Click here for a printer-friendly pdf version of this document, including page breaks as indicated on the Table of Contents

If above link does not activate, you will find the duplicate printer-friendly pdf version of this document attached to this filing submission.

EXHIBIT 4.1

 

                                                                                                                                                           

 

 

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

 

 

 

 

                                                                                                                                                           

 

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

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)

 

 

 

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.

 

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.

^{________________________}

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.

²        Calculated in accordance with the definition of “Uncertificated REMIC I/II‑1 Pass‑Through Rate” herein.

 

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:

___________________

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 Class of Certificates or uncertificated interests that represents one or more of the “regular interests” in REMIC I/II‑2.

²          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.

 

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.

^{_________________________}

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‑CX Regular Interest.

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.

 

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.

^{_________________________}

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‑PX Regular Interest.

²        The Class I/II‑P Certificates will not accrue interest.

 

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.

^{________________________}

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 III‑1 Regular Interest.

²        Calculated in accordance with the definition of “Uncertificated REMIC III‑1 Pass‑Through Rate” herein.

 

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:

___________________

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 Class of Certificates or uncertificated interests that represents one or more of the “regular interests” in REMIC III‑2.

²          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.

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.

^{_________________________}

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 III‑CX Regular Interest.

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.

 

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.

^{_________________________}

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 III‑PX Regular Interest.

²        The Class III‑P Certificates will not accrue interest.

 

ARTICLE I

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.

“ 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 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 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 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 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 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 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 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-B3 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.

“ 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 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.

“ 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‑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 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.

“ 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 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 Principal Distribution Amount on such Distribution Date) and (xiii) the aggregate Certificate Principal Balance of the Class I/II‑B2 Certificates 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.

“ 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 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 Principal Distribution Amount on such Distribution Date), (xiii) the aggregate Certificate Principal Balance of the Class I/II‑B2 Certificates (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 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.

“ 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 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 Principal Distribution Amount on such Distribution Date), (xiii) the aggregate Certificate Principal Balance of the Class I/II‑B2 Certificates (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 (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 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 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 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 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 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 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 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 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.

“ 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.

“ 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 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 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.

“ 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.

“ 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 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 (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 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.

“ 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.

“ 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 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 (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 (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 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.

“ 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 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 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 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 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 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.

“ 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 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 and the Class III-CXR 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 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
REMIC I/II-1 Regular Interest B1	Class I/II-B1 Certificates
REMIC I/II-1 Regular Interest B2	Class I/II-B2 Certificates
REMIC I/II-1 Regular Interest B3	Class I/II-B3 Certificates
REMIC I/II-1 Regular Interest B4	Class I/II-B4 Certificates
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	Class III-M8 Certificates
REMIC III-1 Regular Interest M9	Class III-M9 Certificates
REMIC III-1 Regular Interest B1	Class III-B1 Certificates
REMIC III-1 Regular Interest B2	Class III-B2 Certificates
REMIC III-1 Regular Interest B3	Class III-B3 Certificates
Class III-C Interest	Class III‑C Certificates
REMIC III-1 Regular Interest P and the Class III-P Interest	Class III-P Certificates

 

“ Custodial Agreement ”:  Any agreement that may be entered into by the Trustee and any Custodian or any agreement assigned to the Trustee providing for holding and safekeeping of Mortgage Files on behalf of the Trust.

“ Custodian ”:  A custodian appointed as provided in Section 8.11 hereof pursuant to a Custodial Agreement.

“ Cut-Off Date ”:  With respect to each Closing Date Mortgage Loan, July 1, 2005; and with respect to each Qualified Substitute Mortgage Loan, its date of substitution, as applicable.

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

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

“ DBRS ”:  Dominion Bond Rating Service, Inc. or its successor in interest.

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

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

“ Definitive Certificates ”:  As defined in Section 5.01(b) hereof.

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

“ Delinquent ”:  With respect to any Mortgage Loan and related Monthly Payment, the Monthly Payment due on a Due Date which is not made by the Close of Business on the next scheduled Due Date for such Mortgage Loan.  For example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment due on a Due Date is not made by the Close of Business on the second scheduled Due Date after such Due Date.

“ Depositor ”:  Long Beach Securities Corp., a Delaware corporation, or any successor in interest.

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

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

“ Determination Date ”:  With respect to any Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.

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

“ Disqualified Organization ”:  Any:  (A) “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of  (i) the United States, any state or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, or (iii) any organization described in Section 1381(a)(2)(C) of the Code; (B) ”electing large partnership” within the meaning of Section 775 of the Code; or (C) other Person so designated by the Trustee based upon an Opinion of Counsel provided by nationally recognized counsel to the Trustee that the holding of an ownership interest in a Residual Certificate by such Person may cause the Trust Fund or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in a Residual Certificate to such Person.  A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to income tax and a majority of its board of directors is not selected by a governmental unit.  The terms “United States,” “state” and “international organization” shall have the meanings set forth in Section 7701 of the Code.

