POOLING AND SERVICING AGREEMENT Dated as of April 1, 2005

Exhibit 4.1

EXECUTION COPY

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Depositor

TERWIN ADVISORS LLC,

Seller

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

Servicing Administrator, Securities Administrator And Backup Servicer

SPECIALIZED LOAN SERVICING, LLC,

Servicer

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2005

TERWIN MORTGAGE TRUST

ASSET-BACKED CERTIFICATES, SERIES TMTS 2005- 6HE

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POOLING AND SERVICING AGREEMENT, dated as of April 1, 2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the “Depositor”), TERWIN ADVISORS LLC, a Delaware limited liability company, as seller (the “Seller”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as servicing administrator (in such capacity, the “Servicing Administrator”) as securities administrator (in such capacity, the “Securities Administrator”) and backup servicer (in such capacity, the “Backup Servicer”), SPECIALIZED LOAN SERVICING, LLC, a Delaware limited liability company, as servicer (the “Servicer”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. It is intended that for federal income tax purposes the Trust Fund will include (i) three real estate mortgage investment conduits (“REMIC 1”, “REMIC 2” and “REMIC 3”) in a tiered REMIC structure, (ii) the Initial ES Strip, (iii) amounts distributable to the Class X Certificates pursuant to Section 5.05(i), (iv) the Cap Contract and the Cap Contract Account, (v) the grantor trusts described in Section 2.07 and (vi) the Pre-Funding Account and Capitalized Interest Account. REMIC 1 will consist of all of the assets constituting the Trust Fund (other than assets described in clauses (ii), (iii), (iv), (v) and (vi) above and other than the interests in any of the REMICs provided for herein) and will be evidenced by the REMIC 1 Regular Interests (which will be uncertificated and will represent the “regular interests” in REMIC 1) and the Class LT1-R Interest as the single “residual interest” in REMIC 1. The Trustee will hold the REMIC 1 Regular Interests. REMIC 2 will consist of the REMIC 1 Regular Interests and will be evidenced by the REMIC 2 Regular Interests (which will be uncertificated and will represent the “regular interests” in REMIC 2) and the Class LT2-R Interest as the single “residual interest” in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests. REMIC 3 will consist of the REMIC 2 Regular Interests and will be evidenced by the REMIC 3 Regular Interests (which will be uncertificated and will represent the “regular interests” in REMIC 3) and the REMIC 3 Residual Interest as the single “residual interest” in REMIC 3. The Class R Certificate will represent beneficial ownership of the Class LT1-R Interest, the Class LT2-R Interest and the REMIC 3 Residual Interest. The “latest possible maturity date” for federal income tax purposes of all the interests created hereby will be the Latest Possible Maturity Date.

All covenants and agreements made by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates.

In consideration of the mutual agreements herein contained, the Depositor, the Servicing Administrator, the Servicer, the Securities Administrator, the Backup Servicer and the Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Accepted Servicing Administration Practices : With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage master servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Servicing Administrator (except in its capacity as successor to the Servicer), or (y) as provided in Section 5.01 hereof, but in no event below the standard set forth in clause (x).

Accepted Servicing Practices : With respect to any Mortgage Loan, the customary servicing practices, which will conform to the mortgage servicing practices of prudent mortgage lending institutions which service for their own account mortgage loans of the same type as such Mortgage Loan in the jurisdiction in which the related Mortgaged Property is located.

Accrual Period : With respect to the Certificates, the REMIC 1 Regular Interests, the REMIC 2 Regular Interests and the REMIC 3 Regular Interests and any Distribution Date, the period commencing on the immediately preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date) and ending on the day immediately preceding such Distribution Date. All calculations of interest on the Certificates, the REMIC 1 Regular Interests, the REMIC 2 Regular Interests and the REMIC Regular Interests will be made on the basis of the actual number of days elapsed in the related Accrual Period and a 360 day year.

Addition Notice : With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.11, a notice of the Seller’s designation of the Subsequent Mortgage Loans to be sold to the Trust Fund, the proposed Subsequent Cut-off Date, the proposed Subsequent Transfer Date and the aggregate Stated Principal Balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given to the Servicer, the Trustee and the Securities Administrator not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form of Exhibit N.

Administration Fee : The sum of the Aggregate Servicing Fee, the Securities Administrator Fee and the Credit Risk Manager Fee.

Advance : The aggregate of the advances required to be made by the Servicer with respect to any Distribution Date pursuant to Section 5.01.

Advance Facility : A financing or other facility as described in Section 5.02(a).

Advance Facility Notice : As defined in Section 5.02(b) hereof.

Advance Financing Person : As defined in Section 5.02(a) hereof.

Advance Reimbursement Amounts : As defined in Section 5.02(b) hereof.

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

Aggregate Certificate Principal Balance : For any date of determination, the sum of the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance, the Class M-3 Certificate Principal Balance, the Class M-4 Certificate Principal Balance, the Class M-5 Certificate Principal Balance, the Class M-6 Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Principal Balance, the Class B-3 Certificate Principal Balance, the Class B-4 Certificate Principal Balance, the Class B-5 Certificate Principal Balance and the Class B-6 Certificate Principal Balance, in each case as of such date of determination.

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Aggregate Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount equal to one month’s interest at the Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Distribution Date or, in the event of any payment of interest that accompanies a Principal Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Distribution Date for the period covered by such payment of interest (in each case payable from interest collections on such Mortgage Loan).

Agreement : This Pooling and Servicing Agreement and any and all amendments or supplements hereto made in accordance with the terms herein.

Amounts For Future Distribution : As to any Distribution Date, the aggregate amount held in the related Collection Account (with respect to the Servicer) or the Servicing Administrator Collection Account (with respect to the Servicing Administrator) at the close of business on the immediately preceding Determination Date on account of (i) all Scheduled Payments or portions thereof received in respect of the Mortgage Loans due after the related Due Period and (ii) Principal Prepayments and Liquidation Proceeds received in respect of the Mortgage Loans after the last day of the related Prepayment Period.

Applied Realized Loss Amount : With respect to any Distribution Date, the amount, if any, by which, the Aggregate Certificate Principal Balance after distributions of principal on such Distribution Date exceeds the sum of the (x) aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution Date and (y) the amount on deposit in the Pre-Funding Account as of such Distribution Date (disregarding income or loss on investments of amount on deposit in the Pre-Funding Account).

Assignment of Mortgage : An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect of record the sale and assignment of the Mortgage Loan to the Trustee, which assignment, notice of transfer or equivalent instrument may, if permitted by law, be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county.

Authenticating Agent : As defined in Section 6.10 hereof.

Available Funds Cap : As of any Distribution Date, a per annum rate equal to the product of (A) 12 times the quotient obtained by dividing (x) the excess of (a) the sum of (I) the total scheduled interest on the Included Mortgage Loans for the related Due Period and (II) for Distribution Dates on or prior to the Distribution Date in June 2005, one-twelfth of the product of the Pre-Funded Amount as of the close of the calendar month preceding the month in which such Distribution Date occurs (or, if such date would be prior to the Closing Date, the Original Pre-Funded Amount) and the Net WAC for such Distribution Date over (b) the Administration Fee for such Distribution Date by (y) the Aggregate Certificate Principal Balance immediately prior to such Distribution Date and (B) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

Backup Servicer : JPMorgan, or its permitted successor in interest or assignee or any successor Backup Servicer appointed pursuant to the provisions hereof.

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Balloon Loan : A Mortgage Loan having an original term to stated maturity of generally up 15 years which provides for level monthly payments of principal and interest generally based on a 30 year amortization schedule, with a balloon payment of the remaining outstanding principal balance due on such Mortgage Loan at its stated maturity.

Book-Entry Certificates : Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant,” or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 6.06). As of the Closing Date, each of the Class A, Class M, Class B and Class S Certificates constitutes a Class of Book-Entry Certificates.

Book-Entry Regulation S Global Securities : As defined in Section 6.01 hereof.

Business Day : Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the City of New York, New York, or the city in which the Corporate Trust Office of the Trustee or the Securities Administrator is located, or financial and savings and loan institutions in the States of California, Texas or Colorado are authorized or obligated by law or executive order to be closed.

Cap Contract : The amended confirmation and agreement and any related confirmation thereto, between the Cap Contract Counterparty and Terwin Advisors LLC (in the form of Exhibit O hereto).

Cap Contract Account : The separate Eligible Account created and maintained by the Securities Administrator, on behalf of the Trustee, pursuant to Section 5.05(l) in the name of the Trustee for the benefit of the Trust Fund and designated “JPMorgan Chase Bank, N.A., as securities administrator for U.S. Bank National Association, as Trustee, in trust for registered holders of Terwin Mortgage Trust 2005-6HE, Asset-Backed Certificates, Series TMTS 2005-6HE.” Funds in the Cap Contract Account shall be held in trust for the Trust Fund for the uses and purposes set forth in this Agreement.

Cap Contract Counterparty : Bear Stearns Financial Products Inc.

Cap Contract Notional Balance : With respect to any Distribution Date, the Cap Contract Notional Balance set forth below for such Distribution Date:

One-Month LIBOR Cap Table

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Cap Contract Termination Date : The Distribution Date after February, 2008.

Capitalized Interest Account : The account defined in Section 5.08 herein.

Capitalized Interest Amount : The amount paid by the Seller to the Securities Administrator for deposit into the Capitalized Interest Account on the Closing Date pursuant to Section 5.08, which amount is $336,796.00.

Certificate : Any one of the certificates of any Class executed by the Securities Administrator and authenticated by the Authenticating Agent in substantially the forms attached hereto as Exhibits A.

Certificate Account : The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.05(f) in the name of the Trustee for the benefit of the Certificateholders and designated “JPMorgan Chase Bank, N.A., as securities administrator for U.S. Bank National Association, as trustee, in trust for registered holders of Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS 2005-6HE.” Funds in the Certificate Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Certificate Owner : With respect to a Book-Entry Certificate, the Person that is the beneficial owner of such Book-Entry Certificate.

Certificate Principal Balance : As to any Certificate (other than a Class X, Class ES, Class S or Class R Certificate) and as of any Distribution Date, the Initial Certificate Principal Balance of such Certificate less the sum of (1) all amounts distributed with respect to such Certificate in reduction of the Certificate Principal Balance thereof on previous Distribution Dates pursuant to Section 5.05, and (2) any Applied Realized Loss Amounts allocated to such Certificate on previous Distribution Dates pursuant to Section 5.05(j). Notwithstanding the foregoing on any Distribution Date relating to a Due Period in which a Subsequent Recovery has been received by the Servicer, the Certificate Principal Balance of any Class of Certificates then outstanding for which any Applied Realized Loss Amount has been allocated will be increased, in order of seniority, by an amount equal to the lesser of (i) the Unpaid Realized Loss Amount for such Class of Certificates and (ii) the total of any Subsequent Recovery in respect of principal distributed on such date to the Certificateholders (reduced by the amount of the increase in the Certificate Principal Balance of any more senior Class of Certificates pursuant to this sentence on such Distribution Date).

Certificate Register : The register maintained pursuant to Section 6.02 hereof.

Certificate Registrar : The Certificate Registrar appointed pursuant to Section 6.02 hereof.

Certificateholder or Holder : The Person in whose name a Certificate is registered in the Certificate Register (initially, Cede & Co., as nominee for the Depository, in the case of the Book-Entry Certificates) in the case of any Class of Certificates except that solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any Affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person

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(including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Securities Administrator, the Trustee and the Certificate Registrar are entitled to rely conclusively on a certification of the Depositor or any Affiliate of the Depositor in determining which Certificates are registered in the name of an Affiliate of the Depositor.

Certification : As defined in Section 3.20 hereof.

Class : All Certificates bearing the same Class designation as set forth in Section 6.01 hereof.

Class A Certificate Principal Balance : For any date of determination, the sum of the Class A-1A Certificate Principal Balance, the Class A-1B Certificate Principal Balance and the Class A-1C Certificate Principal Balance.

Class A Certificates : Any of the Class A-1A Certificates, the Class A-1B Certificates and the Class A-1C Certificates.

Class A Principal Distribution Amount : With respect to any Distribution Date (1) prior to the Stepdown Date or any Distribution Date on which a Trigger Event exists, 100% of the Principal Distribution Amount for such Distribution Date and (2) on or after the Stepdown Date where a Trigger Event does not exist, the excess of (A) the Class A Certificate Principal Balance immediately prior to such Distribution Date over (B) the lesser of (i) 60.60% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (ii) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount; provided, however, that in no event will the Class A Principal Distribution Amount with respect to any Distribution Date exceed the aggregate Certificate Principal Balance of the Class A Certificates.

Class A-1A Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class A-1A Certificates.

Class A-1A Certificates : Any Certificate designated as a “Class A-1A Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class A-1A Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class A-1A Pass-Through Rate on the Class A-1A Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class A-1A Certificates.

Class A-1A Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class A-1A Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class A-1A Certificates) over (B) the amount actually distributed to the Class A-1A Certificates with respect to Class A-1A Current Interest and Class A -1A Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class A-1A Pass-Through Rate for the related Accrual Period.

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Class A-1A Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.15% per annum and, as of any Distribution Date after the Optional Termination Date, 0.30% per annum.

Class A-1A Pass-Through Rate : For the first Distribution Date, 3.13% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class A-1A Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class A-1B Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class A-1B Certificates.

Class A-1B Certificates : Any Certificate designated as a “Class A-1B Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class A-1B Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class A-1B Pass-Through Rate on the Class A-1B Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class A-1B Certificates.

Class A-1B Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class A-1B Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class A-1B Certificates) over (B) the amount actually distributed to the Class A-1B Certificates with respect to Class A-1A Current Interest and Class A-1B Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class A-1B Pass-Through Rate for the related Accrual Period.

Class A-1B Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.28% per annum and, as of any Distribution Date after the Optional Termination Date, 0.56% per annum.

Class A-1B Pass-Through Rate : For the first Distribution Date, 3.26% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class A-1B Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class A-1C Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class A-1C Certificates.

Class A-1C Certificates : Any Certificate designated as a “Class A-1C Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class A-1C Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class A-1C Pass-Through Rate on the Class A-1C Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class A-1C Certificates.

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Class A-1C Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class A-1C Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class A-1C Certificates) over (B) the amount actually distributed to the Class A-1C Certificates with respect to Class A-1C Current Interest and Class A -1C Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class A-1C Pass-Through Rate for the related Accrual Period.

Class A-1C Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.38% per annum and, as of any Distribution Date after the Optional Termination Date, 0.76% per annum.

Class A-1C Pass-Through Rate : For the first Distribution Date, 3.36% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class A-1C Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

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

Class B-1 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-1 Certificates.

Class B-1 Certificate : Any Certificate designated as a “Class B-1 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class B-1 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-1 Certificates.

Class B-1 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-1 Pass-Through Rate on the Class B-1 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-1 Certificates.

Class B-1 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-1 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-1 Certificates) over (B) the amount actually distributed to the Class B-1 Certificates with respect to Class B-1 Current Interest and Class B-1 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-1 Pass-Through Rate for the related Accrual Period.

Class B-1 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 1.20% per annum and, as of any Distribution Date after the Optional Termination Date, 1.80% per annum.

Class B-1 Pass-Through Rate : For the first Distribution Date, 4.18% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-1 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

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Class B-1 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance and the Class M Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date) and (C) the Class B-1 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 89.40% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A and Class M Certificates has been reduced to zero, the Class B-1 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-1 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A and Class M Certificates and (II) in no event will the Class B-1 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-1 Certificate Principal Balance.

