the Group I/II Optional Termination Date, 1.05% per annum. With respect to the Class I/II-M5 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.75% per annum and (B) after the Group I/II Optional Termination Date, 1.125% per annum. With respect to the Class I/II-M6 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 0.80% per annum and (B) after the Group I/II Optional Termination Date, 1.20% per annum. With respect to the Class I/II-M7 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 1.40% per annum and (B) after the Group I/II Optional Termination Date, 2.10% per annum. With respect to the Class I/II-M8 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 1.50% per annum and (B) after the Group I/II

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Optional Termination Date, 2.25% per annum. With respect to the Class I/II-M9 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 2.00% per annum and (B) after the Group I/II Optional Termination Date, 3.00% per annum. With respect to the Class I/II M-10 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 2.75% per annum and (B) after the Group I/II Optional Termination Date, 4.125% per annum. With respect to the Class I/II-B1 Certificates on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 2.75% per annum and (B) after the Group I/II Optional Termination Date, 4.125% per annum. With respect to the Class I/II-B2 ~~Certificates~~ Interest on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 2.50% per annum and (B) after the Group I/II Optional Termination Date, 3.75% per annum. With respect to the Class I/II-B3 ~~Certificates~~ Interest on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 2.25% per annum and (B) after the Group I/II Optional Termination Date, 3.375% per annum. With respect to the Class I/II-B4 ~~Certificates~~ Interest on each Distribution Date (A) on or prior to the Group I/II Optional Termination Date, 2.25% per annum and (B) after the Group I/II Optional Termination Date, 3.375% per annum. With respect to the Class III-A1 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.10% per annum and (B) after the Group III Optional Termination Date, 0.20% per annum. With respect to the Class III-A2 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.24% per annum and (B) after the Group III Optional Termination Date, 0.48% per annum. With respect to the Class III-A3 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.36% per annum and (B) after the Group III Optional Termination Date, 0.72% per annum. With respect to the Class III-M1 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.48% per annum and (B) after the Group III Optional Termination Date, 0.72% per annum. With respect to the Class III-M2 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.52% per annum and (B) after the Group III Optional Termination Date, 0.78% per annum. With respect to the Class III-M3 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.65% per annum and (B) after the Group III Optional Termination Date, 0.975% per annum. With respect to the Class III-M4 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 0.70% per annum and (B) after the Group III Optional Termination Date, 1.05% per annum. With respect to the Class III-M5 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 1.25% per annum and (B) after the Group III Optional Termination Date, 1.875% per annum. With respect to the Class III-M6 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 1.40% per annum and (B) after the Group III Optional Termination Date, 2.10% per annum. With respect to the Class III-M7 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 1.90% per annum and (B) after the Group III Optional Termination Date, 2.85% per annum. With respect to the Class III-M8 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 2.75% per annum and (B) after the Group III Optional Termination Date, 4.125% per annum. With respect to the Class III-M9 Certificates on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 2.75% per annum and (B) after the Group III Optional Termination Date, 4.125% per annum. With respect to the Class III-B1 ~~Certificates~~ Interest on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 2.75% per annum and (B) after the Group III Optional Termination Date, 4.125% per annum. With respect to the Class III-B2 ~~Certificates~~ Interest on each

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Distribution Date (A) on or prior to the Group III Optional Termination Date, 2.75% per annum and (B) after the Group III Optional Termination Date, 4.125% per annum. With respect to the Class III-B3 ~~Certificates~~ Interest on each Distribution Date (A) on or prior to the Group III Optional Termination Date, 2.75% per annum and (B) after the Group III Optional Termination Date, 4.125% per annum.

“ Certificate Owner ”: With respect to each Book-Entry Certificate, any beneficial owner thereof.