“ Distribution Account ”:  The trust account or accounts created and maintained by the Trustee pursuant to Section 3.10(b) which shall be entitled “Distribution Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of Long Beach Mortgage Loan Trust 2005‑WL1, Asset‑Backed Certificates, Series 2005‑WL1” and which must be an Eligible Account.

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

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

“ Due Period ”:  With respect to any Distribution Date, the period commencing on the second day of the month preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.

“ Eligible Account ”:  Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short‑term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short‑term unsecured debt obligations of such holding company) are rated no lower than P‑1 by Moody’s, F‑1 by Fitch and A‑1 by S&P (or comparable ratings if Moody’s, Fitch and S&P are not the Rating Agencies) at the time any amounts are held on deposit therein; provided that so long as Washington Mutual Bank, FA is the Sub‑Servicer, any account maintained with Washington Mutual Bank, FA shall be an Eligible Account if the long‑term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “A2” by Moody’s, or “A” by Fitch and “A‑“ by S&P and the short‑term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than A‑2 by S&P, provided that if the long‑term unsecured debt obligations of Washington Mutual Bank, FA are downgraded by S&P to a rating lower than “A‑“ or the short‑term unsecured debt obligations of Washington Mutual Bank are downgraded by S&P to a rating lower than A‑2, Washington Mutual Bank shall transfer the deposits in any account maintained by Washington Mutual Bank, FA (unless any such account is otherwise qualified as an Eligible Account pursuant to (ii), (iii) or (iv) of the definition of Eligible Account) to an Eligible Account within ten (10) Business Days of notification of such downgrade, (ii) an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by such corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders will have a claim with respect to the funds in such account or a perfected first priority security interest against such collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to the NIMS Insurer and each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee.  Eligible Accounts may bear interest.

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

“ Escrow Payments ”:  As defined in Section 3.09 hereof.

“ Extraordinary Trust Fund Expense ”:  Any amounts reimbursable to the Trustee, or any director, officer, employee or agent of the Trustee, from the Trust Fund pursuant to Section 8.05, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts payable from the Distribution Account in respect of any REMIC pursuant to Section 10.01(c), any amounts payable from the Trust Fund as a trustee fee for any successor trustee and any amounts payable by the Trustee for the recording of the assignments of mortgage pursuant to Section 2.01.

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

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

“ Final Recovery Determination ”:  With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller or the Master Servicer pursuant to or as contemplated by Section 2.03 or 9.01), a determination made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Master Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered.  The Master Servicer shall maintain records, prepared by a Servicing Representative, of each Final Recovery Determination made thereby.

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

“ Fixed Rate Mortgage Loan ”:  A Mortgage Loan which provides for a fixed Mortgage Rate payable with respect thereto.

“ Formula Rate ”:  For any Distribution Date and the Class A Certificates, the Mezzanine Certificates and the Class B Certificates, the lesser of (i) LIBOR plus the related Certificate Margin and (ii) the related Maximum Cap Rate. 

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

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

“ Gross Subsequent Recoveries ”:  Any unexpected recoveries related to a Liquidated Mortgage Loan received by the Master Servicer which were allocated as a Realized Loss in reducing a Certificate Principal Balance of a Class of the Mezzanine Certificates or the Class B Certificates on a Distribution Date prior to the Prepayment Period in which such funds were received.  Gross Subsequent Recoveries may include but are not limited to unanticipated insurance settlements, tax refunds or mortgage bankruptcy distributions.

“ Group I Closing Date Mortgage Loans ”:  Any of the Group I Mortgage Loans included in the Trust Fund on the Closing Date.  The aggregate Cut-Off Date Principal Balance of the Group I Closing Date Mortgage Loans is equal to $1,777,781,922.72.

“ Group I Interest Remittance Amount ”:  With respect to any Distribution Date, that portion of the Group I/II Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group I Mortgage Loans or to Compensating Interest paid by the Master Servicer with respect to the Group I Mortgage Loans.

 “ Group I Mortgage Loans ”:  Those Mortgage Loans identified as Group I Mortgage Loans on the Mortgage Loan Schedule.

“ Group I Principal Allocation Percentage ”:  With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I Principal Remittance Amount for such Distribution Date, and the denominator of which is (y) the Group I/II Principal Remittance Amount for such Distribution Date.

“ Group I Principal Distribution Amount ”:  With respect to any Distribution Date, the sum of (i) (x) the Group I Principal Remittance Amount minus (y) the amount of any Group I/II Overcollateralization Release Amount multiplied by the Group I Principal Allocation Percentage for such Distribution Date, and (ii) the Group I/II Extra Principal Distribution Amount multiplied by the Group I Principal Allocation Percentage for such Distribution Date.