Class B-1 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-1 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-1 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-1 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class B-2 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-2 Certificates.

Class B-2 Certificate : Any Certificate designated as a “Class B-2 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class B-2 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-2 Certificates.

Class B-2 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-2 Pass-Through Rate on the Class B-2 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-2 Certificates.

Class B-2 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-2 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-2 Certificates) over (B) the amount actually distributed to the Class B-2 Certificates with respect to Class B-2 Current Interest and Class B-2 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-2 Pass-Through Rate for the related Accrual Period.

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Class B-2 Margin : As of any Distribution Date, up to and including the Optional Termination Date for the Certificates, 1.30% per annum and, as of any Distribution Date after the Optional Termination Date, 1.95% per annum.

Class B-2 Pass-Through Rate : For the first Distribution Date, 4.28% per annum. As of any Distribution Date thereafter, the least of (i) One-Month LIBOR plus the Class B-2 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class B-2 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance and the Class B-1 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date) and (D) the Class B-2 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 91.40% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M and Class B-1 Certificates has been reduced to zero, the Class B-2 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-2 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M and Class B-1 Certificates and (II) in no event will the Class B-2 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-2 Certificate Principal Balance.

Class B-2 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-2 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-2 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-2 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class B-3 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-3 Certificates.

Class B-3 Certificate : Any Certificate designated as a “Class B-3 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class B-3 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-3 Certificates.

Class B-3 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-3 Pass-Through Rate on the Class B-3 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-3 Certificates.

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Class B-3 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-3 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-3 Certificates) over (B) the amount actually distributed to the Class B-3 Certificates with respect to Class B-3 Current Interest and Class B-3 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-3 Pass-Through Rate for the related Accrual Period.

Class B-3 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 2.10% per annum and, as of any Distribution Date after the Optional Termination Date, 3.15% per annum.

Class B-3 Pass-Through Rate : For the first Distribution Date 5.08% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-3 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class B-3 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance, the Class B-1 Certificate Principal Balance and the Class B-2 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (D) the Class B-2 Certificate Principal Balance immediately prior to such Distribution Date (after taking into account distribution of the Class B-2 Principal Distribution Amount on such Distribution Date) and (E) the Class B-3 Certificate Principal Balance over (2) the lesser of (A) 93.10% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M, Class B-1 and Class B-2 Certificates has been reduced to zero, the Class B-3 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-3 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M, Class B-1 and Class B-2 Certificates and (II) in no event will the Class B-3 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-3 Certificate Principal Balance.

Class B-3 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-3 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-3 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-3 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class B-4 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-4 Certificates.

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Class B-4 Certificate : Any Certificate designated as a “Class B-4 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class B-4 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-4 Certificates.

Class B-4 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-4 Pass-Through Rate on the Class B-4 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-4 Certificates.

Class B-4 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-4 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-4 Certificates) over (B) the amount actually distributed to the Class B-4 Certificates with respect to Class B-4 Current Interest and Class B-4 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-4 Pass-Through Rate for the related Accrual Period.

Class B-4 Margin : As of any Distribution Date up to and including the Optional Termination Date 3.00% per annum and, as of any Distribution Date after the Optional Termination Date, 4.50% per annum.

Class B-4 Pass-Through Rate : For the first Distribution Date, 5.98% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-4 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class B-4 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Principal Balance and the Class B-3 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (D) the Class B-2 Certificate Principal Balance immediately prior to such Distribution Date (after taking into account distribution of the Class B-2 Principal Distribution Amount on such Distribution Date), (E) the Class B-3 Certificate Principal Balance (after taking into account distributions of the Class B-3 Principal Distribution Amount on such Distribution Date) and (F) the Class B-4 Certificate Principal Balance over (2) the lesser of (A) 96.40% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M, Class B-1, Class B-2 and Class B-3 Certificates has been reduced to zero, the Class B-4 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-4 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M, Class B-1, Class B-2 and Class B-3 Certificates and (II) in no event will the Class B-4 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-4 Certificate Principal Balance.

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Class B-4 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-4 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-4 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-4 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class B-5 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-5 Certificates.

Class B-5 Certificate : Any Certificate designated as a “Class B-5 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class B-5 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-5 Certificates.

Class B-5 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-5 Pass-Through Rate on the Class B-5 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-5 Certificates.

Class B-5 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-5 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-5 Certificates) over (B) the amount actually distributed to the Class B-5 Certificates with respect to Class B-5 Current Interest and Class B-5 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-5 Pass-Through Rate for the related Accrual Period.

Class B-5 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 3.50% per annum and, as of any Distribution Date after the Optional Termination Date, 5.25% per annum.

Class B-5 Pass-Through Rate : For the first Distribution Date, 6.48% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-5 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class B-5 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Balance, the Class B-3 Certificate Principal Balance and the Class B-4 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate

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Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (D) the Class B-2 Certificate Principal Balance (after taking into account distributions of the Class B-2 Principal Distribution Amount on such Distribution Date), (E) the Class B-3 Certificate Principal Balance (after taking into account distributions of the Class B-3 Principal Distribution Amount on such Distribution Date), (F) the Class B-4 Certificate Principal Balance (after taking into account distributions of the Class B-4 Principal Distribution Amount on such Distribution Date) and (G) the Class B-5 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 97.80% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates has been reduced to zero, the Class B-5 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-5 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates and (II) in no event will the Class B-5 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-5 Certificate Principal Balance.

Class B-5 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-5 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-5 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-5 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class B-6 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-6 Certificates.

Class B-6 Certificate : Any Certificate designated as a “Class B-6 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class B-6 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-6 Certificates.

Class B-6 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-6 Pass-Through Rate on the Class B-6 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-6 Certificates.

Class B-6 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-6 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-6 Certificates) over (B) the amount actually distributed to the Class B-6 Certificates with respect to Class B-6 Current Interest and Class B-6 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-6 Pass-Through Rate for the related Accrual Period.

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Class B-6 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 3.50% per annum and, as of any Distribution Date after the Optional Termination Date, 5.25% per annum.

Class B-6 Pass-Through Rate : For the first Distribution Date, 6.48% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-6 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class B-6 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Balance, the Class B-3 Certificate Principal Balance, the Class B-4 Certificate Principal Balance and the Class B-5 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (D) the Class B-2 Certificate Principal Balance (after taking into account distributions of the Class B-2 Principal Distribution Amount on such Distribution Date), (E) the Class B-3 Certificate Principal Balance (after taking into account distributions of the Class B-3 Principal Distribution Amount on such Distribution Date), (F) the Class B-4 Certificate Principal Balance (after taking into account distributions of the Class B-4 Principal Distribution Amount on such Distribution Date), (G) the Class B-5 Certificate Principal Balance (after taking into account distributions of the Class B-5 Principal Distribution Amount on such Distribution Date) and (H) the Class B-6 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 99.00% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates has been reduced to zero, the Class B-6 Principal Distribution Amount will equal the lesser of (x) the outstanding Certificate Principal Balance of the Class B-6 Certificates and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and (II) in no event will the Class B-6 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-6 Certificate Principal Balance.

Class B-6 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-6 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-6 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-6 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class ES Certificate : The Class ES Certificates executed by the Trustee and authenticated by the Trustee in substantially the form set forth in Exhibit A.

Class ES Distribution Amount : For any Distribution Date, the lesser of (i) an amount equal to the product of (x) the Stated Principal Balance of the Mortgage Loans as of the immediately preceding Distribution Date and (y) the excess of the Servicing Fee Rate over the SLS Servicing Fee Rate and (ii) the Initial ES Strip.

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Class LT1-A-1A Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $95,951,000 and an interest rate equal to the Net Rate.

Class LT1-A-1B Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $26,675,000 and an interest rate equal to the Net Rate.

Class LT1-A-1C Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $17,899,000 and an interest rate equal to the Net Rate.

Class LT1-B1 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $2,275,000 and an interest rate equal to the Net Rate.

Class LT1-B2 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $1,750,000 and an interest rate equal to the Net Rate.

Class LT1-B3 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $1,487,500 and an interest rate equal to the Net Rate.

Class LT1-B4 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $2,887,500 and an interest rate equal to the Net Rate.

Class LT1-B5 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $1,225,000 and an interest rate equal to the Net Rate.

Class LT1-B6 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $1,060,000 and an interest rate equal to the Net Rate.

Class LT1-M1 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $6,037,500 and an interest rate equal to the Net Rate.

Class LT1-M2 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $5,337,500 and an interest rate equal to the Net Rate.

Class LT1-M3 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $3,237,500 and an interest rate equal to the Net Rate.

Class LT1-M4 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $3,062,500 and an interest rate equal to the Net Rate.

Class LT1-M5 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $2,625,000 and an interest rate equal to the Net Rate.

Class LT1-M6 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $2,625,000 and an interest rate equal to the Net Rate.

Class LT1-R Interest : The sole class of “residual interest” in REMIC 1.

Class LT1-X Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to the excess of (i) the sum of (x) the Cut-off Date Principal Balance of the Initial Mortgage Loans and (y) the Original Pre-Funded Amount over (ii) the aggregate initial principal balances of the REMIC 1 Marker Interests and an interest rate equal to the Net Rate.

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Class LT2-A-1A Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) the greater of (A) One-Month LIBOR plus the Margin for the Related Certificates and (B) 1.00% plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-A-1B Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) the greater of (A) One-Month LIBOR plus the Margin for the Related Certificates and (B) 1.00% plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-A-1C Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) the greater of (A) One-Month LIBOR plus the Margin for the Related Certificates and (B) 1.00% plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-B1 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-B2 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-B3 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-B4 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-B5 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-B6 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-M1 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-M2 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-M3 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

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Class LT2-M4 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-M5 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates (ii) the Net Rate.

Class LT2-M6 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

Class LT2-R Interest : The sole class of “residual interest” in REMIC 2.

Class LT2-X Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the excess of (i) the sum of (x) the Cut-off Date Principal Balance of the Initial Mortgage Loans and (y) the Original Pre-Funded Amount over (ii) the aggregate Initial Certificate Principal Balance of the Class A, Class M and Class B Certificates and bearing interest on a notional amount equal to the aggregate principal balance of the REMIC 1 Regular Interests outstanding as of the beginning of the related Accrual Period at a rate equal to the Class LT2-X Interest Rate.

Class LT2-X Interest Rate : The excess, if any, of (a) the weighted average of the interest rates on the REMIC 1 Regular Interests over (b) two times the weighted average of the interest rates on the REMIC 1 Regular Interests (treating for purposes of this clause (b) the interest rate on each of the REMIC 1 Marker Interests as being capped at the interest rate on the Corresponding REMIC 2 Interest and treating the Class LT1-X Interest as being capped at zero). The weighted averages described in the preceding sentence shall be weighted on the basis of the respective principal balances of the REMIC 1 Regular Interests immediately prior to any date of determination.

Class M Certificates : The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.

Class M Certificate Principal Balance: For any Distribution Date, the sum of the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance, the Class M-3 Certificate Principal Balance, the Class M-4 Certificate Principal Balance, the Class M-5 Certificate Principal Balance and the Class M-6 Certificate Principal Balance.

Class M Principal Distribution Amount : For any Distribution Date, the sum of the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount, and the Class M-6 Principal Distribution Amount.

Class M-1 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-1 Certificates.

Class M-1 Certificate : Any Certificate designated as a “Class M-1 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class M-1 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-1 Certificates.

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Class M-1 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on the Class M-1 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-1 Certificates.

Class M-1 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-1 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-1 Certificates) over (B) the amount actually distributed to the Class M-1 Certificates with respect to Class M-1 Current Interest and Class M-1 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-1 Pass-Through Rate for the related Accrual Period.

Class M-1 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.48% per annum and, as of any Distribution Date after the Optional Termination Date, 0.72% per annum.

Class M-1 Pass-Through Rate : For the first Distribution Date, 3.46% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-1 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class M-1 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance has been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date) and (B) the Class M-1 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 67.50% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances for the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Class A Certificate Principal Balance has been reduced to zero, the Class M-1 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-1 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A Certificates and (II) in no event will the Class M-1 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-1 Certificate Principal Balance.

Class M-1 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-1 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-1 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-1 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class M-2 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-2 Certificates.

Class M-2 Certificate : Any Certificate designated as a “Class M-2 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

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Class M-2 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-2 Certificates.

Class M-2 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-2 Pass-Through Rate on the Class M-2 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-2 Certificates.

Class M-2 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-2 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-2 Certificates) over (B) the amount actually distributed to the Class M-2 Certificates with respect to Class M-2 Current Interest and Class M-2 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-2 Pass-Through Rate for the related Accrual Period.

Class M-2 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.50% per annum and, as of any Distribution Date after the Optional Termination Date, 0.75% per annum.

Class M-2 Pass-Through Rate : For the first Distribution Date, 3.48% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-2 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class M-2 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance and the Class M-1 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date) and (C) the Class M-2 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 73.60% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A and Class M-1 Certificates has been reduced to zero, the Class M-2 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-2 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A and Class M-1 Certificates and (II) in no event will the Class M-2 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-2 Certificate Principal Balance.

Class M-2 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-2 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-2 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-2 Certificates pursuant to the definition of “Certificate Principal Balance.”

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Class M-3 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-3 Certificates.

Class M-3 Certificate : Any Certificate designated as a “Class M-3 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class M-3 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-3 Certificates.

Class M-3 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-3 Pass-Through Rate on the Class M-3 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-3 Certificates.

Class M-3 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-3 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-3 Certificates) over (B) the amount actually distributed to the Class M-3 Certificates with respect to Class M-3 Current Interest and Class M-3 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-3 Pass-Through Rate for the related Accrual Period.

Class M-3 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.55% per annum and, as of any Distribution Date after the Optional Termination Date, 0.825% per annum.

Class M-3 Pass-Through Rate : For the first Distribution Date, 3.53% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-3 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class M-3 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance and the Class M-2 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate Principal Balance (after taking into account distributions of the Class M-2 Principal Distribution Amount) and (D) the Class M-3 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 77.30% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M-1 and Class M-2 Certificates has been reduced to zero, the Class M-3 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-3 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M-1 and Class M-2 Certificates and (II) in no event will the Class M-3 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-3 Certificate Principal Balance.

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Class M-3 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-3 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-3 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-3 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class M-4 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-4 Certificates.

Class M-4 Certificate : Any Certificate designated as a “Class M-4 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class M-4 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-4 Certificates.

Class M-4 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-4 Pass-Through Rate on the Class M-4 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-4 Certificates.

Class M-4 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-4 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-4 Certificates) over (B) the amount actually distributed to the Class M-4 Certificates with respect to Class M-4 Current Interest and Class M-4 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-4 Pass-Through Rate for the related Accrual Period.

Class M-4 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.70% per annum and, as of any Distribution Date after the Optional Termination Date, 1.05% per annum.

Class M-4 Pass-Through Rate : For the first Distribution Date, 3.68% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-4 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class M-4 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance and the Class M-3 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate Principal Balance (after taking into account distributions of the Class

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M-2 Principal Distribution Amount, (D) the Class M-3 Certificate Principal Balance (after taking into account distributions of the Class M-3 Principal Distribution Amount), and (E) the Class M-4 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 80.80% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M-1, Class M-2 and Class M-3 Certificates has been reduced to zero, the Class M-4 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-4 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M-1, Class M-2 and Class M-3 Certificates and (II) in no event will the Class M-4 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-4 Certificate Principal Balance.

Class M-4 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-4 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-4 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-4 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class M-5 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-5 Certificates.