“ Certificate Principal Balance ”: With respect to any Class A Certificates, Mezzanine Certificates, Class B Interests, Class B Certificates or Class P Certificates immediately prior to any Distribution Date, an amount equal to the Initial Certificate Principal Balance thereof reduced by the sum of all amounts actually distributed in respect of principal of such Class and, in the case of a Mezzanine Certificate or a Class B Certificate, Realized Losses allocated thereto on all prior Distribution Dates and, in the case of a Mezzanine Certificate or a Class B Certificate, increased by the Allocated Realized Loss Amounts reinstated thereto on all prior Distribution Dates due to Subsequent Recoveries. With respect to any Class I/II-C Certificates as of any date of determination, an amount equal to the Uncertificated Principal Balance of the Class I/II-C Interest. With respect to any Class III-C Certificates as of any date of determination, an amount equal to the Uncertificated Principal Balance of the Class III-C Interest. The Residual Certificates will not have a Certificate Principal Balance.

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

“ Certificateholder ” or “ Holder ”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent, direction or taking any other action pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, direction or other action has been obtained, except as otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. 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 NIMS Insurer shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

“ Class ”: Collectively, Certificates which have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby.

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“ Class I-A1 Certificate ”: Any one of the Class I-A1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-1R Interest ”: The Residual Interest in REMIC I/II-1.

“ Class I/II-2R Interest ”: The Residual Interest in REMIC I/II-2.

“ Class I/II-B Certificates ”: The Class I/II-B1 Certificates, the Class I/II-B2 Certificates, the Class I/II-B3 Certificates and the Class I/II-B4 Certificates.

“Class I/II-B Interests”: The Class I/II-B2 Interest, the Class I/II-B3 Interest, and the Class I/II-B4 Interest.

“Class I/II-BXR Interest”: The Residual Interest in REMIC I/II-BX.

“ Class I/II-B1 Certificate ”: Any one of the Class I/II-B1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-28 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-B1 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-B1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates (after taking into account the payment of the Class I/II-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates (after taking into account the payment of the Class I/II-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class I/II-M8 Certificates (after taking into account the payment of the Class I/II-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class I/II-M9 Certificates (after taking into account the payment of the Class I/II-M9 Principal Distribution Amount on such Distribution Date) and (xi) the aggregate Certificate Principal Balance of the Class I/II-M10 Certificates (after taking into account the payment of the Class II-M10 Principal

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Distribution Amount on such Distribution Date); (xii) the aggregate Certificate Principal Balance of the Class I/II-B1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.50% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-B2 Certificate ”: Any one of the Class I/II-B2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-29 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II- 2. BX.

“Class I/II-B2 Interest”: An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC I/II-2 for purposes of the REMIC Provisions.

“ Class I/II-B2 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-B2 ~~Certificates~~ Interest immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates (after taking into account the payment of the Class I/II-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates (after taking into account the payment of the Class I/II-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class I/II-M8 Certificates (after taking into account the payment of the Class I/II-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class I/II-M9 Certificates (after taking into account the payment of the Class I/II-M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Principal Balance of the Class I/II-M10 Certificates (after taking into account the payment of the Class I/II-M10 Principal Distribution Amount on such Distribution Date), (xii) the aggregate Certificate Principal Balance of the Class I/II-B1 Certificates (after taking into account the payment of the Class I/II-B1

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Principal Distribution Amount on such Distribution Date) and (xiii) the aggregate Certificate Principal Balance of the Class I/II-B2 ~~Certificates~~ Interest immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.20% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-B3 Certificate ”: Any one of the Class I/II-B3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-30 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II- 2. BX.

“Class I/II-B3 Interest”: An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC I/II-2 for purposes of the REMIC Provisions.

“ Class I/II-B3 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-B3 ~~Certificates~~ Interest immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates (after taking into account the payment of the Class I/II-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates (after taking into account the payment of the Class I/II-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class I/II-M8 Certificates (after taking into account the payment of the Class I/II-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class I/II-M9 Certificates (after taking into account the payment of the Class I/II-M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Principal Balance of the Class I/II-M10 Certificates (after taking into account the payment of the Class I/II-M10 Principal Distribution Amount on such Distribution Date), (xii) the aggregate Certificate Principal Balance

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of the Class I/II-B1 Certificates (after taking into account the payment of the Class I/II-B1 Principal Distribution Amount on such Distribution Date), (xiii) the aggregate Certificate Principal Balance of the Class I/II-B2 ~~Certificates~~ Interest (after taking into account the payment of the Class I/II-B2 Principal Distribution Amount on such Distribution Date), and (xiv) the aggregate Certificate Principal Balance of the Class I/II-B3 ~~Certificates~~ Interest immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 98.10% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-B4 Certificate ”: Any one of the Class I/II-B4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-31 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II- 2. BX.