“ Group I Principal Remittance Amount ”:  With respect to any Distribution Date, the sum of (i) all scheduled payments of principal collected or advanced on the Group I Mortgage Loans by the Master Servicer that were due during the related Due Period, (ii) all partial and full principal prepayments of the Group I Mortgage Loans applied by the Master Servicer during the related Prepayment Period, (iii) the principal portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent Recoveries received during the related Prepayment Period with respect to the Group I Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Group I Mortgage Loan, deposited to the Collection Account during the related Prepayment Period, (v) the principal portion of any Substitution Adjustments deposited in the Collection Account during the related Prepayment Period with respect to the Group I Mortgage Loans and (vi) on the Distribution Date on which all of the Group I/II Mortgage Loans and related REO Properties are to be purchased in accordance with this Agreement, that portion of the related Termination Price representing principal with respect to the Group I Mortgage Loans.

“ Group I Senior Certificates ”:  The Class I‑A1 Certificates.

“ Group I Senior Principal Distribution Amount ”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group I Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the Group I Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 48.70% and (ii) the aggregate Stated Principal Balance of the Group I 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 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 $8,888,909.61.

“ Group I/II Available Funds ”:  With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments on the Group I/II Mortgage Loans due on the related Due Date and received on or prior to the related Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Gross Subsequent Recoveries and other unscheduled recoveries of principal and interest in respect of the Group I/II Mortgage Loans during the related Prepayment Period (other than any Prepayment Charges collected by the Master Servicer in connection with the full or partial prepayment of any of the Group I/II Mortgage Loans, any Master Servicer Prepayment Charge Payment Amount in connection with the Group I/II Mortgage Loans and any Prepayment Interest Excess with respect to the Group I/II Mortgage Loans), (c) the aggregate of any amounts received in respect of an REO Property acquired in respect of a Group I/II Mortgage Loan withdrawn from any REO Account and deposited in the Collection Account for such Distribution Date, (d) the aggregate of any amounts deposited in the Collection Account by the Master Servicer in respect of related Prepayment Interest Shortfalls on the Group I/II Mortgage Loans for such Distribution Date, (e) the aggregate of any Advances made by the Master Servicer or the Trustee for such Distribution Date with respect to the Group I/II Mortgage Loans, (f) the aggregate of any related advances made by or on behalf of the Trustee for such Distribution Date with respect to the Group I/II Mortgage Loans pursuant to Section 7.02(b) and (g) the aggregate of any amounts constituting proceeds of repurchases or substitutions of the Group I/II Mortgage Loans occurring during the related Prepayment Period over (ii) the sum, without duplication, of (a) amounts reimbursable or payable to the Depositor, the Master Servicer, the Trustee, the Seller, the NIMS Insurer or any Sub‑Servicer pursuant to Section 3.11 in respect of the Group I/II Mortgage Loans or Section 3.12 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts deposited in the Collection Account or the Distribution Account pursuant to clauses (i)(a) through (g) above, as the case may be, in error, (c) Stayed Funds with respect to the Group I/II Mortgage Loans, (d) any Trustee Fee pursuant to Section 8.05 and any indemnification payments or expense reimbursements made by the Trust Fund pursuant to Section 8.05 with respect to the Group I/II Mortgage Loans, (e) the PMI Insurer Fee payable from the Distribution Account with respect to the Group I/II Mortgage Loans and (f) amounts reimbursable to the Trustee for an advance made pursuant to Section 7.02(b) with respect to the Group I/II Mortgage Loans which advance the Trustee has determined to be nonrecoverable from the Stayed Funds with respect to the Group I/II Mortgage Loans in respect of which it was made.

“ Group I/II Cap Agreement ”:  The interest rate cap agreement consisting of the confirmation incorporating by reference the ISDA Master Agreement, dated July 15, 2005 between the Trustee and the Cap Provider, attached as Exhibit B‑1 hereto, as such agreement may be amended and supplemented in accordance with its terms and any replacement interest rate cap agreement acceptable to the Trustee.

“ Group I/II Certificates ”: The Class I‑A1 Certificates, the Class II‑AI Certificates, the Class II‑A2 Certificates, the Class II‑A3 Certificates, the Class II‑A4 Certificates, the Class I/II‑M1 Certificates, the Class I/II‑M2 Certificates, the Class I/II‑M3 Certificates, the Class I/II‑M4 Certificates, the Class I/II‑M5 Certificates, the Class I/II‑M6 Certificates, the Class I/II‑M7 Certificates, the Class I/II‑M8 Certificates, the Class I/II‑M9 Certificates, the Class I/II‑M10 Certificates and the Class I/II-B Certificates.