Class M-5 Certificate : Any Certificate designated as a “Class M-5 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class M-5 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-5 Certificates.

Class M-5 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-5 Pass-Through Rate on the Class M-5 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-5 Certificates.

Class M-5 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-5 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-5 Certificates) over (B) the amount actually distributed to the Class M-5 Certificates with respect to Class M-5 Current Interest and Class M-5 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-5 Pass-Through Rate for the related Accrual Period.

Class M-5 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.75% per annum and, as of any Distribution Date after the Optional Termination Date, 1.125% per annum.

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Class M-5 Pass-Through Rate : For the first Distribution Date, 3.73% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-5 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class M-5 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal balance, the Class M-3 Certificate Principal Balance and the Class M-4 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate Principal Balance (after taking into account distributions of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the Class M-3 Certificate Principal Balance (after taking into account distributions of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the Class M-4 Certificate Principal Balance (after taking into account distributions of the Class M-4 Principal Distribution Amount on such Distribution Date) and (F) the Class M-5 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 83.80% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates has been reduced to zero, the Class M-5 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-5 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates and (II) in no event will the Class M-5 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-5 Certificate Principal Balance.

Class M-5 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-5 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-5 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-5 Certificates pursuant to the definition of “Certificate Principal Balance.”

Class M-6 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-6 Certificates.

Class M-6 Certificate : Any Certificate designated as a “Class M-6 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class M-6 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-6 Certificates.

Class M-6 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-6 Pass-Through Rate on the Class M-6 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-6 Certificates.

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Class M-6 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-6 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-6 Certificates) over (B) the amount actually distributed to the Class M-6 Certificates with respect to Class M-6 Current Interest and Class M-6 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-6 Pass-Through Rate for the related Accrual Period.

Class M-6 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.80% per annum and, as of any Distribution Date after the Optional Termination Date, 1.20% per annum.

Class M-6 Pass-Through Rate : For the first Distribution Date, 3.78% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-6 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

Class M-6 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance, the Class M-3 Certificate Principal Balance, the Class M-4 Certificate Principal Balance and the Class M-5 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate Principal Balance (after taking into account distributions of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the Class M-3 Certificate Principal Balance (after taking into account distributions of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the Class M-4 Certificate Principal Balance (after taking into account distributions of the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the Class M-5 Certificate Principal Balance (after taking into account distributions of the Class M-5 Principal Distribution Amount on such Distribution Date), and (G) the Class M-6 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 86.80% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates has been reduced to zero, the Class M-6 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-6 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates and (II) in no event will the Class M-6 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-6 Certificate Principal Balance.

Class M-6 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-6 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-6 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-6 Certificates pursuant to the definition of “Certificate Principal Balance.”

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Class R Certificate : Any Certificate designated as a “Class R Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

Class S Certificate : Any Certificate designated as a “Class S Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein. For federal income tax purposes, the Class S Certificates represent each of the REMIC 3 S Components each of which is a “regular interest” in REMIC 3.

Class S Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class S Pass-Through Rate on the Class S Notional Amount as of the first day of such Accrual Period (after giving effect to any distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class S Certificates.

Class S Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class S Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class S Certificate with respect to Class S Current Interest and Class S Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class S Pass-Through Rate for the related Accrual Period.

Class S Notional Amount : For any Distribution Date, the aggregate Certificate Principal Balance of the Class A Certificates for such Distribution Date.

Class S Pass-Through Rate : As of any Distribution Date, the greater of (1) 1.00% minus One-Month LIBOR and (2) 0.00%; provided, however, that the rate on each portion of the notional balance of the Class S Certificates that corresponds to each Class of the Class A Certificates will be subject to a cap in each case equal to the excess of (x) the product of (1) the quotient obtained by dividing (a) the total scheduled interest based on the Net Mortgage Rates in effect on the related Due Date for such Distribution Date by (b) the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the applicable Accrual Period and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period over (y) One-Month LIBOR plus the applicable margin for such Class of Certificates.

Class X Certificates : The Class X Certificates executed by the Trustee and authenticated by the Trustee in substantially the form set forth in Exhibit A.

Class X Distributable Amount : The excess of (x) the sum of (i) the initial Overcollateralization Amount and (ii) all interest payments accrued on the REMIC 3 X Interest over (y) the sum of (i) all prior distributions to the Class X Certificates pursuant to Section 5.05(g) and (ii) all payments treated as distributed by REMIC 3 to the REMIC 3 X Interest then paid to the holders of Class A, Class M and Class B Certificates pursuant to an interest rate cap contract as described in Section 2.07(d).

Closing Date : April 19, 2005.

Code : The Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collateral Value : With respect to a Mortgage Loan, the proceeds of which were used to purchase the related Mortgaged Property, the lesser of (x) the appraisal value of such Mortgaged Property based on an appraisal made for the originator by an independent fee appraiser at the time of the origination of the related Mortgage Loan and (y) the sales price of such Mortgaged Property at such time of origination and

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means, with respect to a Mortgage Loan the proceeds of which were used to refinance an existing Mortgage Loan, the appraised value of the Mortgaged Property based upon the appraisal obtained at the time of refinancing.

Collection Account : The separate Eligible Accounts created and initially maintained by the Servicer pursuant to Section 3.05(d) in the name of the Trustee for the benefit of the Certificateholders and designated “Specialized Loan Servicing LLC, as servicer for U.S. Bank National Association, as trustee, in trust for registered holders of Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS 2005-6HE.” Funds in the Collection Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Compensating Interest : For any Distribution Date and with respect to each voluntary Principal Prepayment on the related Mortgage Loans serviced by the Servicer, the lesser of (i) one-half of the Aggregate Servicing Fee payable on such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall if any, for the related Prepayment Period; provided, however, that any Compensating Interest remitted by the Servicing Administrator shall not exceed the Securities Administrator Fee for such Distribution Date.

Corporate Trust Office : With respect to (a) the Trustee, the principal corporate trust office 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 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attn: Corporate Trust Structured Finance, Terwin Mortgage Trust 2005-6HE, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Seller, the Servicing Administrator, the Securities Administrator, the Backup Servicer and the Servicer and (b) the Securities Administrator and the Backup Servicer, the principal corporate trust office 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 4 New York Plaza, New York, New York 10004-2477, Attention: Institutional Trust Services/Global Debt—Terwin Mortgage Trust 2005-6HE, or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Trustee, the Depositor, the Seller, the Servicing Administrator, the Servicer, the Backup Servicer and the Securities Administrator. With respect to the Securities Administrator, Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment, 2001 Bryan Street, 10 ^th Floor, Dallas, Texas 75201, Attention: Institutional Trust Services/Global Debt—Terwin Mortgage Trust 2005-6HE.

Corresponding REMIC 2 Interests : With respect to the Class LT1-A-1A Interest, the Class LT2-A-1A Interest. With respect to the Class LT1-A-1B Interest, the Class LT2-A-1B Interest. With respect to the Class LT1-A-1C Interest, the Class LT2-A-1C Interest. With respect to the Class LT1-B1 Interest, the Class LT2-B1 Interest. With respect to the Class LT1-B2 Interest, the Class LT2-B2 Interest. With respect to the Class LT1-B3 Interest, the Class LT2-B3 Interest. With respect to the Class LT1-B4 Interest, the Class LT2-B4 Interest. With respect to the Class LT1-B5 Interest, the Class LT2-B5 Interest. With respect to the Class LT1-B6 Interest, the Class LT2-B6 Interest. With respect to the Class LT1-M1 Interest, the Class LT2-M1 Interest. With respect to the Class LT1-M2 Interest, the Class LT2-M2 Interest. With respect to the Class LT1-M3 Interest, the Class LT2-M3 Interest. With respect to the Class LT1-M4 Interest, the Class LT2-M4 Interest. With respect to the Class LT1-M5 Interest, the Class LT2-M5 Interest. With respect to the Class LT1-M6 Interest, the Class LT2-M6 Interest.

Credit Risk Management Agreements : The agreement between the Servicer and the Credit Risk Manager dated as of April 19, 2005.

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Credit Risk Manager : The Murrayhill Company, a Colorado corporation, or its successor in interest.

Credit Risk Manager Fee : The fee payable on each Distribution Date to the Credit Risk Manager as compensation for all services rendered by it in exercise and performance of any of the powers and duties of the Credit Risk Manager under the Credit Risk Management Agreement, which amount shall equal one-twelfth of the product of (i) the Credit Risk Manager Fee Rate and (ii) the Stated Principal Balance of the Mortgage Loans as of the immediately preceding Distribution Date.

Credit Risk Manager Fee Rate : 0.015% per annum.

Current Interest : Any of the Class A-1A Current Interest, the Class A-1B Current Interest, the Class A-1C Current Interest, the Class S Current Interest, the Class M-1 Current Interest, the Class M-2 Current Interest, the Class M-3 Current Interest, the Class M-4 Current Interest, the Class M-5 Current Interest, the Class M-6 Current Interest, the Class B-1 Current Interest, the Class B-2 Current Interest, the Class B-3 Current Interest, the Class B-4 Current Interest, the Class B-5 Current Interest and the Class B-6 Current Interest.

Custodian : Deutsche Bank National Trust Company, as custodian, or its successor in interest.

Cut-off Date : April 1, 2005 for the Initial Mortgage Loans only.

Cut-off Date Principal Balance : As to any Mortgage Loan, the unpaid principal balance thereof as of the close of business on the calendar day immediately preceding the Cut-off Date after application of all payments of principal due on or prior to the Cut-off Date, whether or not received, and all Principal Prepayments received prior to the Cut-off Date, but without giving effect to any installments of principal received in respect of Due Dates after the Cut-off Date.

Definitive Certificates : As defined in Section 6.06 hereof.

Definitive Regulation S Global Securities : As defined in Section 6.01 hereof.

Deleted Mortgage Loan : A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.

Delinquent : A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31 ^st day of such month), then on the last day of such immediately succeeding month. With respect to any Mortgage Loan due on any day other than the first day of the month, such Mortgage Loan shall be deemed to be due on the first day of the immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on.

Denomination : With respect to each Certificate, the amount set forth on the face thereof as the “Initial Principal Balance of this Certificate.”

Depositor : Merrill Lynch Mortgage Investors, Inc., a Delaware corporation, or its successor in interest.

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Depository : The initial Depository shall be The Depository Trust Company (“DTC”), the nominee of which 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 Agreement : With respect to Classes of Book-Entry Certificates, the agreement among the Trustee, the Securities Administrator and the initial Depository.

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.

Designated Transaction : A transaction in which the assets underlying the Certificates consist of single-family residential, multi-family residential, home equity, manufactured housing and/or commercial mortgage obligations that are secured by single-family residential, multi-family residential, commercial real property or leasehold interests therein.

Determination Date : With respect to any Distribution Date, the 18 ^th day of the month of such Distribution Date or, if such 18 ^th day is not a Business Day, the immediately preceding Business Day.

Disqualified Organization : (1) 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, (2) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from tax under Chapter 1 of Subtitle A of the Code unless such organization is subject to the tax imposed by Section 511 of the Code and (3) any organization described in Section 1381(a)(2)(C) of the Code.

Distribution Date : The 25 ^th day of each calendar month after the initial issuance of the Certificates, or if such 25 ^th day is not a Business Day, the next succeeding Business Day, commencing in May 2005.

Due Date : With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which a Scheduled Payment is due.

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

Eligible Account : An account that is (1) maintained with a depository institution the long-term unsecured debt obligations of which are rated by the Rating Agency in one of its two highest rating categories, or (2) maintained with the corporate trust department of a bank which (A) has a rating of at least Baa3 or P-3 by Moody’s and (B) is the corporate trust department of a national bank or banking corporation which has a rating of at least A-1 by S&P or F1 by Fitch or (i) an account or accounts the deposits in which are fully insured by the FDIC, or (ii) an account or accounts, acceptable to the Rating Agency without reduction or withdrawal of the rating of any Class of Certificates, as evidenced in writing, by a depository institution in which such accounts are insured by the FDIC (to the limit established by the FDIC), the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to and acceptable to the Securities Administrator, the Trustee and the Rating Agency, the Certificateholders have a claim with respect to the funds in such account and a perfected first security interest against any collateral (which shall be limited to Permitted Investments)

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securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) maintained at an eligible institution whose commercial paper, short-term debt or other short-term deposits are rated at least A+ by S&P and F-1+ by Fitch, or (iv) maintained with a federal or state chartered depository institution the deposits in which are insured by the FDIC to the applicable limits and the short-term unsecured debt obligations of which (or, in the case of a depository institution that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A by S&P or Prime 1 by Moody’s at the time any deposits are held on deposit therein, or (v) otherwise acceptable to each Rating Agency, as evidenced by a letter from the Rating Agency to the Trustee, or (3) a segregated trust account or accounts maintained with the Trustee, the Securities Administrator or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity. Eligible Accounts may bear interest.

ERISA : The Employee Retirement Income Security Act of 1974, including any successor or amendatory provisions.

ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that would satisfy the requirements of any applicable underwriter’s exemption granted by the United States Department of Labor, except, in relevant part, for the requirement that the certificates have received a rating at the time of acquisition that is in one of the three (or four, in the case of a “designated transaction”) highest generic rating categories by at least one of the Rating Agencies.

ERISA Restricted Certificates : The Class X Certificates, Class ES Certificates and Class R Certificate and any other Certificate, unless the acquisition and holding of such other Certificate is covered by and exempt under any applicable underwriter’s exemption granted by the United States Department of Labor.

Event of Default : As defined in Section 8.01 hereof.

Exception Report : As defined in Section 2.02 hereof.

Excess Interest : On any Distribution Date, all amounts received by any of the Class A, Class M and Class B Certificates to the extent attributable to the excess, if any, of the Pass-Through Rates on such Certificates over the Net Rate.

Excess Proceeds : With respect to any Liquidated Loan, any Liquidation Proceeds that are in excess of the sum of (1) the unpaid principal balance of such Liquidated Loan as of the date of such liquidation plus (2) interest at the Mortgage Rate from the Due Date as to which interest was last paid or advanced to Certificateholders (and not reimbursed to the Servicer) up to the Due Date in the month in which such Liquidation Proceeds are required to be distributed on the unpaid principal balance of such Liquidated Loan outstanding during each Due Period as to which such interest was not paid or advanced.

Exchange Act : The Securities Exchange Act of 1934, as amended.

Extra Principal Distribution Amount : With respect to any Distribution Date, (1) prior to the Stepdown Date, the excess of (A) the sum of (i) the Aggregate Certificate Principal Balance immediately preceding such Distribution Date reduced by the Principal Funds with respect to such Distribution Date and (ii) the Targeted Overcollateralization Amount over (B) the Pool Stated Principal Balance of the Mortgage Loans as of such Distribution Date and (2) on and after the Stepdown Date, (A) the sum of (i) the Aggregate Certificate Principal Balance immediately preceding such Distribution Date, reduced by the Principal Funds with respect to such Distribution Date and (ii) the greater of (a) 1.00% of the Pool Stated Principal Balance of the Mortgage Loans and (b) the Minimum Required Overcollateralization

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Amount less (B) the Pool Stated Principal Balance of the Mortgage Loans as of such Distribution Date; provided, however, that if on any Distribution Date a Trigger Event is in effect, the Extra Principal Distribution Amount will not be reduced to the applicable percentage of the then-current Pool Stated Principal Balance of the Mortgage Loans as of the Due Date immediately prior to the Trigger Event until the next Distribution Date on which the Trigger Event is not in effect.