“Class I/II-B4 Interest”: An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC I/II-2 for purposes of the REMIC Provisions.

“ Class I/II-B4 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-B4 ~~Certificates~~ Interest immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates (after taking into account the payment of the Class I/II-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates (after taking into account the payment of the Class I/II-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class I/II-M8 Certificates (after taking into account the payment of the Class I/II-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class I/II-M9 Certificates (after taking into account the payment of the Class I/II-M9 Principal Distribution

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Amount on such Distribution Date), (xi) the aggregate Certificate Principal Balance of the Class I/II-M10 Certificates (after taking into account the payment of the Class I/II-M10 Principal Distribution Amount on such Distribution Date), (xii) the aggregate Certificate Principal Balance of the Class I/II-B1 Certificates (after taking into account the payment of the Class I/II-B1 Principal Distribution Amount on such Distribution Date), (xiii) the aggregate Certificate Principal Balance of the Class I/II-B2 ~~Certificates~~ Interest (after taking into account the payment of the Class I/II-B2 Principal Distribution Amount on such Distribution Date), (xiv) the aggregate Certificate Principal Balance of the Class I/II-B3 ~~Certificates~~ Interest (after taking into account the payment of the Class I/II-B3 Principal Distribution Amount on such Distribution Date), and (xv) the aggregate Certificate Principal Balance of the Class I/II-B4 ~~Certificates~~ Interest immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 99.00% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-C Certificate ”: Any one of the Class I/II-C Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-35, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-CX.

“ Class I/II-C Interest ” An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC I/II-2 for purposes of the REMIC Provisions.

“ Class I/II-CXR Interest ”: The Residual Interest in REMIC I/II-CX.

“ Class I/II-M1 Certificate ”: Any one of the Class I/II-M1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-9 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M1 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date) and (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 59.30% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans as of the last day of the related Due

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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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M2 Certificate ”: Any one of the Class I/II-M2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-10 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M2 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date) and (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 69.30% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M3 Certificate ”: Any one of the Class I/II-M3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-11 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M3 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date) and (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 72.20% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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

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Period) and (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M4 Certificate ”: Any one of the Class I/II-M4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-12 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M4 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), and (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 76.90% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M5 Certificate ”: Any one of the Class I/II-M5 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-13 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M5 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class

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I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date) and (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 80.00% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M6 Certificate ”: Any one of the Class I/II-M6 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-14 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M6 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date) and (vii) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 82.70% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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

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unscheduled collections of principal received during the related Prepayment Period) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M7 Certificate ”: Any one of the Class I/II-M7 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-15 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M7 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates (after taking into account the payment of the Class I/II-M6 Principal Distribution Amount on such Distribution Date) and (viii) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 85.70% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M8 Certificate ”: Any one of the Class I/II-M8 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-16 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M8 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M8 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such

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Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates (after taking into account the payment of the Class I/II-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates (after taking into account the payment of the Class I/II-M7 Principal Distribution Amount on such Distribution Date) and (ix) the aggregate Certificate Principal Balance of the Class I/II-M8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 88.10% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M9 Certificate ”: Any one of the Class I/II-M9 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-17 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M9 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M9 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate