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

“ Group I/II Credit Enhancement Percentage ”:  With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the sum of the aggregate Certificate Principal Balance of the Group I/II Subordinate Certificates and the Uncertificated Principal Balance of the Class I/II‑C Interest, calculated prior to distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount in respect of the Group I/II Certificates then entitled to distributions of principal on such Distribution Date, and the denominator of which is (y) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans, calculated prior to taking into account payments of principal on the Group I/II Mortgage Loans due on the related Due Date or received during the related Prepayment Period.

“ Group I/II Cumulative Loss Trigger Event ”:  A Group I/II Cumulative Loss Trigger Event has occurred with respect to any Distribution Date in or after August 2007, if the percentage obtained by dividing (x) the aggregate amount of Realized Losses incurred (less any Subsequent Recoveries) with respect to the Group I/II Mortgage Loans from the Cut-Off Date through the last day of the related Due Period by (y) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-Off Date, exceeds the applicable percentage set forth below for such Distribution Date:

Distribution Date Occurring in	Group I/II Cumulative Loss Percentage
August 2007 through July 2008	1.50% for the first month, plus an additional 1/12 th of 1.75% for each month thereafter.
August 2008 through July 2009	3.25% for the first month, plus an additional 1/12 th of 1.75% for each month thereafter.
August 2009 through July 2010	5.00% for the first month, plus an additional 1/12 th of 1.25% for each month thereafter.
August 2010 through July 2011	6.25% for the first month, plus an additional 1/12 th of 0.75% for each month thereafter.
August 2011 and thereafter	7.00% for each month.

 

“ Group I/II Delinquency Trigger Event ”:  A Group I/II Delinquency Trigger Event has occurred with respect to a Distribution Date if the percentage obtained by dividing (x) the aggregate Stated Principal Balance of (i) Group I/II Mortgage Loans Delinquent 60 days or more, (ii) REO Properties with respect to the Group I/II Mortgage Loans and (iii) Group I/II Mortgage Loans in foreclosure and in bankruptcy (excluding any such Mortgage Loans which are less than 60 days Delinquent under the bankruptcy plan) by (y) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans, in each case, calculated prior to taking into account payments of principal on the Group I/II Mortgage Loans due on the related Due Date or received during the related Prepayment Period, exceeds 31.00% of the Group I/II Credit Enhancement Percentage.

“ Group I/II Excess Overcollateralized Amount ”:  With respect to any Distribution Date, the excess, if any, of (i) the Group I/II Overcollateralized Amount for such Distribution Date (assuming that 100% of the Group I/II Principal Remittance Amount is applied as a principal payment on such Distribution Date) over (ii) the Group I/II Overcollateralization Target Amount for such Distribution Date.

“ Group I/II Extra Principal Distribution Amount ”:  With respect to any Distribution Date, the lesser of (x) the Group I/II Net Monthly Excess Cashflow for such Distribution Date and (y) the Group I/II Overcollateralization Deficiency Amount for such Distribution Date.

“ Group I/II Mezzanine Certificates ”:  The Class I/II‑M1 Certificates, the Class I/II‑M2 Certificates, the Class I/II‑M3 Certificates, the Class I/II‑M4 Certificates, the Class I/II‑M5 Certificates, the Class I/II‑M6 Certificates, the Class I/II‑M7 Certificates, the Class I/II‑M8 Certificates, the Class I/II‑M9 Certificates and the Class I/II‑M10 Certificates.

“ Group I/II Mortgage Loans ”: The Group I Mortgage Loans and the Group II Mortgage Loans.

“ Group I/II Net Monthly Excess Cashflow ”:  With respect to each Distribution Date, the sum of (a) any Group I/II Overcollateralization Release Amount for such Distribution Date, (b) any Group I/II Remaining Principal Distribution Amount and (c) the positive excess of (x) The Group I/II Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Group I/II Certificates, (B) the Unpaid Interest Shortfall Amounts for the Group I/II Senior Certificates and (C) the Group I/II Principal Remittance Amount.

“ Group I/II Optional Termination Date ”: The first Distribution Date on which the aggregate Stated Principal Balance of the Group I/II Mortgage Loans and related REO Properties is equal to or less than 10% of the aggregate Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-Off Date.

“ Group I/II Overcollateralization Deficiency Amount ”:  With respect to any Distribution Date, the amount, if any, by which the Group I/II Overcollateralization Target Amount exceeds the Group I/II Overcollateralized Amount on such Distribution Date (assuming that 100% of the aggregate Group I/II Principal Remittance Amount is applied as a principal payment on such Distribution Date).

“ Group I/II Overcollateralization Floor ”:  0.50% of the aggregate Stated Principal Balance of the Group I/II Mortgage Loans as of the Cut-Off Date.

“ Group I/II Overcollateralization Release Amount ”:  With respect to any Distribution Date, the lesser of (x) the Group I/II Principal Remittance Amount for such Distribution Date and (y) the Group I/II Excess Overcollateralized Amount.