Fannie Mae : A federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

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

Federal Funds Rate : The interest rate at which depository institutions lend balances at the Federal Reserve to other depository institutions overnight.

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

Floating Rate Certificate Carryover : With respect to a Distribution Date, in the event that the Pass-Through Rate for a Class of Class A, Class M or Class B Certificates is based upon the Available Funds Cap, the excess of (x) the amount of interest that such Class would have been entitled to receive on such Distribution Date had the Pass-Through Rate for that Class not been calculated based on the Available Funds Cap over (y) the amount of interest distributable on such Class on such Distribution Date based on the Available Funds Cap, together with (I) the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate for such Class, without giving effect to the Available Funds Cap) and (II) any amount previously distributed with respect to Floating Rate Certificate Carryover for such Class that is recovered as a voidable preference by a trustee in bankruptcy.

Form 10-K Certification : The certification required pursuant to Rule 13a-14 under the Exchange Act.

Freddie Mac : A corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

Funding Period : The period beginning on the Closing Date and ending on the earlier of (a) the date on which the amount on deposit in the Pre-Funding Account is reduced to zero or (b) 2:00 p.m., New York City time, on June 24, 2005.

Grantor Trusts : The grantor trusts described in Section 2.07 hereof.

Included Mortgage Loan : With respect to any Distribution Date, any Mortgage Loan with a Stated Principal Balance greater than zero as of the preceding Distribution Date (or, in the case of the first Distribution Date, the Initial Mortgage Loans); provided, however, that no Subsequent Mortgage Loan as to which the Subsequent Cut-Off Date is on or after the Due Date in the related Due Period shall be treated as an Included Mortgage Loan for such Distribution Date.

Initial Adjustment Date : As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

Initial Certificate Notional Amount : With respect to the Class S Certificates, the notional amount of such Certificates on the Closing Date as set forth in Section 6.01 hereof.

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Initial Certificate Principal Balance : With respect to any Certificate, the Certificate Principal Balance of such Certificate or any predecessor Certificate on the Closing Date as set forth in Section 6.01 hereof.

Initial Certification : As defined in Section 2.02.

Initial ES Strip : For any Distribution Date, an amount equal to the product of (x) the Stated Principal Balance of the Mortgage Loans as of the immediately preceding Distribution Date and (y) the excess of the Servicing Fee Rate over the SLS Servicing Fee Rate as of the Closing Date.

Initial Mortgage Loans : The Mortgage Loans included in the Trust Fund as of the Closing Date.

Initial Mortgage Rate : As to each Mortgage Loan, the Mortgage Rate in effect prior to the Initial Adjustment Date.

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect with respect to such Mortgage Loan, including any replacement policy or policies for any insurance policies.

Insurance Proceeds : Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy or any other insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, the Servicer or the Trustee under the deed of trust and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.

Insured Expenses : Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Carry Forward Amount : Any of the Class A-1A Interest Carry Forward Amount, the Class A-1B Interest Carry Forward Amount, the Class A-1C Interest Carry Forward Amount, the Class S Interest Carry Forward Amount, the Class M-1 Interest Carry Forward Amount, the Class M-2 Interest Carry Forward Amount, the Class M-3 Interest Carry Forward Amount, the Class M-4 Interest Carry Forward Amount, the Class M-5 Interest Carry Forward Amount, the Class M-6 Interest Carry Forward Amount, the Class B-1 Interest Carry Forward Amount, the Class B-2 Interest Carry Forward Amount, the Class B-3 Interest Carry Forward Amount, the Class B-4 Interest Carry Forward Amount the Class B-5 Interest Carry Forward Amount or the Class B-6 Interest Carry Forward Amount, as the case may be.

Interest Determination Date : With respect to the Class A, Class M and Class B Certificates, (i) for any Accrual Period other than the first Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period and (ii) for the first Accrual Period, April 15, 2005.

Interest Funds : With respect to any Distribution Date, the sum, without duplication, of (1) all scheduled interest due during the related Due Period and received before the related Servicer Remittance Date or advanced on or before the related Servicer Remittance Date less the Administration Fee, (2) all Advances relating to interest with respect to the Mortgage Loans, less unreimbursed Advances due to the Servicer with respect to such Mortgage Loans, (3) all Compensating Interest with respect to the Mortgage Loans, (4) Liquidation Proceeds with respect to the Mortgage Loans (to the extent such Liquidation Proceeds relate to interest) collected during the related Prepayment Period, (5) proceeds received by the Servicer resulting from any purchase pursuant to Sections 2.02, 2.03 or 10.01 (to the extent such proceeds relate to interest) less (A) all Non-Recoverable Advances relating to interest and (B) other amounts

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reimbursable to the Servicer, the Backup Servicer, the Servicing Administrator, the Securities Administrator and the Trustee pursuant to this Agreement and allocable to interest and (6) the amount of any Required Withdrawal from the Capitalized Interest Account with respect to such Distribution Date.

Investment Letter : As defined in Section 6.02(a) hereof.

JPMorgan : JPMorgan Chase Bank N.A., or its successor in interest.

Last Scheduled Distribution Date : The Distribution Date in November 2035.

Latest Possible Maturity Date : The first Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date.

Lender : As defined in Section 5.02(a) hereof.

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

Liquidated Loan : With respect to any Distribution Date, a defaulted Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale or other realization as provided by applicable law governing the real property subject to the related Mortgage and any security agreements and as to which the Servicer has certified (in accordance with Section 3.12) in the related Prepayment Period that it has received all amounts it expects to receive in connection with such liquidation including the final disposition of the related REO Property (exclusive of any possibility of a deficiency judgment).

Liquidation Proceeds : Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of Mortgage Loans, whether through trustee’s sale, foreclosure sale, sale by the Servicer pursuant to this Agreement or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Advances, the Servicing Fee, Servicing Advances and any other expenses related to such Mortgage Loan.

Loan-to-Value Ratio : With respect to any Mortgage Loan, the original principal balance of such Mortgage Loan divided by the Collateral Value of the related Mortgaged Property.

Losses : Any losses, claims, damages, liabilities or expenses collectively.

Lower Collar : With respect to each Distribution Date, the applicable per annum rate set forth under the heading “Lower Collar” in the One-Month LIBOR Cap Table herein.

LPMI Insurer : The primary mortgage insurer insuring an LPMI Loan.

LPMI Loan : A Mortgage Loan covered by an LPMI Policy, as set forth in the Mortgage Loan Schedule or otherwise identified to a Servicer in writing.

LPMI Policy : A policy of primary mortgage insurance issued by a LPMI Insurer pursuant to which the related premium is to be paid by a Servicer from payments of interest made by the Mortgagor.

Margin : Any of the Class A-1A Margin, the Class A-1B Margin, the Class A-1C Margin, the Class M-1 Margin, the Class M-2 Margin, the Class M-3 Margin, the Class M-4 Margin, the Class M-5 Margin, the Class M-6 Margin, the Class B-1 Margin, the Class B-2 Margin, the Class B-3 Margin, the Class B-4 Margin, the Class B-5 Margin and the Class B-6 Margin.

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Maximum Rate Cap : With respect to any of the Class A, Class M and Class B Certificates and any Distribution Date, the product of (I) 12 times the quotient obtained by dividing (x) the aggregate scheduled interest that would have been due on the Included Mortgage Loans during the related Due Period had the Adjustable Rate Mortgage Loans provided for interest at their respective maximum lifetime Mortgage Rates and the Fixed Rate Mortgage Loans provided for interest at their respective Mortgage Rates, less the Administration Fee for such Distribution Date, divided by (y) the Outstanding Principal Balances of the Included Mortgage Loans for such Distribution Date and (II) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

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

MERS Loan : Any Mortgage Loan registered with MERS on the MERS System.

MERS System : The system of recording transfers of mortgages electronically maintained by MERS.

MIN : The loan number for any MERS Loan.

Minimum Required Overcollateralization Amount : An amount equal to the product of (x) 0.50% and (y) the sum of (x) the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (y) the Original Pre-Funded Amount.

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

Monthly Statement : The statement delivered to the Certificateholders pursuant to Section 5.06.

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

Mortgage : With respect to a Mortgage Loan, the mortgage, deed of trust or other instrument creating a second lien or a second priority ownership interest in an estate in fee simple in real property securing a Mortgage Note.

Mortgage File : The mortgage documents listed in Section 2.01 hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee or the Custodian to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loans : Such of the mortgage loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property and, following the related Subsequent Mortgage Loan Transfer Dates, any Subsequent Mortgage Loan delivered pursuant to a Subsequent Transfer Instrument), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. Any mortgage loan that was intended by the parties hereto to be transferred to the Trust Fund as indicated by such Mortgage Loan Schedule which is in fact not so transferred for any reason shall continue to be a Mortgage Loan hereunder until the Purchase Price with respect thereto has been paid to the Trust Fund.

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Mortgage Loan Schedule : The list of Mortgage Loans (as from time to time amended by the Trustee to reflect the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the provisions of this Agreement and as supplemented by each schedule of Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Exhibit B, setting forth the following information with respect to each Mortgage Loan:

Mortgage Note : The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan and all amendments, modifications and attachments thereto.

Mortgage Pool : The aggregate of the Mortgage Loans identified in the Mortgage Loan Schedule.

Mortgaged Property : The underlying property securing a Mortgage Loan.

Mortgage Rate : The annual rate of interest borne by a Mortgage Note from time to time.

Mortgagor : The obligor on a Mortgage Note.

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Net Mortgage Rate : As to each Mortgage Loan, and at any time, the per annum rate equal to the then current Mortgage Rate less the Servicing Fee Rate, the Securities Administrator Fee Rate and the Credit Risk Manager Fee Rate.

Net Rate : The Net WAC multiplied by 30 and divided by the actual number of days in the applicable Accrual Period.

Net WAC : As of any Distribution Date, a per annum rate equal to 12 times the quotient obtained by dividing (x) the excess of (i) the total scheduled interest on the Included Mortgage Loans for the related Due Period over (ii) the Administration Fee for such Distribution Date by (y) the Outstanding Principal Balances of the Included Mortgage Loans for such Distribution Date.

Non-Recoverable Advance : With respect to any Mortgage Loan, any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not or, in the case of a current delinquency, would not, be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or other proceeds of such to the Mortgage Loan.

Non-Recoverable Servicing Advance : With respect to any Mortgage Loan, any portion of a Servicing Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not or, in the case of a current Servicing Advance, would not, be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or other proceeds of such to the Mortgage Loans.

Non-Supported Interest Shortfall : As defined in Section 5.03 hereof.

Notices : As defined in Section 9.01 hereof.

Offered Certificates : The Class A, Class S, Class M, Class B-1, Class B-2 and Class B-3 Certificates.

Officer’s Certificate : A certificate (1) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a vice president (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Depositor, the Servicing Administrator, the Servicer, the Backup Servicer or the Securities Administrator (or any other officer customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with a particular subject) or (2), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor, the Servicing Administrator, the Servicer, the Backup Servicer, the Securities Administrator or the Trustee, as the case may be, as required by this Agreement.

One-Month LIBOR : With respect to any Accrual Period, the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of (a) the offered rates for one-month United States dollar deposits, as such rates appear on Telerate page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date or (b) if such rate does not appear on Telerate Page 3750 as of 11:00 a.m. (London time), the offered rates of the Reference Banks for one-month United States dollar deposits, as such rates appear on the Reuters Screen LIBOR Page, as of 11:00 a.m. (London time) on such Interest Determination Date. If One-Month LIBOR is determined pursuant to clause (b) above, on each Interest Determination Date, One-Month LIBOR for the related Accrual Period will be established by the Securities Administrator as follows:

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Opinion of Counsel : A written opinion of counsel, who may be counsel for the Depositor, the Servicing Administrator, the Servicer, the Backup Servicers or the Securities Administrator, reasonably acceptable to each addressee of such opinion; provided, however, that with respect to Section 6.04 or 10.01, or the interpretation or application of the REMIC Provisions, such counsel must (1) in fact be independent of the Depositor, the Servicing Administrator, the Servicer, the Backup Servicers or the Securities Administrator, (2) not have any direct financial interest in the Depositor, the Servicing Administrator, the Servicer or the Securities Administrator or in any affiliate of any, and (3) not be connected with the Depositor, the Servicing Administrator, the Servicer, the Backup Servicer or Securities Administrator as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. The cost of any Opinion of Counsel shall not be at the expense of the Trustee, Servicing Administrator or Securities Administrator.

Optional Termination : The termination of the trust hereunder pursuant to clause (a) of Section 10.01 hereof.

Optional Termination Date : The Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amount.

Optional Termination Price : As of any Distribution Date on or after the Optional Termination Date, an amount equal to the sum of (A) the Aggregate Certificate Principal Balance, plus accrued interest on the Certificates and the Class X Distributable Amount, (B) any unreimbursed out-of-pocket costs and expenses owed to the Securities Administrator, the Trustee and the Servicer and any unreimbursed Advances, Servicing Advances and Administration Fees (including any costs and expenses incurred in connection with the Optional Terminations) and (C) any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation relating to any of the Mortgage Loans of any predatory or abusive lending law.

Original Pre-Funded Amount : The amount deposited by the Depositor in the Pre-Funding Account on the Closing Date from the proceeds of the issuance of the Certificates, which amount is $51,310,808.

OTS : The Office of Thrift Supervision.

Outstanding : With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except: (1) Certificates theretofore canceled by the Securities Administrator or delivered to the Securities Administrator for cancellation; and (2) Certificates in exchange for which or in lieu of which other Certificates have been executed by the Securities Administrator and delivered by the Securities Administrator pursuant to this Agreement.

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Outstanding Mortgage Loan : As of any Distribution Date, a Mortgage Loan with a Stated Principal Balance greater than zero that was not the subject of a Principal Prepayment in full, and that did not become a Liquidated Loan, each prior to the end of the related Due Period.

Outstanding Principal Balance : As of any Distribution Date and with respect to any Included Mortgage Loan, the Stated Principal Balance of such Included Mortgage Loan as of the immediately preceding Distribution Date (or, if later, as of the Cut-Off Date, or Subsequent Cut-Off Date, as the case may be).

Overcollateralization Amount : As of any date of determination, the excess of (1) the sum of the Stated Principal Balance of the Mortgage Loans and the amount on deposit in the Pre-Funding Account (disregarding income or loss on investments of amounts on deposit in the Pre-Funding Account) over (2) the Certificate Principal Balance of the Certificates.

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

Pass-Through Rate : With respect to the Class A-1A Certificates, the Class A-1A Pass-Through Rate; with respect to the Class A-1B Certificates, the Class A-1B Pass-Through Rate; with respect to the Class A-1C Certificates, the Class A-1C Pass-Through Rate; with respect to the Class S Certificates, the Class S Pass-Through Rate; with respect to the Class M-1 Certificates, the Class M-1 Pass-Through Rate; with respect to the Class M-2 Certificates, the Class M-2 Pass-Through Rate; with respect to the Class M-3 Certificates, the Class M-3 Pass-Through Rate; with respect to the Class M-4 Certificates, the Class M-4 Pass-Through Rate; with respect to the Class M-5 Certificates, the Class M-5 Pass-Through Rate; with respect to the Class M-6 Certificates, the Class M-6 Pass-Through Rate; with respect to the Class B-1 Certificates, the Class B-1 Pass-Through Rate; with respect to the Class B-2 Certificates, the Class B-2 Pass-Through Rate; with respect to the Class B-3 Certificates, the Class B-3 Pass-Through Rate; with respect to the Class B-4 Certificates, the Class B-4 Pass-Through Rate; with respect to the Class B-5 Certificates, the Class B-5 Pass-Through Rate; and, with respect to the Class B-6 Certificates, the Class B-6 Pass-Through Rate.