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Certificate Principal Balance of the Class I/II-M6 Certificates (after taking into account the payment of the Class I/II-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates (after taking into account the payment of the Class I/II-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class I/II-M8 Certificates (after taking into account the payment of the Class I/II-M8 Principal Distribution Amount on such Distribution Date) and (x) the aggregate Certificate Principal Balance of the Class I/II-M9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.10% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-M10 Certificate ”: Any one of the Class I/II-M10 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-18 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class I/II-M10 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class I/II-M10 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I/II Senior Certificates (after taking into account the payment of the Group I/II Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class I/II-M1 Certificates (after taking into account the payment of the Class I/II-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class I/II-M2 Certificates (after taking into account the payment of the Class I/II-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class I/II-M3 Certificates (after taking into account the payment of the Class I/II-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class I/II-M4 Certificates (after taking into account the payment of the Class I/II-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class I/II-M5 Certificates (after taking into account the payment of the Class I/II-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class I/II-M6 Certificates (after taking into account the payment of the Class I/II-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class I/II-M7 Certificates (after taking into account the payment of the Class I/II-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class I/II-M8 Certificates (after taking into account the payment of the Class I/II-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class I/II-M9 Certificates (after taking into account the payment of the Class I/II-M9 Principal Distribution Amount on such Distribution Date), and (xi) the aggregate Certificate Principal Balance of the

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Class I/II-M10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.50% and (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans 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) minus the Group I/II Overcollateralization Floor.

“ Class I/II-P Certificate ”: Any one of the Class I/II-P Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-37, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-PX.

“ Class I/II-P Interest ” An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC I/II-2 for purposes of the REMIC Provisions.

“ Class I/II-PXR Interest ”: The Residual Interest in REMIC I/II-PX.

“ Class II-A1 Certificate ”: Any one of the Class II-A1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-2 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class II-A2 Certificate ”: Any one of the Class II-A2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-3 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class II-A3 Certificate ”: Any one of the Class II-A3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-4 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

“ Class II-A4 Certificate ”: Any one of the Class II-A4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-5 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC I/II-2.

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

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

“ Class III-B Certificates ”: The Class III-B1 Certificates, the Class III-B2 Certificates and the Class III-B3 Certificates.

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“ Class III -B Interests”: The Class III-B1 Interest, the Class III-B2 Interest and the Class III-B3 Interest.

“Class III-BXR Interest”: The Residual Interest in REMIC III-BX.

“Class III -B1 Certificate ”: Any one of the Class III-B1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-32 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III- 2. BX.

“Class III-B1 Interest”: An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC III-2 for purposes of the REMIC Provisions.

“ Class III-B1 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-B1 ~~Certificates~~ Interest immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class III-M8 Certificates (after taking into account the payment of the Class III-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class III-M9 Certificates (after taking into account the payment of the Class III-M9 Principal Distribution Amount on such Distribution Date) and (xi) the aggregate Certificate Principal Balance of the Class III-B1 ~~Certificates~~ Interest immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 95.40% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

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“ Class III-B2 Certificate ”: Any one of the Class III-B2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-33 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III- 2. BX.

“Class III-B2 Interest”: An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC III-2 for purposes of the REMIC Provisions.

“ Class III-B2 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-B2 ~~Certificates~~ Interest immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class III-M8 Certificates (after taking into account the payment of the Class III-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class III-M9 Certificates (after taking into account the payment of the Class III-M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Principal Balance of the Class III-B1 ~~Certificates~~ Interest (after taking into account the payment of the Class III-B1 Principal Distribution Amount on such Distribution Date), and (xii) the aggregate Certificate Principal Balance of the Class III-B2 ~~Certificates~~ Interest immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 97.00% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

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“ Class III-B3 Certificate ”: Any one of the Class III-B3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-34 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III- 2. BX.

“Class III-B3 Interest”: An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC III-2 for purposes of the REMIC Provisions.

“ Class III-B3 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-B3 ~~Certificates~~ Interest immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class III-M8 Certificates (after taking into account the payment of the Class III-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class III-M9 Certificates (after taking into account the payment of the Class III-M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Principal Balance of the Class III-B1 ~~Certificates~~ Interest (after taking into account the payment of the Class III-B1 Principal Distribution Amount on such Distribution Date), (xii) the aggregate Certificate Principal Balance of the Class III-B2 ~~Certificates~~ Interest (after taking into account the payment of the Class III-B2 Principal Distribution Amount on such Distribution Date), and (xiii) the aggregate Certificate Principal Balance of the Class III-B3 ~~Certificates~~ Interest immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 98.40% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

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“ Class III-C Certificate ”: Any one of the Class III-C Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-36, executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-CX.