“ Group I/II Overcollateralization Target Amount ”:  With respect to any Distribution Date (i) 0.50% of the aggregate Cut-Off Date Principal Balance of the Group I/II Closing Date Mortgage Loans. 

“ Group I/II Overcollateralized Amount ”:  With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans on 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) exceeds (ii) the sum of the aggregate Certificate Principal Balances of the Group I/II Certificates and the Uncertificated Principal Balance of the Class I/II-P Interest as of such Distribution Date (after giving effect to distributions of the Group I/II Principal Remittance Amount to be made on such Distribution Date, other than distributions of the Group I/II Extra Principal Distribution Amount, if any).

“ Group I/II Principal Remittance Amount ”: With respect to any Distribution Date, the sum of the Group I Principal Remittance Amount and the Group II Principal Remittance Amount.

“ Group I/II Remaining Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining after the distributions set forth in Sections 4.01(d)(i) and (ii).

“ Group I/II Senior Certificates ”:  The Class I‑A1 Certificates, the Class II‑A1 Certificates, the Class II‑A2 Certificates, the Class II‑A3 Certificates and the Class II‑A4 Certificates.

“ Group I/II Senior Principal Distribution Amount ” With respect to any Distribution Date, the sum of the Group I Senior Principal Distribution Amount and the Group II Senior Principal Distribution Amount.

“ Group I/II Stepdown Date ”: The earlier of (a) the later of (i) the Distribution Date in August 2008 and (ii) the first Distribution Date on which the Group I/II Credit Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Group I/II Mortgage Loans due on the related Due Date or received during the related Prepayment Period but prior to distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount in respect of the Group I/II Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to approximately 51.30% and (b) the date on which the aggregate Certificate Principal Balance of the Group I/II Senior Certificates has been reduced to zero.

“ Group I/II Subordinate Certificates ”: The Group I/II Mezzanine Certificates and the Class I/II‑B Certificates.

“ Group I/II Trigger Event ”:  A Group I/II Trigger Event is in effect with respect to any Distribution Date if either a Group I/II Cumulative Loss Trigger Event or a Group I/II Delinquency Trigger Event is in effect on such Distribution Date.

“ Group I/II Undercollateralized Amount ”:  With respect to any Distribution Date, the amount, if any, by which (i) the sum of the aggregate Certificate Principal Balances of the Group I/II Certificates and the Uncertificated Principal Balance of the Class I/II-P Interest as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date) exceeds (ii) the aggregate Stated Principal Balance of the Group I/II Mortgage Loans on 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).

“ Group II Closing Date Mortgage Loans ”:  Any of the Group II Mortgage Loans included in the Trust Fund on the Closing Date.  The aggregate Cut-Off Date Principal Balance of the Group II Closing Date Mortgage Loans is equal to $1,005,851,230.57.

“ Group II Interest Remittance Amount ”:  With respect to any Distribution Date, that portion of the Group I/II Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group II Mortgage Loans or to Compensating Interest paid by the Master Servicer with respect to the Group II Mortgage Loans.

“ Group II Mortgage Loans ”:  Those Mortgage Loans identified as Group II Mortgage Loans on the Mortgage Loan Schedule.

“ Group II Principal Allocation Percentage ”:  With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group II Principal Remittance Amount for such Distribution Date, and the denominator of which is (y) the Group I/II Principal Remittance Amount for such Distribution Date.

“ Group II Principal Distribution Amount ”:  With respect to any Distribution Date, the sum of (i) (x) the Group II Principal Remittance Amount minus (y) the amount of any Group I/II Overcollateralization Release Amount multiplied by the Group II Principal Allocation Percentage for such Distribution Date, and (ii) the Group I/II Extra Principal Distribution Amount multiplied by the Group II Principal Allocation Percentage for such Distribution Date.

“ Group II Principal Remittance Amount ”:  With respect to any Distribution Date, the sum of (i) all scheduled payments of principal collected or advanced on the Group II Mortgage Loans by the Master Servicer that were due during the related Due Period, (ii) all partial and full principal prepayments of the Group II Mortgage Loans applied by the Master Servicer during the related Prepayment Period, (iii) the principal portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent Recoveries received during the related Prepayment Period with respect to the Group II Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Group II Mortgage Loan, deposited to the Collection Account during the related Prepayment Period, (v) the principal portion of any Substitution Adjustments deposited in the Collection Account during the related Prepayment Period with respect to the Group II Mortgage Loans and (vi) on the Distribution Date on which all of the Group I/II Mortgage Loans and related REO Properties are to be purchased in accordance with this Agreement, that portion of the related Termination Price representing principal with respect to the Group II Mortgage Loans.