Percentage Interest : With respect to:

Permitted Activities : The primary activities of the trust created pursuant to this Agreement which shall be:

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enhancement and passive derivative financial instruments that pertain to beneficial interests issued or sold to parties other than the Depositor, its Affiliates, or its agents;

Permitted Investments : At any time, any one or more of the following obligations and securities:

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provided, that no such instrument shall be a Permitted Investment if such instrument (i) evidences the right to receive interest only payments with respect to the obligations underlying such instrument, (ii) is purchased at a premium or above par or (iii) is purchased at a deep discount; provided, further, that no such instrument shall be a Permitted Investment (A) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (B) if it may be redeemed at a price below the purchase price (the foregoing clause (B) not to apply to investments in units of money market funds pursuant to clause (ix) above); and provided, further, (I) that no amount beneficially owned by any REMIC (including, without limitation, any amounts collected by the Servicer but not yet deposited in the Collection Account) may be invested in investments (other than money market funds) treated as equity interests for Federal income tax purposes,

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unless the Servicer shall receive an Opinion of Counsel, at the expense of the party requesting that such investment be made, to the effect that such investment will not adversely affect the status of the any REMIC provided for herein as a REMIC under the Code or result in imposition of a tax on the Trust Fund or any REMIC provided for herein and (II) each such investment must be a “permitted investment” within the meaning of Section 860G(a)(5) of the Code. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.

Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to a Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, and (v) a Person that is not a citizen or resident of the United States, a corporation or partnership (or other entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States or any State thereof or the District of Columbia or an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust, unless, in the case of this clause (v), such Person has furnished the transferor, the Securities Administrator and the Trustee with a duly completed Internal Revenue Service Form W-8ECI or applicable successor form. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in section 7701 of the Code. A corporation will not be treated as an instrumentality of the United States or of any State thereof for these purposes if all of its activities are subject to tax and, with the exception of the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such government unit.

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

Placement Agent : Terwin Capital LLC, a Delaware limited liability company, or its successor in interest.

Pool Stated Principal Balance : As to any Distribution Date, the sum of (i) the aggregate of the Stated Principal Balances, as of such Distribution Date, of the Mortgage Loans that were Outstanding Mortgage Loans as of such date and (ii) the Pre-Funded Amount as of such Distribution Date.

Predatory Lending Law : Section 226.32 of Regulation Z or any similar state or local law (relating to high interest rate credit lending transactions) or any federal, state or local law dealing with “high cost” or “predatory” mortgage lending.

Pre-Funded Amount : As of any date of determination, the amount on deposit in the Pre-Funding Account (not including any income, gain or loss on such amount).

Pre-Funding Account : The account established and maintained pursuant to Section 5.07.

Prepayment Assumption : A rate of prepayment, as described in the Prospectus Supplement in the definition of “Modeling Assumptions,” relating to the Certificates.

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Prepayment Interest Shortfall : With respect to any Distribution Date, for each Mortgage Loan that was the subject of a partial Principal Prepayment or a Principal Prepayment in full (other than a Principal Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03 or 10.01 hereof) during the related Prepayment Period and prior to the Due Date for such Mortgage Loan occurring during such Prepayment Period, the amount, if any, by which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Distribution Date or in the case of a partial Principal Prepayment on the amount of such prepayment exceeds (ii) the amount of interest paid or collected in connection with such Principal Prepayment.

Prepayment Penalties : Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note or Mortgage, as applicable.

Prepayment Period : As to any Distribution Date, the period commencing on the 12 ^th (or, in the case of the first Distribution Date, the 1 ^st ) day of the calendar month preceding the month in which such Distribution Date occurs and ending on the 11 ^th day of the month in which such Distribution Date occurs.

Principal Distribution Amount : With respect to each Distribution Date, the sum of (i) the Principal Funds for such Distribution Date and (ii) any Extra Principal Distribution Amount for such Distribution Date.

Principal Funds : With respect to the Mortgage Loans and any Distribution Date, the sum, without duplication, of (1) the scheduled principal due during the related Due Period and received before the related Servicer Remittance Date or advanced on or before the related Servicer Remittance Date, (2) prepayments collected on the Mortgage Loans in the related Prepayment Period, (3) the Stated Principal Balance of each Mortgage Loan that was purchased by the Depositor or the Servicer during the related Prepayment Period or, in the case of a purchase pursuant to Section 10.01, on the Business Day prior to such Distribution Date, (4) the amount, if any, by which the aggregate unpaid principal balance of any Replacement Mortgage Loan is less than the aggregate unpaid principal of the related Deleted Mortgage Loans delivered by the Seller in connection with a substitution of a Mortgage Loan pursuant to Section 2.03(c), (5) all Liquidation Proceeds collected during the related Prepayment Period (to the extent such Liquidation Proceeds related to principal), (6) all Subsequent Recoveries received during the related Due Period, (7) with respect to the Distribution Date immediately following the end of the Funding Period, any amounts in the Pre-Funding Account (as determined without regard to income or losses arising from the investment of amounts on deposit in the Pre-Funding Account) after giving effect to the purchase of any Subsequent Mortgage Loans and (8) all other collections and recoveries in respect of principal during the related Prepayment Period less (A) all Non-Recoverable Advances relating to principal with respect to the Mortgage Loans and (B) other amounts reimbursable to the Servicer, the Servicing Administrator, the Securities Administrator and the Trustee pursuant to this Agreement.

Principal Prepayment : Any Mortgagor payment or other recovery of (or proceeds with respect to) principal on a Mortgage Loan (including Mortgage Loans purchased or repurchased under Sections 2.02, 2.03, 3.12 and 10.01 hereof) that is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments shall be applied by the Servicer in accordance with the terms of the related Mortgage Note.

Prospectus Supplement : The Prospectus Supplement dated April 15, 2005 relating to the public offering of the Offered Certificates.

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PTCE 95-60 : As defined in Section 6.02(a) hereof.

PUD : A Planned Unit Development.

Purchase Price : With respect to any Mortgage Loan required to be repurchased by the Seller or the applicable Transferor, pursuant to Section 2.02 or 2.03 hereof or purchased by the Servicer pursuant to Section 3.12(c) hereof, an amount equal to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan as of the date of such purchase together with any unreimbursed Advances, Servicing Advances and Servicing Fees owed to the Servicer, (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate from (a) the date through which interest was last paid by the Mortgagor to (b) the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders and (iii) any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation or breach relating to such Mortgage Loan (including without limitation, any violation of any Predatory Lending Law).

QIB : As defined in Section 6.02(a) hereof.

Rating Agency : Each of Moody’s and S&P. If such organization or its successor is no longer in existence, “Rating Agency” shall be a nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Realized Loss : With respect to (1) a Liquidated Loan, the amount, if any, by which the Stated Principal Balance and accrued interest thereon at the Net Mortgage Rate exceeds the amount actually recovered by the Servicer with respect thereto (net of reimbursement of Advances and Servicing Advances) at the time such Mortgage Loan became a Liquidated Loan or (2) with respect to a Mortgage Loan which is not a Liquidated Loan, any amount of principal that the Mortgagor is no longer legally required to pay (except for the extinguishment of debt that results from the exercise of remedies due to default by the Mortgagor).

Record Date : With respect to any Distribution Date, the close of business on the last Business Day of the month preceding the month in which the applicable Distribution Date occurs (or, in the case of the first Distribution Date, April 18, 2005).

Reference Banks : Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank, N.A., National Association and NatWest, N.A.; provided that if any of the foregoing banks are not suitable to serve as a Reference Bank, then any leading banks selected by the Securities Administrator which are engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the Reuters Screen LIBOR Page on the relevant Interest Determination Date and (iii) which have been designated as such by the Securities Administrator.

Regular Certificate : Any one of the Class A, Class M and Class B Certificates.

Regulation S : Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

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Regulation S Global Securities : The Book-Entry Regulation S Global Securities and the Definitive Regulation S Global Securities.

Related Certificates : As to the REMIC 3 A-1A Interest, the Class A-1A Certificates; as to the REMIC 3 A-1B Interest, the Class A-1B Certificates; as to the REMIC 3 A-1C Interest, the Class A-1C Certificates; as to the REMIC 3 B1 Interest, the Class B-1 Certificates; as to the REMIC 3 B2 Interest, the Class B-2 Certificates; as to the REMIC 3 B3 Interest, the Class B-3 Certificates; as to the REMIC 3 B4 Interest, the Class B-4 Certificates; as to the REMIC 3 B5 Interest, the Class B-5 Certificates; as to the REMIC 3 B6 Interest, the Class B-6 Certificates; as to the REMIC 3 M1 Interest, the Class M-1 Certificates; as to the REMIC 3 M2 Interest, the Class M-2 Certificates; as to the REMIC 3 M3 Interest, the Class M-3 Certificates; as to the REMIC 3 M4 Interest, the Class M-4 Certificates; as to the REMIC 3 M5 Interest, the Class M-5 Certificates and as to the REMIC 3 M6 Interest, the Class M-6 Certificates; as to the Class LT2-A-1A Interest, the Class A-1A Certificates; as to the Class LT2-A-1B Interest, the Class A-1B Certificates; as to the Class LT2-A-1C Interest, the Class A-1C Certificates; as to the Class LT2-B1 Interest, the Class B-1 Certificates; as to the Class LT2-B2 Interest, the Class B-2 Certificates; as to the Class LT2-B3 Interest, the Class B-3 Certificates; as to the Class LT2-B4 Interest, the Class B-4 Certificates; as to the Class LT2-B5 Interest, the Class B-5 Certificates; as to the Class LT2-B6 Interest, the Class B-6 Certificates; as to the Class LT2-M1 Interest, the Class M-1 Certificates; as to the Class LT2-M2 Interest, the Class M-2 Certificates; as to the Class LT2-M3 Interest, the Class M-3 Certificates; as to the Class LT2-M4 Interest, the Class M-4 Certificates; as to the Class LT2-M5 Interest, the Class M-5 Certificates; and as to the Class LT2-M6 Interest, the Class M-6 Certificates.

Relief Act : The Servicemembers Civil Relief Act.

REMIC : A “real estate mortgage investment conduit” within the meaning of section 860D of the Code. References herein to “the REMICs” or “a REMIC” shall mean any of or, as the context requires, all of REMIC 1, REMIC 2 and REMIC 3.

REMIC 1 : As described in the Preliminary Statement and Section 2.07.

REMIC 1 Interests : Each of the Class LT1-A-1A Interest, the Class LT1-A-1B Interest, the Class LT1-A-1C Interest, the Class LT1-B1 Interest, the Class LT1-B2 Interest, the Class LT1-B3 Interest, the Class LT1-B4 Interest, the Class LT1-B5 Interest, the Class LT1-B6 Interest, the Class LT1-M1 Interest, the Class LT1-M2 Interest, the Class LT1-M3 Interest, the Class LT1-M4 Interest, the Class LT1-M5 Interest, the Class LT1-M6 Interest, the Class LT1-X Interest and the Class LT1-R Interest.

REMIC 1 Marker Interests : Each REMIC 1 Regular Interest other than the Class LT1-X Interest.

REMIC 1 Regular Interests : Each REMIC 1 Interest other than the Class LT1-R Interest.

REMIC 2 : As described in the Preliminary Statement and Section 2.07.

REMIC 2 Interests : Each of the Class LT2-A-1A Interest, the Class LT2-A-1B Interest, the Class LT2-A-1C Interest, the Class LT2-B1 Interest, the Class LT2-B2 Interest, the Class LT2-B3 Interest, the Class LT2-B4 Interest, the Class LT2-B5 Interest, the Class LT2-B6 Interest, the Class LT2-M1 Interest, the Class LT2-M2 Interest, the Class LT2-M3 Interest, the Class LT2-M4 Interest, the Class LT2-M5 Interest, the Class LT2-M6 Interest, the Class LT2-X Interest and the Class LT2-R Interest.

REMIC 2 Regular Interests : Each REMIC 2 Interest other than the Class LT2-R Interest.

REMIC 3: As described in the Preliminary Statement and Section 2.07.

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REMIC 3 A-1A Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class A-1A Margin and (ii) the Net Rate.

REMIC 3 A-1B Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class A-1B Margin and (ii) the Net Rate.

REMIC 3 A-1C Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class A-1C Margin and (ii) the Net Rate.

REMIC 3 B1 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-1 Margin and (ii) the Net Rate.

REMIC 3 B2 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B2 Margin and (ii) the Net Rate.

REMIC 3 B3 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-3 Margin and (ii) the Net Rate.

REMIC 3 B4 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-4 Margin and (ii) the Net Rate.

REMIC 3 B5 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-5 Margin and (ii) the Net Rate.

REMIC 3 B6 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-6 Margin and (ii) the Net Rate.

REMIC 3 M1 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-1 Margin and (ii) the Net Rate.

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REMIC 3 M2 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-2 Margin and (ii) the Net Rate.

REMIC 3 M3 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-3 Margin and (ii) the Net Rate.

REMIC 3 M4 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-4 Margin and (ii) the Net Rate.

REMIC 3 M5 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-5 Margin and (ii) the Net Rate.

REMIC 3 M6 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-6 Margin and (ii) the Net Rate.

REMIC 3 Interests : Each of the REMIC 3 A-1A Interest, the REMIC 3 A-1B Interest, the REMIC 3 A-1C Interest, the REMIC 3 B1 Interest, the REMIC 3 B2 Interest, the REMIC 3 B3 Interest, the REMIC 3 B4 Interest, the REMIC 3 B5 Interest, the REMIC 3 B6 Interest, the REMIC 3 M1 Interest, the REMIC 3 M2 Interest, the REMIC 3 M3 Interest, the REMIC 3 M4 Interest, the REMIC 3 M5 Interest, the REMIC 3 M6 Interest, the REMIC 3 X Interest, each of the REMIC 3 S Components and the REMIC 3 Residual Interest.

REMIC 3 Regular Interests : Each of the REMIC 3 Interests other than the REMIC 3 Residual Interest.

REMIC 3 Residual Interest : The sole class of “residual interest” in REMIC 3.

REMIC 3 S Components : Each of the REMIC 3 SA-1A Component, the REMIC 3 SA-1B Component and the REMIC 3 SA-1C Component.

REMIC 3 SA-1A Component : An interest-only “regular interest” in REMIC 3 entitled to the interest, if any, that accrues on the Class LT2-A-1A Interest at a rate in excess of One-Month LIBOR plus the Class A-1A Margin. The REMIC 3 SA-1A Component is represented by the Class S Certificates.

REMIC 3 SA-1B Component : An interest-only “regular interest” in REMIC 3 entitled to the interest, if any, that accrues on the Class LT2-A-1B Interest at a rate in excess of One-Month LIBOR plus the Class A-1B Margin. The REMIC 3 SA-1B Component is represented by the Class S Certificates.

REMIC 3 SA-1C Component : An interest-only “regular interest” in REMIC 3 entitled to the interest, if any, that accrues on the Class LT2-A-1C Interest at a rate in excess of One-Month LIBOR plus the Class A-1C Margin. The REMIC 3 SA-1C Component is represented by the Class S Certificates.