“ Class III-C Interest ”: An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC III-2 for the purposes of the REMIC Provisions.

“ Class III-CXR Interest ”: The Residual Interest in REMIC III-CX.

“ Class III-M1 Certificate ”: Any one of the Class III-M1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-19 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M1 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date) and (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 70.00% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-M2 Certificate ”: Any one of the Class III-M2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-20 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M2 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M2 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date) and (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 73.90% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled

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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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-M3 Certificate ”: Any one of the Class III-M3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-21 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M3 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date) and (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 80.50% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-M4 Certificate ”: Any one of the Class III-M4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-22 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M4 Principal Distribution Amount ”: With respect to any Distribution Date: the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution

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Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), and (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 83.50% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-M5 Certificate ”: Any one of the Class III-M5 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-23 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M5 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date) and (vi) the aggregate Certificate Principal Balance of the Class III-M5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 85.90% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-M6 Certificate ”: Any one of the Class III-M6 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-24 executed, authenticated and

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delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M6 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M6 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount on such Distribution Date) and (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.90% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-M7 Certificate ”: Any one of the Class III-M7 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-25 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M7 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M7 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance

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of the Class III-M4 Certificates (after taking into account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date) and (viii) the aggregate Certificate Principal Balance of the Class III-M7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 89.90% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-M8 Certificate ”: Any one of the Class III-M8 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-26 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M8 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M8 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal Distribution Amount on such Distribution Date), and (ix) the aggregate Certificate Principal Balance of the Class III-M8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.90% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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

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related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-M9 Certificate ”: Any one of the Class III-M9 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-27 executed, authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC III-2.

“ Class III-M9 Principal Distribution Amount ”: With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class III-M9 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Group III Senior Certificates (after taking into account the payment of the Group III Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class III-M1 Certificates (after taking into account the payment of the Class III-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class III-M2 Certificates (after taking into account the payment of the Class III-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class III-M3 Certificates (after taking into account the payment of the Class III-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class III-M4 Certificates (after taking into account the payment of the Class III-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class III-M5 Certificates (after taking into account the payment of the Class III-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class III-M6 Certificates (after taking into account the payment of the Class III-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class III-M7 Certificates (after taking into account the payment of the Class III-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class III-M8 Certificates (after taking into account the payment of the Class III-M8 Principal Distribution Amount on such Distribution Date), and (x) the aggregate Certificate Principal Balance of the Class III-M9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.40% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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 (B) the aggregate Stated Principal Balance of the Group III Mortgage Loans 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) minus the Group III Overcollateralization Floor.

“ Class III-P Interest ” An uncertificated interest in the Trust Fund, evidencing a Regular Interest in REMIC III-2 for purposes of the REMIC Provisions.

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“ Class III-PXR Interest ”: The Residual Interest in REMIC III-PX.

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

“ Class B Certificates ”: The Class I/II-B Certificates and the Class III-B Certificates.

“Class B Interests”: The Class I/II-B Interests and the Class III-B Interests.

“ Class C Certificates ”: The Class I/II-C Certificates and the Class III-C Certificates.

“ Class C Interests ”: The Class I/II-C Interest and the Class III-C Interest.

“ Class P Certificates ”: The Class I/II-P Certificates and the Class III-P Certificates.

“ Class P Interests ”: The Class I/II-P Interest and the Class III-P Interest.

“ Class R Certificate ”: Any one of the Class R Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-39, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class I/II-1R Interest, the Class I/II-2R Interest, the Class III-1R Interest and the Class III-2R Interest.