“ Group II Senior Certificates ”:  The Class II‑A1 Certificates, the Class II‑A2 Certificates, the Class II‑A3 Certificates and the Class II‑A4 Certificates.

“ Group II Senior Principal Distribution Amount ”:  With respect to any Distribution Date, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group II Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the Group II Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 48.70% and (ii) the aggregate Stated Principal Balance of the Group 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 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 $5,029,256.15.

“ Group III Available Funds ”:  With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments on the Group III Mortgage Loans due on the related Due Date and received on or prior to the related Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Gross Subsequent Recoveries and other unscheduled recoveries of principal and interest in respect of the Group III Mortgage Loans during the related Prepayment Period (other than any Prepayment Charges collected by the Master Servicer in connection with the full or partial prepayment of any of the Group III Mortgage Loans, any Master Servicer Prepayment Charge Payment Amount in connection with the Group III Mortgage Loans and any Prepayment Interest Excess with respect to the Group III Mortgage Loans), (c) the aggregate of any amounts received in respect of an REO Property acquired in respect of a Group III Mortgage Loan withdrawn from any REO Account and deposited in the Collection Account for such Distribution Date, (d) the aggregate of any amounts deposited in the Collection Account by the Master Servicer in respect of related Prepayment Interest Shortfalls on the Group III Mortgage Loans for such Distribution Date, (e) the aggregate of any Advances made by the Master Servicer or the Trustee for such Distribution Date with respect to the Group III Mortgage Loans, (f) the aggregate of any related advances made by or on behalf of the Trustee for such Distribution Date with respect to the Group III Mortgage Loans pursuant to Section 7.02(b) and (g) the aggregate of any amounts constituting proceeds of repurchases or substitutions of the Group III Mortgage Loans occurring during the related Prepayment Period over (ii) the sum, without duplication, of (a) amounts reimbursable or payable to the Depositor, the Master Servicer, the Trustee, the Seller, the NIMS Insurer or any Sub‑Servicer pursuant to Section 3.11 in respect of the Group III Mortgage Loans or Section 3.12 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts deposited in the Collection Account or the Distribution Account pursuant to clauses (i)(a) through (g) above, as the case may be, in error, (c) Stayed Funds with respect to the Group III Mortgage Loans, (d) any Trustee Fee pursuant to Section 8.05 and any indemnification payments or expense reimbursements made by the Trust Fund pursuant to Section 8.05 with respect to the Group III Mortgage Loans, if applicable, (e) the PMI Insurer Fee payable from the Distribution Account with respect to the Group III Mortgage Loans, if applicable, and (f) amounts reimbursable to the Trustee for an advance made pursuant to Section 7.02(b) with respect to the Group III Mortgage Loans which advance the Trustee has determined to be nonrecoverable from the Stayed Funds with respect to the Group III Mortgage Loans in respect of which it was made.

“ Group III Cap Agreement ”:  The interest rate cap agreement consisting of the confirmation incorporating by reference the ISDA Master Agreement, dated July 15, 2005 between the Trustee and the Cap Provider, attached as Exhibit B‑2 hereto, as such agreement may be amended and supplemented in accordance with its terms and any replacement interest rate cap agreement acceptable to the Trustee.

“ Group III Certificates ”:  The Class III-A1 Certificates, the Class III-A2 Certificates, the Class III-A3 Certificates, the Class III-M1 Certificates, the Class III-M2 Certificates, the Class III-M3 Certificates, the Class III-M4 Certificates, the Class III-M5 Certificates, the Class III-M6 Certificates, the Class III-M7 Certificates, the Class III-M8 Certificates and the Class III-M9 Certificates.

“ Group III Closing Date Mortgage Loans ”:  Any of the Group III Mortgage Loans included in the Trust Fund on the Closing Date.  The aggregate Cut-Off Date Principal Balance of the Group III Closing Date Mortgage Loans is equal to $185,125,837.48.

“ Group III Credit Enhancement Percentage ”:  With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the sum of the aggregate Certificate Principal Balance of the Group III Subordinate Certificates and the Uncertificated Principal Balance of the Class III‑C Interest, calculated prior to distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount in respect of the Group III Certificates then entitled to distributions of principal on such Distribution Date, and the denominator of which is (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans, calculated prior to taking into account payments of principal on the Group III Mortgage Loans due on the related Due Date or received during the related Prepayment Period.