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REMIC 3 X Interest: An uncertificated regular interest in REMIC 3 with an initial principal balance equal to the excess of (i) the sum of (x) the Cut-off Date Principal Balance of the Initial Mortgage Loans and (y) the Original Pre-Funded Amount over (ii) the aggregate Certificate Principal Balance of the Class A, Class M and Class B Certificates and bearing interest on a notional amount equal to the aggregate principal balance of the REMIC 1 Regular Interests outstanding at the beginning of the related Accrual Period at a rate equal to the REMIC 3 X Interest Rate (such amount representing 100% of the interest accrued on the Class LT2-X Interest). The REMIC 3 X Interest will not include any obligation to make any payments in respect of the deemed interest rate cap contracts described in Section 2.07 or any right to receive amounts distributable to the Class X Certificates pursuant to Section 5.05(i).

REMIC 3 X Interest Rate : For any Distribution Date, the excess, if any, of (a) the weighted-average of the interest rates on the REMIC 1 Regular Interests over (b) two times the weighted average of the interest rates on the REMIC 1 Regular Interests (treating for purposes of this clause (b) the interest rate on each of the REMIC 1 Marker Interests as capped at the interest rate on the Corresponding REMIC 2 Interest and treating the interest rate on the Class LT1-X Interest as capped at zero). The averages described in the preceding sentence shall be weighted on the basis of the respective principal balances of the REMIC 1 Regular Interests immediately prior to such Distribution Date.

REMIC Pass-Through Rate : The Pass-Through Rate for a Class of Related Certificates calculated by replacing “Available Funds Cap” in such definition with “Net Rate.”

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

REMIC Regular Interest : Any REMIC 3 Regular Interest.

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

Replacement Mortgage Loan : A Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit I (1) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of the Stated Principal Balance of the Deleted Mortgage Loan (provided that if such Stated Principal Balance is less the Stated Principal Balance of the Deleted Mortgage Loan, the Seller must also deposit the Substitution Adjustment Amount along with Replacement Mortgage Loan); (2) with respect to any Mortgage Loan, have a Mortgage Rate not less than or no more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (3) have a similar or higher FICO score or credit grade than that of the Deleted Mortgage Loan; (4) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (5) have a remaining term to maturity no greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (6) provide for a prepayment charge on terms substantially similar to those of the prepayment charge, if any, of the Deleted Mortgage Loan; (7) have the same lien priority as the Deleted Mortgage Loan; (8) constitute the same occupancy type as the Deleted Mortgage Loan; and (9) comply with each representation and warranty set forth in Section 2.03 hereof.

Request for Release : The Request for Release of Documents submitted by the Servicer to the Trustee, substantially in the form of Exhibit I hereto.

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Required Insurance Policy : With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

Required Loss Percentage : For any Distribution Date, the applicable percentage for such Distribution Date set forth in the following table:

Required Percentage : As of any Distribution Date following a Stepdown Date, the quotient of (1) the excess of (A) the Stated Principal Balances of the Mortgage Loans as of such Distribution Date, over (B) the Certificate Principal Balance of the most senior Class of Certificates outstanding, prior to giving effect to distributions to be made on such Distribution Date and (2) the Stated Principal Balance of the Mortgage Loans as of such Distribution Date.

Required Withdrawal : With respect to each Distribution Date on or prior to the Distribution Date in June 2005, an amount equal to the product of (i) the amount on deposit in the Pre-Funded Account (as determined without regard to income from investments of amounts on deposit in the Pre-Funding Account and without losses on such investments) as of the close of the preceding calendar month (or, if such date would be prior to the Closing Date, the Original Pre-Funded Amount) and (ii) the Net WAC for such Distribution Date.

Reserve Interest Rate : With respect to any Interest Determination Date, the rate per annum that the Securities Administrator determines to be (1) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 0.03125%) of the one-month United States dollar lending rates which New York City banks selected by the Securities Administrator are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (2) in the event that the Securities Administrator can determine no such arithmetic mean, the lowest one-month United States dollar lending rate which New York City banks selected by the Securities Administrator are quoting on such Interest Determination Date to leading European banks.

Responsible Officer : When used with respect to the Servicer, any officer of the Servicer with direct responsibility for the administration of this Agreement and also means any other officer to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and

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familiarity with the particular subject. When used with respect to the Trustee, any Managing Director, any Director, Vice President, any Assistant Vice President, any Associate, any Assistant Secretary, any trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, the matter is referred because of the officer’s knowledge of and familiarity with the particular subject and who has direct responsibility for the administration of this Agreement. When used with respect to the Securities Administrator, any Vice President, any Managing Director, any Director, any associate, any Assistant Vice President, any Assistant Secretary, any Trust Officer or any other officer or employee of the Securities Administrator customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject and in each case who shall have direct responsibility for the administration of this Agreement.

Reuters Screen LIBOR Page : The display designated as page “LIBOR” on the Reuters Monitor Money Rates Service (or such other page as may replace such LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks.

Rolling Three Month Delinquency : For any Distribution Date will be the fraction, expressed as a percentage, equal to the average of the related delinquency rates for each of the three (or one and two, in the case of the first and second Distribution Dates) immediately preceding months.

Rule 144A Letter : As defined in Section 6.02(a) hereof.

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

Sale Agreement : The Mortgage Loan Sale and Assignment Agreement dated as of April 1, 2005 between the Depositor and the Seller.

Scheduled Payment : The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan.

Section 302 Requirements : Any rules or regulations promulgated pursuant to the Sarbanes-Oxley Act of 2002 (as such may be amended from time to time).

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

Securities Administrator : JPMorgan or its successor in interest.

Securities Administrator Fee : As to any Distribution Date and each Mortgage Loan, an amount equal to the product of the applicable Securities Administrator Fee Rate and the outstanding Stated Principal Balance of such Mortgage Loan as of the preceding Distribution Date.

Securities Administrator Fee Rate : 0.01% per annum.

Seller : Terwin Advisors LLC, a Delaware limited liability company, or its successor in interest.

Servicer : Specialized Loan Servicing, LLC, a Delaware limited liability company and its successors and assigns.

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Servicer Advance Date : As to any Distribution Date, the related Servicer Remittance Date.

Servicer’s Assignee : As defined in Section 10.14(a) hereof.

Servicer Data Remittance Date : With respect to any Mortgage Loan and any Distribution Date, the 10 ^th day of the calendar month in which such Distribution Date occurs, or if such 10 ^th day is not a Business Day, the Business Day immediately succeeding such 10 ^th day.

Servicer Remittance Date : With respect to any Mortgage Loan and any Distribution Date, the 18 ^th day of the calendar month in which the related Distribution Date occurs or, if such 18 ^th day is not a Business Day, the Business Day immediately preceding such 18 ^th day.

Servicer Withdrawals : As defined in Section 3.08(a) hereof.

Servicing Administrator : JPMorgan.

Servicing Administrator Collection Account : The account established and maintained by the Servicing Administrator in accordance with Section 3.05.

Servicing Administrator Remittance Date : With respect to any Mortgage Loan and any Distribution Date, the day that is two (2) Business Days prior to the related Distribution Date.

Servicing Administrator Withdrawals : As defined in Section 3.08(b) hereof.

Servicing Advances : All customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by the Servicer of its servicing obligations hereunder, including, but not limited to, the cost of (1) the preservation, restoration and protection of a Mortgaged Property, including without limitation advances in respect of real estate taxes and assessments, (2) any collection, enforcement or judicial proceedings, including without limitation foreclosures, collections and liquidations, (3) the conservation, management, sale and liquidation of any REO Property and (4) compliance with the obligations under Section 3.10.

Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount payable to or retained by the Servicer equal to the product of (x) the SLS Servicing Fee Rate and (y) the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Distribution Date.

Servicing Fee Rate : As to any Mortgage Loan, 0.50% per annum.

Servicing Officer : Any officer of the Servicer or the Servicing Administrator involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Securities Administrator, the Backup Servicer and the Trustee by the Servicer on the Closing Date pursuant to this Agreement, as such lists may from time to time be amended.

Servicing Rights Owner : Terwin Advisors LLC, or its transferee or assignee, in its capacity as owner of the servicing rights with respect to the Mortgage Loans.

Servicing Rights Pledgee : The entity designated by the Servicing Rights Owner pursuant to Section 7.04.

Servicing Transfer Costs : In the event that the Servicer does not reimburse the Securities Administrator under this Agreement, all costs associated with the transfer of servicing from the

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predecessor Servicer, including, without limitation, any costs or expenses associated with the termination of the predecessor Servicer, the appointment of a successor servicer, the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Securities Administrator or any successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Securities Administrator or successor servicer to service the Mortgage Loans properly and effectively.

SFAS 140 : Statement of Financial Accounting Standard No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities dated September 2000, published by the Financial Accounting Standards Board of the Financial Accounting Foundation.

Similar Law : As defined in Section 6.02(a) hereof.

SLS : Specialized Loan Servicing, LLC, a Delaware limited liability company, and its successors and assigns.

SLS Cross Default : An SLS Cross Default shall have occurred if SLS is terminated as servicer under two or more pooling and servicing agreements to which SLS is a party and pursuant to which it is servicing Mortgage Loans, other than this Agreement, as a result of an event of default by SLS thereunder.

SLS Event of Termination : As defined in Section 8.05 thereof.

SLS Financial Trigger Event : An SLS Financial Trigger Event shall have occurred if there is a default by SLS of any financial covenants contained in Article VII (other than those in Section 7.3) of the Receivables Loan Agreement, dated as of March 1, 2004, as may be amended from time to time, by and between SLS Funding, LLC, a Delaware limited liability company, as borrower, SLS, as collection agent, Wachovia Bank National Association, as a lender, GreenPoint Bank, as a lender and Wachovia Capital Markets, LLC, as deal agent for the lenders.

SLS Servicing Fee Rate : As to each Mortgage Loan and any Distribution Date while SLS is the Servicer, means the per annum rate specified in the Letter Agreement dated the Closing Date among SLS, the Depositor and the Trustee (provided that such rate does not exceed the Servicing Fee Rate) and as to each Mortgage Loan and any Distribution Date while SLS is no longer the Servicer, the per annum rate specified in an agreement among the Depositor, the Seller, the Trustee, the Securities Administrator and the successor servicer.

SLS Servicing Tape : As defined in Section 3.30 hereof.

SPV : As defined in Section 5.02(a) hereof.

Startup Day : As defined in Section 2.07 hereof.

Stated Principal Balance : With respect to any Mortgage Loan or related REO Property (1) as of the Cut-off Date (or Subsequent Cut-off Date with respect to Subsequent Mortgage Loans), the Cut-off Date Principal Balance thereof (or Subsequent Cut-off Date Principal Balance thereof with respect to Subsequent Mortgage Loans), and (2) as of any Distribution Date, such Cut-off Date Principal Balance or Subsequent Cut-off Date Principal Balance (as the case may be), minus the sum of (A) the principal portion of the Scheduled Payments (x) due with respect to such Mortgage Loan during each Due Period ending prior to such Distribution Date and (y) that were received by the Servicer as of the close of business on the Determination Date related to such Distribution Date or with respect to which Advances were made on the Servicer Advance Date prior to such Distribution Date and (B) all Principal

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Prepayments with respect to such Mortgage Loan received on or prior to the last day of the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the Servicer as recoveries of principal in accordance with Section 3.12 with respect to such Mortgage Loan, that were received by the Servicer as of the close of business on the last day of the related Due Period. Notwithstanding the foregoing, the Stated Principal Balance of a Liquidated Loan shall be deemed to be zero.

Stepdown Date : The later to occur of (1) the Distribution Date in May 2008 or (2) the first Distribution Date on which (A) the Class A Certificate Principal Balance (reduced by the Principal Funds with respect to such Distribution Date) is less than or equal to (B) 60.60% of the Stated Principal Balances of the Mortgage Loans as of such Distribution Date.

Subordinated Certificates : The Class M and Class B Certificates.

Subsequent Cut-off Date Principal Balance : As to any Subsequent Mortgage Loan, the unpaid principal balance thereof as of the close of business on the calendar day immediately preceding the Subsequent Cut-off Date after application of all payments of principal due on or prior to the Subsequent Cut-off Date, whether or not received, and all Principal Prepayments received prior to the Subsequent Cut-off Date, but without giving effect to any installments of principal received in respect of Due Dates after the Subsequent Cut-off Date.

Subsequent Cut-off Date : With respect to those Subsequent Mortgage Loans sold to the Trust Fund pursuant to a Subsequent Transfer Instrument, the first day of the month in which the related Subsequent Transfer Date occurs.

Subsequent Mortgage Loan : A Mortgage Loan sold by the Depositor to the Trust Fund pursuant to Section 2.11, such Mortgage Loan being identified on the Mortgage Loan Schedule attached to a Subsequent Transfer Instrument, all of which shall be “qualified mortgages” within the meaning of Section 860G(a)(3)(A) of the Code (as determined without regard to Treasury Regulations Section 1.860G-2(a)(3)(iii) or any similar rule that treats a defective obligation as a “qualified mortgage” for a temporary period).

Subsequent Mortgage Loan Purchase Agreement : The agreement between the Depositor and the Mortgage Loan Seller regarding the transfer of the Subsequent Mortgage Loans by the Seller to the Depositor.

Subsequent Recovery : Any amount received on a Mortgage Loan subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage Loan.

Subsequent Transfer Date : With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent Mortgage Loans are sold to the Trust Fund.

Subsequent Transfer Instrument : Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Depositor and acknowledged by the Trustee substantially in the form of Exhibit M, by which Subsequent Mortgage Loans are sold to the Trust Fund.

Subservicer : As defined in Section 3.02(a) hereof.

Subservicing Agreement : As defined in Section 3.02(a) hereof.

Substitution Adjustment Amount : The meaning ascribed to such term pursuant to Section 2.03(c).

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Targeted Overcollateralization Amount : The product of (i) 0.50% and (ii) the sum of (x) the Cut-off Date Principal Balance of the Initial Mortgage Loans and (y) the Original Pre-Funded Amount.

Tax Matters Person : The Person designated as “tax matters person” in the manner provided under Treasury regulation Section 1.860F-4(d) and Treasury regulation Section 301.6231(a)(7)-1.

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

Transfer Affidavit : As defined in Section 6.02(b)(ii) hereof.

Transfer Agreement : Any document pursuant to which the Seller acquired any Mortgage Loan from the originator of such Mortgage Loan.

Transferor : Any originator of a Mortgage Loan.

Transferor Certificate : As defined in Section 6.02(a) hereof.

Trigger Event : With respect to the Certificates after the Stepdown Date, a Distribution Date on which (1) the quotient of (A) the aggregate Stated Principal Balance of all Mortgage Loans which are 60 or more days Delinquent measured on a rolling three month basis (including, for the purposes of this calculation, Mortgage Loans in foreclosure and REO Properties) and (B) the Stated Principal Balance of the Mortgage Loans as of the last day of the preceding calendar month plus the Pre-Funded Amount allocable as of the such Distribution Date, equals or exceeds the product of (i) 40.25% and (ii) Required Percentage or (2) the quotient (expressed as a percentage) of (A) the aggregate Realized Losses incurred from the Cut-off Date through the last day of the calendar month preceding such Distribution Date and (B) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date exceeds the Required Loss Percentage.

Trust Fund : The corpus of the trust (the “Terwin Mortgage Trust, Series TMTS 2005-6HE”) created hereunder consisting of (i) the Mortgage Loans and all interest and principal received on or with respect thereto on and after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance thereof, exclusive of interest not required to be deposited in the Collection Account; (ii) the Collection Account, the Certificate Account, the Servicing Administrator Collection Account, the Pre-Funding Account and the Capitalized Interest Account, and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance Policies with respect to the Mortgage Loans; (v) the Cap Contract and Cap Contract Account and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property.