“ Class R-CX Certificate ”: Any one of the Class R-CX Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-40, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class I/II-CXR Interest , the Class III-CXR Interest, the Class I/II-BXR Interest and the Class III- ~~CXR~~ BXR Interest.

“ Class R-CX Interests ”: The Class I/II-CXR Interest and the Class III-CXR Interest.

“ Class R-PX Certificate ”: Any one of the Class R-PX Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-41, executed, authenticated and delivered by the Trustee, evidencing the ownership of the Class I/II-PXR Interest and Class III-PXR Interest.

“ Class R-PX Interests ”: The Class I/II-PXR Interest and the Class III-PXR Interest.

“ Close of Business ”: As used herein, with respect to any Business Day, 5:00 p.m. (New York time).

“ Closing Date ”: July 15, 2005.

“ Closing Date Mortgage Loans ”: The Group I Closing Date Mortgage Loans, the Group II Closing Date Mortgage Loans and the Group III Closing Date Mortgage Loans.

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

“ Collection Account ”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.10(a), which shall be entitled “Deutsche Bank National Trust

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Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2005-WL1, Asset-Backed Certificates, Series 2005-WL1” and which must be an Eligible Account.

“ Commission ”: The Securities and Exchange Commission.

“ Compensating Interest ”: As defined in Section 3.24.

“ Corporate Trust Office ”: The principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, California 92705, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor and the Master Servicer.

“ Corresponding Certificates ”: As shown on the following chart:

REMIC Regular Interest	Corresponding Certificate
REMIC I/II-1 Regular Interest IA1	Class I-A1 Certificates
REMIC I/II-1 Regular Interest IIA1	Class II-A1 Certificates
REMIC I/II-1 Regular Interest IIA2	Class II-A2 Certificates
REMIC I/II-1 Regular Interest IIA3	Class II-A3 Certificates
REMIC I/II-1 Regular Interest IIA4	Class II-A4 Certificates
REMIC I/II-1 Regular Interest M1	Class I/II-M1 Certificates
REMIC I/II-1 Regular Interest M2	Class I/II-M2 Certificates
REMIC I/II-1 Regular Interest M3	Class I/II-M3 Certificates
REMIC I/II-1 Regular Interest M4	Class I/II-M4 Certificates
REMIC I/II-1 Regular Interest M5	Class I/II-M5 Certificates
REMIC I/II-1 Regular Interest M6	Class I/II-M6 Certificates
REMIC I/II-1 Regular Interest M7	Class I/II-M7 Certificates
REMIC I/II-1 Regular Interest M8	Class I/II-M8 Certificates
REMIC I/II-1 Regular Interest M9	Class I/II-M9 Certificates
REMIC I/II-1 Regular Interest M10	Class I/II-M10 Certificates

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REMIC I/II-1 Regular Interest B1	Class I/II-B1 Certificates
REMIC I/II-1 Regular Interest B2	Class I/II-B2 ~~Certificates~~ *Interest*
REMIC I/II-1 Regular Interest B3	Class I/II-B3 ~~Certificates~~ *Interest*
REMIC I/II-1 Regular Interest B4	Class I/II-B4 ~~Certificates~~ *Interest*
Class I/II-C Interest	Class I/II-C Certificates
REMIC I/II-1 Regular Interest P and the Class I/II-P Interest	Class I/II-P Certificates
REMIC III-1 Regular Interest A1	Class III-A1 Certificates
REMIC III-1 Regular Interest A2	Class III-A2 Certificates
REMIC III-1 Regular Interest A3	Class III-A3 Certificates
REMIC III-1 Regular Interest M1	Class III-M1 Certificates
REMIC III-1 Regular Interest M2	Class III-M2 Certificates
REMIC III-1 Regular Interest M3	Class III-M3 Certificates
REMIC III-1 Regular Interest M4	Class III-M4 Certificates
REMIC III-1 Regular Interest M5	Class III-M5 Certificates
REMIC III-1 Regular Interest M6	Class III-M6 Certificates
REMIC III-1 Regular Interest M7	Class III-M7 Certificates
REMIC III-1 Regular Interest M8