“ Group III Cumulative Loss Trigger Event ”:  A Group III Cumulative Loss Trigger Event has occurred with respect to any Distribution Date in or after August 2007 if the percentage obtained by dividing (x) the aggregate amount of Realized Losses incurred (less any Subsequent Recoveries received) with respect to the Group III Mortgage Loans from the Cut-Off Date through the last day of the related Due Period by (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-Off Date, exceeds the applicable percentage set forth below for such Distribution Date:

 

Distribution Date Occurring in	Group III Cumulative Loss Percentage
August 2007 through July 2008	1.50% for the first month, plus an additional 1/12 th of 1.75% for each month thereafter.
August 2008 through July 2009	3.25% for the first month, plus an additional 1/12 th of 1.75% for each month thereafter.
August 2009 through July 2010	5.00% for the first month, plus an additional 1/12 th of 1.25% for each month thereafter.
August 2010 through July 2011	6.25% for the first month, plus an additional 1/12 th of 0.50% for each month thereafter.
August 2011 and thereafter	6.75% for each month.

 

“ Group III Delinquency Trigger Event ”:  A Group III Delinquency Trigger Event has occurred with respect to a Distribution Date if the percentage obtained by dividing (x) the aggregate Stated Principal Balance of (i) Group III Mortgage Loans Delinquent 60 days or more, (ii) REO Properties with respect to the Group III Mortgage Loans and (iii) Group III Mortgage Loans in foreclosure and in bankruptcy (excluding any such Mortgage Loans which are less than 60 days Delinquent under the bankruptcy plan) by (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans, in each case, calculated prior to taking into account payments of principal on the Group III Mortgage Loans due on the related Due Date or received during the related Prepayment Period, exceeds 36.00% of the Group III Credit Enhancement Percentage.

“ Group III Excess Overcollateralized Amount ”:  With respect to any Distribution Date, the excess, if any, of (i) the Group III Overcollateralized Amount for such Distribution Date (assuming that 100% of the Group III Principal Remittance Amount is applied as a principal payment on such Distribution Date) over (ii) the Group III Overcollateralization Target Amount for such Distribution Date.

“ Group III Extra Principal Distribution Amount ”:  With respect to any Distribution Date, the lesser of (x) the Group III Net Monthly Excess Cashflow for such Distribution Date and (y) the Group III Overcollateralization Deficiency Amount for such Distribution Date.

“ Group III Interest Remittance Amount ”:  With respect to any Distribution Date, that portion of the Group III Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group III Mortgage Loans or to Compensating Interest paid by the Master Servicer with respect to the Group III Mortgage Loans.

“ Group III Mortgage Loans ”:  Those Mortgage Loans identified as Group III Mortgage Loans on the Mortgage Loan Schedule.

“ Group III Net Monthly Excess Cashflow ”:  With respect to each Distribution Date, the sum of (a) any Group III Overcollateralization Release Amount for such Distribution Date, (b) any Group III Remaining Principal Distribution Amount and (c) the positive excess of (x) Group III Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Group III Certificates, (B) the Unpaid Interest Shortfall Amounts for the Group III Senior Certificates and (C) the Group III Principal Remittance Amount.

“ Group III Optional Termination Date : The first Distribution Date on which the aggregate Stated Principal Balance of the Group III Mortgage Loans and related REO Properties is equal to or less than 10% of the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-Off Date.

“ Group III Overcollateralization Deficiency Amount ”:  With respect to any Distribution Date, the amount, if any, by which the Group III Overcollateralization Target Amount exceeds the Group III Overcollateralized Amount on such Distribution Date (assuming that 100% of the aggregate Group III Principal Remittance Amount is applied as a principal payment on such Distribution Date).

“ Group III Overcollateralization Floor ”:  0.50% of the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-Off Date.

“ Group III Overcollateralization Release Amount ”:  With respect to any Distribution Date, the lesser of (x) the Group III Principal Remittance Amount for such Distribution Date and (y) the Group III Excess Overcollateralized Amount.

“ Group III Overcollateralization Target Amount ”:  With respect to any Distribution Date (i) prior to the Group III Stepdown Date, 0.80% of the aggregate Cut-Off Date Principal Balance of the Group III Closing Date Mortgage Loans, (ii) on or after the Group III Stepdown Date provided a Group III Trigger Event is not in effect, the greater of (x) the lesser of (I) approximately 0.80% of the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-Off Date and (II) approximately 1.60% of the aggregate Stated Principal Balance of the Group III Mortgage Loans on 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 (y) the Group III Overcollateralization Floor, and (iii) on or after the Group III Stepdown Date if a Group III Trigger Event is in effect, the Group III Overcollateralization Target Amount for the immediately preceding Distribution Date. 

“ Group III Overcollateralized Amount ”:  With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Stated Principal Balance of the Group III Mortgage Loans on 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) exceeds (ii) the aggregate Certificate Principal Balances of the Group III Certificates and the Uncertificated Principal Balance of the Class III-P Interest as of such Distribution Date (after giving effect to distributions of the Group III Principal Remittance Amount to be made on such Distribution Date, other than distributions of the Group III Extra Principal Distribution Amount, if any).