Trustee : U.S. Bank National Association, a national banking association, not in its individual capacity, but solely in its capacity as trustee for the benefit of the Certificateholders under this Agreement, and any successor thereto, and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee as may from time to time be serving as successor trustee hereunder.

United States Person : (i) A citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership for federal income tax purposes organized in or under the laws of the United States or any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise), (iii) an estate the income of which is includible in gross income for United States tax purposes regardless of its source or (iv) a trust if a court within the

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United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons will also be United States Persons.

Unpaid Realized Loss Amount : The Class M-1 Unpaid Realized Loss Amount, Class M-2 Unpaid Realized Loss Amount, Class M-3 Unpaid Realized Loss Amount, Class M-4 Unpaid Realized Loss Amount, Class M-5 Unpaid Realized Loss Amount, Class M-6 Unpaid Realized Loss Amount, Class B-1 Unpaid Realized Loss Amount, Class B-2 Unpaid Realized Loss Amount, Class B-3 Unpaid Realized Loss Amount, Class B-4 Unpaid Realized Loss Amount, Class B-5 Unpaid Realized Loss Amount and Class B-6 Unpaid Realized Loss Amount, collectively.

USAP Report : A report in compliance with the Uniform Single Attestation Program for Mortgage Bankers delivered in accordance with Section 3.18 or 4.15.

Voting Rights : The portion of the voting rights of all the Certificates that is allocated to any of the Certificates for purposes of the voting provisions hereunder. Voting Rights allocated to each Class of Certificates shall be allocated 98% to the Class A, Class B and Class M Certificates and 2.00% to the Class X, Class ES Certificates, with the allocation among the Class A, Class B and Class M Certificates to be in proportion to the Certificate Principal Balance of each Class relative to the Certificate Principal Balance of all other Classes. Voting Rights will be allocated among the Certificates of each such Class in accordance with their respective Percentage Interests. The Class R Certificate will have no Voting Rights.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Conveyance of Mortgage Loans .

The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and convey to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets of the Trust Fund. Such assignment includes all interest and principal received on or with respect to the Mortgage Loans, other than Subsequent Mortgage Loans, on or after the Cut-off Date (other than Scheduled Payments due on the Mortgage Loans on or before the Cut-off Date).

In connection with such assignment, the Depositor does hereby deliver to, and deposit with, the Trustee, or to the Custodian as the Trustee’s designated agent, the following documents or instruments with respect to each Mortgage Loan and the Depositor shall, in accordance with Section 2.11, deliver to, and deposit with, the Trustee or to the Custodian, as the Trustee’s agent, the following documents or instruments with respect to each Subsequent Mortgage Loan:

(A) The electronic Mortgage Loan Schedule, a copy of which has also been delivered to the Servicer, the Backup Servicer, the Servicing Administrator and the Trustee.

(B) The Original Mortgage Note endorsed in blank or, “Pay to the order of U.S. Bank National Association, as Trustee for Terwin Mortgage Trust 2005-6HE, Asset-Backed Certificates, Series 2005-6HE, without recourse” together with all riders thereto. The Mortgage Note shall include all intervening endorsements showing a complete chain of the title from the originator to the Transferor.

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(C) Except as provided below and for each Mortgage Loan that is not a MERS Loan, the original recorded Mortgage together with all riders thereto, with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with all riders thereto certified by the Transferor to be true copy of the original of the Mortgage that has been delivered for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located and in the case of each MERS Loan, the original Mortgage together with all riders thereto, noting the presence of the MIN of the Loan and either language indicating that the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded.

(D) In the case of each Mortgage Loan that is not a MERS Loan, the original Assignment of each Mortgage in blank or, to MERS or to “U.S. Bank National Association, as Trustee for Terwin Mortgage Trust 2005-6HE, Asset-Backed Certificates, Series 2005-6HE, without recourse.”

(E) The original policy of title insurance (or a preliminary title report, commitment or binder if the original title insurance policy has not been received from the title insurance company).

(F) Originals of any intervening assignments of the Mortgage, with evidence of recording thereon or, if the original intervening assignment has not yet been returned from the recording office, a copy of such assignment certified to be a true copy of the original of the assignment which has been sent for recording in the appropriate jurisdiction in which the Mortgaged Property is located.

(G) Originals of all assumption and modification agreements, if any.

If in connection with any Mortgage Loan that is not a MERS Mortgage Loan, the Depositor cannot deliver the Mortgage, Assignments of Mortgage or assumption, consolidation or modification, as the case may be, with evidence of recording thereon, if applicable, concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such Mortgage, Assignments of Mortgage or assumption, consolidation or modification, as the case may be, has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee and the Custodian written notice stating that such Mortgage or assumption, consolidation or modification, as the case may be, has been delivered to the appropriate public recording office for recordation. Thereafter, the Depositor shall deliver or cause to be delivered to the Custodian with notice to the Trustee such Mortgage, Assignments of Mortgage or assumption, consolidation or modification, as the case may be, with evidence of recording indicated thereon, if applicable, upon receipt thereof from the public recording office. To the extent any required endorsement is not contained on a Mortgage Note or an Assignment of Mortgage, the Depositor shall make or cause such endorsement to be made.

In connection with the assignment of any MERS Mortgage Loan, the Seller agrees that within 360 days of receipt of all information and documentation required by MERS it will take (or shall cause the Servicing Administrator or the Servicer to take), at the expense of the Seller (with the cooperation of the Depositor and the Trustee), such actions as are necessary to cause the MERS System to indicate that such Mortgage Loans have been assigned to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the series of the Certificates issued in connection with the transfer of such Mortgage Loans to the Trust.

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With respect to any Mortgage Loan, none of the Depositor, the Servicing Administrator, the Servicers, the Securities Administrator or the Trustee shall be obligated to cause to be recorded the Assignment of Mortgage referred to in this Section 2.01. In the event an Assignment of Mortgage is not recorded, each of the Servicing Administrator, the Seller, the Trustee, the Backup Servicer and the Servicer shall have no liability for its failure to receive and act on notices related to such Assignment of Mortgage.

The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File is vested in the Trustee on behalf of the Certificateholders. None of the Depositor, the Servicing Administrator, the Servicer nor the Securities Administrator shall take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Depositor, the Servicing Administrator, the Servicer and Securities Administrator shall respond to any third party inquiries with respect to ownership of the Mortgage Loans by stating that such ownership is held by the Trustee on behalf of the Certificateholders. The Depositor agrees to take no action inconsistent with the Trustee’s ownership of the Mortgage Loans, to promptly indicate to all inquiring parties that the Mortgage Loans have been sold and to claim no ownership interest in the Mortgage Loans.

It is the intention of this Agreement that the conveyance of the Depositor’s right, title and interest in and to the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan. If a conveyance of Mortgage Loans from the Seller to the Depositor is characterized as a pledge and not a sale, then the Depositor shall be deemed to have transferred to the Trustee all of the Depositor’s right, title and interest in, to and under the obligations of the Seller deemed to be secured by said pledge; and it is the intention of this Agreement that the Depositor shall also be deemed to have granted to the Trustee a first priority security interest in all of the Depositor’s right, title, and interest in, to and under the obligations of the Seller to the Depositor deemed to be secured by said pledge and that the Trustee shall be deemed to be an independent custodian for purposes of perfection of the security interest granted to the Depositor. If the conveyance of the Mortgage Loans from the Depositor to the Trustee is characterized as a pledge, it is the intention of this Agreement that this Agreement shall constitute a security agreement under applicable law, and that the Depositor shall be deemed to have granted to the Trustee a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Mortgage Loans, all payments of principal of or interest on such Mortgage Loans, all other rights relating to and payments made in respect of the Trust Fund, and all proceeds of any thereof. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person.

In addition to the conveyance made in the first paragraph of this Section 2.01, the Depositor does hereby convey, assign and set over to the Trustee for the benefit of the Certificateholders its rights and interests under the Sale Agreement, including the Depositor’s right, title and interest in the representations and warranties contained in the Sale Agreement, the rights in the Transfer Agreement described therein, and the benefit of the repurchase obligations and the obligation of the Seller contained in the Sale Agreement to take, at the request of the Depositor or the Trustee, all action on its part which is reasonably necessary to ensure the enforceability of a Mortgage Loan. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Sale Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto.

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It is agreed and understood by the Depositor, the Servicer and the Trustee that it is not intended that any Mortgage Loan be included in the Trust that is, without limitation, a “High-Cost Home Loan” as defined in the Home Ownership and Equity Protection Act of 1994 or any applicable anti-predatory lending laws, including but not limited to (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act, effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined in the Indiana High-Cost Home Loan Law effective January 1, 2005.

SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans .

The Trustee accepts its appointment as Trustee hereunder and, except as set forth as an exception in the exception report (the “Exception Report”) delivered with the Initial Certification (the “Initial Certification”) or the Final Certification, acknowledges the Custodian’s receipt, subject to the provisions of Section 2.01 and subject to the review described below, of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Securities Administrator within 45 Business Days of the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans).

The Trustee acknowledges receipt of the Cap Contract (a form of which is attached hereto) and is hereby instructed to enter into the Cap Contract, not in its individual capacity, but solely as Trustee for the Terwin Mortgage Trust, Series TMTS 2005-6HE.

The Trustee agrees to cause the Custodian to deliver prior to the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans) to the Depositor, the Securities Administrator, the Servicer and the Trustee an Initial Certification in the form annexed hereto as Exhibit B-1 to Exhibit Q. The Trustee shall not be under any duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face.

Not later than 70 days after the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans), the Custodial Agreement requires the Custodian to deliver to the Depositor, the Seller, the Securities Administrator and the Servicer an Interim Certification in the form annexed hereto as Exhibit B-2 to Exhibit Q, with any applicable exceptions noted thereon.

Not later than 90 days after the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans), the Custodial Agreement requires the Custodian to deliver to the Depositor, the Seller, the Securities Administrator and the Servicer a Final Certification in the form annexed hereto as Exhibit B-3 to Exhibit Q, with any applicable exceptions noted thereon.

If, in the course of such review, the Trustee is notified by the Custodian that any document constituting a part of a Mortgage File does not meet the requirements of Section 2.01, the Trustee shall cause the Custodian to list such as an exception in the Final Certification; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates.

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The Seller shall promptly correct or cure such defect within 90 days from the date it is so notified of such defect and provided with information indicating the nature of the breach and, if the Seller does not correct or cure such defect within such period, the Seller shall either (i) substitute for the related Mortgage Loan pursuant to the provisions of Section 2.03(c), or (ii) purchase such Mortgage Loan from the Trustee within 90 days from the date the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that if the cure, substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then, provided such defect does not cause such Mortgage Loan not to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code (as determined without regard to Treasury Regulations Section 1.860G-2(a)(3)(iii) or any similar rule that treats a defective obligation as a “qualified mortgage” for a temporary period) the Seller shall be given 270 days from the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans) to cure such defect or, subject to the requirements of Section 2.03(c) hereof, substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Seller’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. Any such substitution effected more than 90 days after the Closing Date shall not be effected prior to the delivery to the Custodian of the Opinion of Counsel required by Section 2.05 hereof and any substitution shall not be effected prior to the additional delivery to the Custodian of a Request for Release certifying that such Mortgage Loan is a Replacement Mortgage Loan substantially in the form of Exhibit I and the Mortgage File for any such substitute Mortgage Loan. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account on or prior to the Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit I hereto, the Custodian shall release the related Mortgage File to the Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

The Trustee shall request that the Seller correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within 90 days from the date the Seller was notified of such omission or defect and provided with information indicating the nature of the breach and, if the Seller does not correct or cure such omission or defect within such period, the Trustee shall require that the Seller purchase such Mortgage Loan from the Trust Fund within 90 days from the date the Trustee notified the Seller of such omission, defect or other irregularity and provided information indicating the nature of the breach at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account, promptly upon receipt, and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee, upon receipt of a Request for Release, shall promptly release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Seller and necessary to vest in the Seller or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders. The preceding sentence shall not, however, limit any remedies available to the Certificateholders, the Depositor, Securities Administrator or the Trustee pursuant to the Sale

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Agreement and any Transfer Agreement. The Trustee shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on their face. The Servicer, the Servicing Administrator, the Securities Administrator and the Trustee shall keep confidential the name of each Mortgagor except as required by this Agreement and the Servicer, the Servicing Administrator, the Securities Administrator and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspect of Trustee’s, the Servicer’s, the Servicing Administrator’s or the Securities Administrator’s business or that of their affiliates, (C) pursuant to any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, or arbitrator or pursuant to any arbitration to which Trustee, the Servicer, the Servicing Administrator or the Securities Administrator or any affiliate or officer, director, employer or shareholder thereof is a party or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of Trustee, the Servicer, the Servicing Administrator or the Securities Administrator having a need to know the same, provided that such Person advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Depositor or Servicing Administrator.

All of the Mortgage Files are being held by the Custodian pursuant to the Custodial Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee or the Custodian, as the Trustee’s agents with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to this Agreement shall be performed by the Custodian pursuant to the Custodial Agreement.

SECTION 2.03. Representations, Warranties and Covenants of the Depositor .

(a) The Depositor hereby represents and warrants to the Servicer, the Servicing Administrator, the Securities Administrator, the Seller and the Trustee as follows, as of the date hereof:

(i) The Depositor is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement and the Sale Agreement.

(ii) The Depositor has the full corporate power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and the Sale Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement and the Sale Agreement; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.

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(iii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in a violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor’s ability to perform or meet any of its obligations under this Agreement.

(iv) No litigation is pending, or, to the best of the Depositor’s knowledge, threatened, against the Depositor that would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Sale Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Sale Agreement in accordance with the terms hereof.

(v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of, or compliance by the Depositor with, this Agreement and the Sale Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans), and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims.

(b) The representations and warranties of each Transferor with respect to the related Mortgage Loans in the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of the Seller under the Sale Agreement, the obligations of the Seller under the Sale Agreement shall be enforced and to the extent the Seller does not fulfill its contracted obligations then the obligations of the applicable Transferor shall be enforced under any applicable representation or warranty made by it. The Trustee further acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans under any circumstances.

(c) Upon discovery by any of the Depositor, the Servicing Administrator, the Servicer, the Securities Administrator or the Trustee of a breach of any of such representations and warranties that adversely and materially affects the value of the related Mortgage Loan, prepayment charges or the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties. Within 90 days of the discovery of such breach of any representation or warranty together with information indicating the nature of the breach, the applicable Transferor or the

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Seller, as applicable, shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Trustee at the Purchase Price or (c) within the two year period following the Closing Date, substitute a Replacement Mortgage Loan for the affected Mortgage Loan. In the event of discovery of a breach of any representation and warranty of any Transferor or the Seller, the Trustee’s rights shall be enforced under the applicable Transfer Agreement and the Sale Agreement for the benefit of Certificateholders. If a breach of the representations and warranties set forth in the Transfer Agreement hereof exists solely due to the unenforceability of a prepayment charge, the Trustee or the other party having notice thereof shall notify the Servicer thereof and not seek to enforce the repurchase remedy provided for herein unless such Mortgage Loan is not current. In the event of a breach of the representations and warranties with respect to the Mortgage Loans set forth in a Transfer Agreement, the Trustee shall enforce the right of the Trust Fund to be indemnified for such breach of representation and warranty. In the event that such breach relates solely to the unenforceability of a prepayment charge, amounts received in respect of such indemnity up to the amount of such prepayment charge shall be distributed pursuant to Section 5.05(i). As provided in the Sale Agreement, if the Transferor substitutes for a Mortgage Loan for which there is a breach of any representations and warranties in the related Transfer Agreement which adversely and materially affects the value of such Mortgage Loan and such substitute mortgage loan is not a Replacement Mortgage Loan, under the terms of the Sale Agreement, the Seller will, in exchange for such substitute Mortgage Loan, (i) provide the applicable Purchase Price for the affected Mortgage Loan or (ii) within two years of the Closing Date, substitute such affected Mortgage Loan with a Replacement Mortgage Loan. Any such substitution shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit I and shall not be effected unless it is within two years of the Startup Day. The Seller indemnifies and holds the Trust Fund, the Trustee, the Securities Administrator, the Depositor, the Servicing Administrator, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Securities Administrator, the Depositor, the Servicing Administrator, the Servicer and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.03 and the Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund or any REMIC provided for herein, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup day” under Section 860G(d)(1) of the Code, or (ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. In furtherance of the foregoing, if the Transferor or the Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Transferor or the Seller, as applicable, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Transferor or the Seller, as applicable, and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations.

With respect to any Mortgage Loan repurchased by the Seller pursuant to the Sale Agreement or by any Transferor pursuant to the applicable Transfer Agreement, the principal portion of the funds received by the Securities Administrator, in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment and shall be deposited in the Certificate Account pursuant to Section 3.05. The Trustee, upon receipt of notice from the Securities Administrator of its receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan, or upon receipt of the Mortgage File for a Replacement Mortgage Loan substituted for a Deleted Mortgage Loan, shall release or cause to be released and reassign to the Seller or the applicable Transferor, as applicable, the related Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted Mortgage Loan released pursuant hereto, free and clear of all

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security interests, liens and other encumbrances created by this Agreement, which instruments shall be prepared by the Seller, and neither the Trustee nor the Securities Administrator shall have any further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan.

With respect to each Replacement Mortgage Loan to be delivered to the Trustee (or the Custodian) pursuant to the terms of this Article II in exchange for a Deleted Mortgage Loan: (i) the applicable Transferor or the Seller, as applicable, must deliver to the Trustee (or its custodian) the Mortgage File for the Replacement Mortgage Loan containing the documents set forth in Section 2.01 along with a written certification certifying as to the Mortgage Loan satisfying all requirements under the definition of Replacement Mortgage Loan and the delivery of such Mortgage File and containing the granting language set forth in Section 2.01; and (ii) the Depositor will be deemed to have made, with respect to such Replacement Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. The Custodian shall review the Mortgage File with respect to each Replacement Mortgage Loan and certify to the Depositor that all documents required by Section 2.01 have been executed and received.

For any month in which the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Seller will determine the amount (if any) by which the aggregate principal balance of all such Replacement Mortgage Loans as of the date of substitution and the aggregate prepayment penalties with respect to such Replacement Mortgage Loans is less than the aggregate Stated Principal Balance (after application of the principal portion of the Scheduled Payment due in the month of substitution) and aggregate prepayment penalties of all such Deleted Mortgage Loans. An amount equal to the aggregate of the deficiencies described in the preceding sentence (such amount, the “Substitution Adjustment Amount”) shall be deposited into the Certificate Account by the Seller on the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder.

Notwithstanding any other provision of this Agreement, the right to substitute Mortgage Loans pursuant to this Article II shall be subject to the additional limitations that no substitution of a Replacement Mortgage Loan for a Deleted Mortgage Loan shall be made unless the Securities Administrator shall have received an Opinion of Counsel (at the expense of the party seeking to make the substitution) that, under current law, such substitution will not (A) affect adversely the status of any REMIC established hereunder as a REMIC, or of the related “regular interests” as “regular interests” in any such REMIC, or (B) cause any such REMIC to engage in a “prohibited transaction” or prohibited contribution pursuant to the REMIC Provisions.

The Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Replacement Mortgage Loan or Replacement Mortgage Loans. Upon such substitution by the Seller, such Replacement Mortgage Loan or Replacement Mortgage Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution.

(d) It is understood and agreed that the representations, warranties and indemnification (i) set forth in this Section 2.03, (ii) of the Seller and the Depositor set forth in the Sale Agreement and assigned to the Trustee by the Depositor hereunder and (iii) of each Transferor, assigned by the Seller to the Depositor pursuant to the Sale Agreement and assigned to the Trustee by the Depositor hereunder shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement.

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(e) The Depositor shall deliver a copy of the Mortgage Loan Schedule to the Servicer on the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans).

SECTION 2.04. Representations and Warranties of the Servicing Administrator; Representations and Warranties of the Servicer; Representations and Warranties of the Securities Administrator; Representations and Warranties of the Backup Servicer .

(a) The Servicing Administrator hereby represents and warrants to the Depositor, the Servicer, the Securities Administrator, the Seller, the Backup Servicer and the Trustee as follows, as of the date hereof:

(i) The Servicing Administrator is duly organized and is validly existing as a corporation in good standing under the laws of the state of New Jersey and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicing Administrator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.

(ii) The Servicing Administrator has the power and authority to master service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Servicing Administrator the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicing Administrator, enforceable against the Servicing Administrator in accordance with its terms, except that (A) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(iii) The execution and delivery of this Agreement by the Servicing Administrator, the master servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicing Administrator and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicing Administrator or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicing Administrator is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicing Administrator of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicing Administrator; and the Servicing Administrator is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicing Administrator’s ability to perform or meet any of its obligations under this Agreement.

(iv) The Servicing Administrator, or an affiliate thereof, is an approved servicer of mortgage loans for Fannie Mae and for Freddie Mac.

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(v) Except as previously disclosed to the Depositor, no litigation is pending or, to the best of the Servicing Administrator’s knowledge, threatened, against the Servicing Administrator that would materially and adversely affect the execution, delivery or enforceability of this Agreement or to perform any of its other obligations under this Agreement in accordance with the terms hereof.

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicing Administrator of, or compliance by the Servicing Administrator with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicing Administrator has obtained the same.

(b) The Servicer hereby represents and warrants to the Depositor, the Servicing Administrator, the Securities Administrator, the Seller, the Backup Servicer and the Trustee as follows, as of the date hereof:

(i) The Servicer is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.

(ii) The Servicer has the corporate power and authority and to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Servicer’s ability to perform or meet any of its obligations under this Agreement.

(iv) The Servicer is an approved servicer of mortgage loans for HUD.

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(v) No litigation is pending or, to the best of the Servicer’s knowledge, threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof.

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Servicer has obtained the same.

(vii) The Servicer has fully furnished and will fully furnish (for the period it serviced the Mortgage Loans), in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to four credit reporting services, including, but not limited to, Equifax, Experian, and Trans Union Credit Information Company on a monthly basis after April 1, 2005.

(c) The Securities Administrator and Backup Servicer hereby represents and warrants to the Depositor, the Servicing Administrator, the Seller, the Servicer and the Trustee as of the date hereof:

(i) The Securities Administrator and Backup Servicer is duly organized and is validly existing as a national banking association organized under the laws of the United States and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Securities Administrator and Backup Servicer.

(ii) The Securities Administrator and the Backup Servicer has the full corporate power and authority and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Securities Administrator and the Backup Servicer the execution, delivery and performance of this Agreement.

(iii) The execution and delivery of this Agreement by the Securities Administrator and the Backup Servicer, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Securities Administrator and the Backup Servicer and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Securities Administrator and the Backup Servicer or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which the Securities Administrator and the Backup Servicer is a party or by which it may be bound.

(iv) No litigation is pending or, to the best of the Securities Administrator and the Backup Servicer’s knowledge, threatened, against the Securities Administrator and the Backup Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Securities Administrator and the Backup Servicer to perform any of its other obligations under this Agreement in accordance with the terms hereof.

(v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Securities Administrator and the Backup Servicer of, or compliance by the Securities Administrator and the Backup Servicer with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Securities Administrator and the Backup Servicer has obtained the same.

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SECTION 2.05. Substitutions and Repurchases of Mortgage Loans which are not “Qualified Mortgages .”

Upon discovery by the Depositor, the Servicing Administrator, the Servicer, the Securities Administrator, the Backup Servicer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within 5 Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Depositor shall, at the Depositor’s option, either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 2.03. The Trustee, upon the written direction of the Depositor, shall reconvey to the Depositor the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

SECTION 2.06. Authentication and Delivery of Certificates .

The Trustee acknowledges receipt by the Custodian on its behalf of the documents identified in the Initial Certification in the form attached as an exhibit to Exhibit Q hereto and concurrently with such receipt, the Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, the Securities Administrator has caused to be authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, Certificates duly authenticated by the Authenticating Agent in authorized denominations evidencing ownership of the entire Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform its duties set forth in this Agreement in accordance with the provisions hereof.

SECTION 2.07. REMIC Elections .

(a) The Depositor hereby instructs and authorizes the Securities Administrator on behalf of the Trustee to make an appropriate election to treat each of REMIC 1, REMIC 2 and REMIC 3 as a REMIC for federal income tax purposes. The Trustee, upon the written direction of the Securities Administrator, shall sign the returns providing for such elections and such other tax or information returns which are required to be signed by the Trustee under applicable law. This Agreement shall be construed so as to carry out the intention of the parties that each of REMIC 1, REMIC 2 and REMIC 3 be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated.

(b) The Preliminary Statement sets forth the designations and “latest possible maturity date” for federal income tax purposes of all interests created hereby. The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date. Each REMIC’s fiscal year shall be the calendar year.

REMIC 1 shall consist of all of the assets of the Trust Fund other than (i) the interests issued by REMIC 1, REMIC 2 and REMIC 3, (ii) the Initial ES Strip, (iii) the rights to receive amounts distributable to the Class X Certificates pursuant to Section 5.05(i), (iv) the grantor trusts described in Section 2.07 hereof, (v) the Cap Contract and Cap Contract Account, (vi) the Pre-Funding Account and (vii) the Capitalized Interest Account. REMIC 1 shall issue the REMIC 1 Regular Interests which shall be designated as regular interests of such REMIC and shall issue the Class LT1-R Interest that shall be designated as the sole class of residual interest in REMIC 1. Each of the REMIC 1 Regular Interests shall have the characteristics set forth in its definition and this Section 2.07.

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The assets of REMIC 2 shall be the REMIC 1 Regular Interests. The REMIC 2 Regular Interests shall be designated as the regular interests in REMIC 2 and the Class LT2-R Interest shall be designated as the sole class of residual interest in REMIC 2. Each of the REMIC 2 Regular Interests shall have the characteristics set forth in its definition and this Section 2.07.

The assets of REMIC 3 shall be the REMIC 2 Regular Interests. The REMIC 3 Regular Interests shall be designated as the regular interests in REMIC 3 and the REMIC 3 Residual Interest shall be designated as the sole class of residual interest in REMIC 3. Each of the REMIC 3 Regular Interests shall have the characteristics set forth in its definition and this Section 2.07. For federal income tax purposes, the interest rate on each REMIC 3 Regular Interest (other than the REMIC 3 X Interest and the REMIC 3 S Components) shall be subject to a cap equal to the Net Rate.

The beneficial ownership of the Class LT1-R Interest, the Class LT2-R Interest and the REMIC 3 Residual Interest shall be represented by the Class R Certificate. None of the Class LT1-R Interest, the Class LT2-R Interest and the REMIC 3 Residual Interest shall have a principal balance or bear interest.

(c) The “tax matters person” with respect to each REMIC for purposes of the REMIC Provisions shall be the beneficial owner of the Class R Certificate; provided, however, that the Holder of a Class R Certificate, by its acceptance thereof, irrevocably appoints the Securities Administrator as its agent and attorney-in-fact to act as “tax matters person” with respect to each REMIC for purposes of the REMIC Provisions. If there is more than one beneficial owner of the Class R Certificate, the “tax matters person” shall be the Person with the greatest percentage interest in the Class R Certificate and, if there is more than one such Person, shall be determined under Treasury regulation Section 1.860F-4(d) and Treasury regulation Section 301.6231(a)(7)-1.

(d) It is intended that the rights of the Class A, Class M and Class B Certificates to receive payments in respect of Excess Interest shall be treated as a right in interest rate cap contracts written in favor of the holders of the Class A, Class M, and Class B Certificates by the holder of the Class X Certificates, and such shall be accounted for as property held separate and apart from the regular interests in REMIC 3 held by the holders of the Class A, Class M and Class B Certificates. For information reporting requirements, the rights of the Class A, Class M, Class B-1, Class B-2 and Class B-3 Certificates to receive payments in respect of Excess Interest shall be assumed to have zero value or a de minimis value. This provision is intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with REMIC interests to be separately respected and shall be interpreted consistently with such regulation. On each Distribution Date, to the extent that any of the Class A, Class M and Class B Certificates receive payments of Excess Interest (other than from payments received in respect of the Cap Contract), such amounts will be treated as distributed by REMIC 3 with respect to the REMIC 3X Interest and then paid to the relevant Class of Certificates pursuant to the related interest rate cap contract.

(e) The parties intend that the portion of the Trust Fund consisting of the uncertificated REMIC 3 X Interest, the Cap Contract, the Cap Contract Account, the rights to receive amounts distributable to the Class X Certificates pursuant to Section 5.05(i) and the obligation of the holders of the Class X Certificates to make payments in respect of Excess Interest to the holders of the Class A, Class M and Class B Certificates shall be treated as a “grantor trust” under the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish or cause to be furnished to the holders of the Class X Certificates information regarding their allocable share, if any, of the income with respect to such grantor trust, (ii) file or cause to

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be filed with the Internal Revenue Service Form 1041 (together with any necessary attachments) and such other forms as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trust to the holders of Class A Class M, Class B and Class X Certificates as may be applicable under the Code.

The parties intend that the portion of the Trust Fund consisting of the Initial ES Strip shall be treated as a “grantor trust” under the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish or cause to be furnished to the holders of the Class ES Certificates information regarding their allocable share of the income with respect to such grantor and (ii) file or cause to be filed with the Internal Revenue Service Form 1041 (together with any necessary attachments) and such other forms as may be applicable. The parties intend that in the event that any servicer’s fee is computed based on a rate that exceeds the rate upon which the Servicer’s fee is computed as of the Closing Date, the holders of the Class ES Certificates shall be treated as if they received any amounts that are paid to such servicer and such holders shall be deemed to pay such amounts to such servicer.

(f) All payments of principal and interest at the Net Mortgage Rate on each of the Mortgage Loans received from the Mortgage Loans shall be paid to the REMIC 1 Regular Interests until the principal balance of all such interests have been reduced to zero and any losses allocated to such interests have been reimbursed. Any excess amounts shall be distributed to the Class LT1-R Interest. On each Distribution Date, an amount equal to 50% of the increase in the Overcollateralization Amount shall be payable as a reduction of the principal amounts of the REMIC 1 Marker Interests (with such amount allocated among the REMIC 1 Marker Interests so that each REMIC 1 Marker Interest will have its principal reduced by an amount equal to 50% of any increase in the Overcollateralization Amount that results in a reduction in the principal balance of its Corresponding REMIC 2 Interest) and will be accrued and added to the principal balance of the Class LT1-X Interest. All payments of scheduled principal and prepayments of principal on the Mortgage Loans shall be allocat