“ Group III Principal Distribution Amount ”:  With respect to any Distribution Date, the sum of (i) (x) the Group III Principal Remittance Amount minus (y) the amount of any Group III Overcollateralization Release Amount for such Distribution Date, and (ii) the Group III Extra Principal Distribution Amount for such Distribution Date.

“ Group III Principal Remittance Amount ”:  With respect to any Distribution Date, the sum of (i) all scheduled payments of principal collected or advanced on the Group III Mortgage Loans by the Master Servicer that were due during the related Due Period, (ii) all partial and full principal prepayments of the Group III Mortgage Loans applied by the Master Servicer during the related Prepayment Period, (iii) the principal portion of all Net Liquidation Proceeds, Insurance Proceeds and Gross Subsequent Recoveries received during the related Prepayment Period with respect to the Group III Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Group III Mortgage Loan, deposited to the Collection Account during the related Prepayment Period, (v) the principal portion of any Substitution Adjustments deposited in the Collection Account during the related Prepayment Period with respect to the Group III Mortgage Loans and (vi) on the Distribution Date on which all of the Group III Mortgage Loans and related REO Properties are to be purchased in accordance with this Agreement, that portion of the Termination Price representing principal with respect to the Group III Mortgage Loans.

“ Group III Remaining Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the Group III Principal Distribution Amount remaining after the distributions set forth in Section 4.01(f).

“ Group III Senior Certificates ”:  The Class III-A1 Certificates, the Class III-A2 Certificates and the Class III-A3 Certificates.

“ Group III Senior Principal Distribution Amount ”:  With respect to any Distribution Date on or after the Group III Stepdown Date and on which a Group III Trigger Event is not in effect, the amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group III Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the Group III Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 57.20% 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.

“ Group III Stepdown Date ”: The earlier of (a) the later of (i) the Distribution Date in August 2008 and (ii) the first Distribution Date on which the Group III Credit Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Group III Mortgage Loans due on the related Due Date or received during the related Prepayment Period but prior to distribution of the Group III Principal Distribution Amount in respect of the Group III Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to approximately 42.80% and (b) the date on which the aggregate Certificate Principal Balance of the Group III Senior Certificates has been reduced to zero.

“ Group III Trigger Event ”: A Group III Trigger Event has occurred with respect to a Distribution Date if either a Group III Cumulative Loss Trigger Event or a Group III Delinquency Trigger Event has occurred with respect to such Distribution Date.

“ Group III Undercollateralized Amount ”:  With respect to any Distribution Date, the amount, if any, by which (i) the sum of the aggregate certificate Principal Balances of the Group III Certificates and the Uncertificated Principal Balance of the Class III-P Interest as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date) exceeds (ii) the aggregate Stated Principal Balance of the Group III Mortgage Loans on 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.)

“ Indenture ”:  The indenture or a document of similar import, if any, entered into following the Closing Date, by the NIMS Issuer relating to the NIM Notes to be issued thereunder.

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

“ Independent Contractor ”:  Either (i) any Person (other than the Master Servicer) that would be an “independent contractor” with respect to any of the REMICs created hereunder within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as each such REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856‑4(b)(5), or (ii) any other Person (including the Master Servicer) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

“ Index ”:  With respect to each Adjustable Rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note.

“ Initial Certificate Principal Balance ”:  With respect to any Regular Certificate, the amount designated “Initial Certificate Principal Balance” on the face thereof.

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

“ Insurance Proceeds ”:  Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan or the related Mortgaged Property (including any related PMI Policy), to the extent such proceeds are not (i) to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage or (ii) Gross Subsequent Recoveries with respect to such Mortgage Loan.

“ Insured NIM Notes ”:  Net interest margin securities, if any, issued by the NIMS Issuer, which are backed, in whole or in part, by the cashflow on certain or all of the Class C Certificates and the Class P Certificates and insured by the NIMS Insurer.

“ Interest Determination Date ”:  With respect to the Class A Certificates, the Mezzanine Certificates and the Class B Certificates and each Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.

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

“ LIBOR ”:  With respect to each Accrual Period, the rate determined by the Trustee on the related Interest Determination Date on the basis of the “Interest Settlement Rate” for United States dollar deposits of one‑month maturity set forth by the British Bankers’ Association (the “BBA”), as such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date.  With respect to any Interest Determination Date, if the BBA’s Interest Settlement Rate does not appear on Telerate Page 3750 as of 11:00 a.m. (London time) on such date, or if Telerate Page 3750 is not available on such date the Trustee will obtain such rate from Reuters Monitor Money Rates Service page “LIBOR01” or Bloomberg L.P. page “BBAM.”  Alternatively, the Trustee may request the principal London office of each of the Reference Banks to provide a quotation of its rate.  On such Interest Determination Date, LIBOR for the related Accrual Period will be established by the Trustee as follows:

(i)         If on such Interest Determination Date two or more Reference Banks provide such offered quotations, LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiples of 0.03125%); and