POOLING AND SERVICING AGREEMENT Dated as of October 1, 2005Pooling and Servicing Agreement |
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EXECUTION
AEGIS ASSET BACKED SECURITIES CORPORATION, Depositor AEGIS MORTGAGE CORPORATION, Seller WELLS FARGO BANK, N.A., Master Servicer, Securities Administrator and Custodian OCWEN LOAN SERVICING, LLC, Servicer MORTGAGERAMP, INC., Credit Risk Manager and WACHOVIA BANK, NATIONAL ASSOCIATION, Trustee
_____________________________________________________ POOLING AND SERVICING AGREEMENT Dated as of October 1, 2005 _____________________________________________________ AEGIS ASSET BACKED SECURITIES TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 15 Section 1.1 Definitions. 15 Section 1.2 Calculations Respecting Mortgage Loans. 57 Section 1.3 Calculations Respecting Accrued Interest. 57 Section 1.4 Rights of the NIMS Insurer. 58
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES 58 Section 2.1 Conveyance of Mortgage Loans. 58 Section 2.2 Acceptance by Trustee of the Mortgage Loans; Review of Documentation. 64 Section 2.3 Representations, Warranties and Covenants of the Servicer, the Master Servicer, the Seller and the Depositor. 66 Section 2.4 Delivery of Opinion of Counsel in Connection with Substitutions. 73 Section 2.5 Execution and Delivery of Certificates. 73
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 74 Section 3.1 Servicer to Service Mortgage Loans. 74 Section 3.2 Subservicing; Enforcement of the Obligations of the Servicer. 75 Section 3.3 Rights of the Depositor and the Trustee in Respect of the Servicer. 76 Section 3.4 Successor Servicer or Master Servicer to Act as Servicer. 76 Section 3.5 Collection of Mortgage Loan Payments; Custodial Account; Collection Account; Distribution Account. 78 Section 3.6 Collection of Taxes, Assessments and Similar Items; Escrow Accounts. 81 Section 3.7 Access to Certain Documentation and Information Regarding the Mortgage Loans. 82 Section 3.8 Permitted Withdrawals from the Custodial Account, the Collection Account and the Distribution Account. 83 Section 3.9 Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies. 85 Section 3.10 Enforcement of Due-on-Sale Clauses; Assumption Agreements. 87 Section 3.11 Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. 88 Section 3.12 Securities Administrator to Cooperate; Release of Mortgage Files. 92 Section 3.13 Documents, Records and Funds in Possession of Servicer to be Held for the Trustee. 92 Section 3.14 Servicing Compensation. 93 Section 3.15 Access to Certain Documentation. 93 Section 3.16 Annual Statement as to Compliance. 94 Section 3.17 Annual Independent Public Accountants’ Servicing Statement; Financial Statements. 94 Section 3.18 Errors and Omissions Insurance; Fidelity Bonds. 95 Section 3.19 Delinquency Advances. 95 Section 3.20 Advance Facility. 96 Section 3.21 Prepayment Penalties. 97 Section 3.22 Actions with Respect to Distressed Mortgage Loans. 98 Section 3.23 Duties of the Credit Risk Manager. 98 Section 3.24 Limitation Upon Liability of the Credit Risk Manager. 99 Section 3.25 Removal of Credit Risk Manager. 99
ARTICLE IIIA ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS 99 Section 3A.1 Master Servicer. 99 Section 3A.2 REMIC-Related Covenants. 100 Section 3A.3 Monitoring of Servicer. 101 Section 3A.4 Fidelity Bond. 102 Section 3A.5 Power to Act; Procedures. 102 Section 3A.6 Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. 103 Section 3A.7 Trustee to Retain Possession of Certain Insurance Policies and Documents. 103 Section 3A.8 Compensation for the Master Servicer. 104 Section 3A.9 Annual Officer’s Certificate as to Compliance. 104 Section 3A.10 UCC. 104 Section 3A.11 Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls. 104
ARTICLE IV DISTRIBUTIONS 105 Section 4.1 Distributions. 105 Section 4.2 Method of Distribution. 123 Section 4.3 Allocation of Losses. 124 Section 4.4 Reports to the Depositor, the Securities Administrator and the Trustee. 125 Section 4.5 Reports by or on Behalf of the Trustee. 125 Section 4.6 Basis Risk Reserve Fund. 128 Section 4.7 Supplemental Interest Trust. 129 Section 4.8 Rights of Swap Counterparty. 130 Section 4.9 The Pre-Funding Account. 130 Section 4.10 The Capitalized Interest Account. 131
ARTICLE V THE CERTIFICATES 132 Section 5.1 The Certificates. 132 Section 5.2 Certificate Register; Registration of Transfer and Exchange of Certificates. 132 Section 5.3 Mutilated, Destroyed, Lost or Stolen Certificates. 138 Section 5.4 Persons Deemed Owners. 138 Section 5.5 Access to List of Certificateholders’ Names and Addresses. 138 Section 5.6 Maintenance of Office or Agency. 138 ARTICLE VI THE DEPOSITOR, THE SERVICER, THE MASTER SERVICER, THE SELLER AND THE CREDIT RISK MANAGER 139 Section 6.1 Respective Liabilities of the Depositor, the Servicer, the Master Servicer, the Seller and the Credit Risk Manager. 139 Section 6.2 Merger or Consolidation of the Depositor, Servicer, the Master Servicer, the Seller and the Credit Risk Manager. 139 Section 6.3 Limitation on Liability of the Depositor, the Master Servicer, the Servicer, the Seller and Others. 140 Section 6.4 Limitation on Resignation of Servicer. 141 Section 6.5 Reporting Requirements of the Commission and Indemnification. 141
ARTICLE VII DEFAULT 141 Section 7.1 Events of Default. 141 Section 7.2 Notification to Certificateholders. 146
ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; REPORTS 146 Section 8.1 Duties of Trustee and the Securities Administrator. 146 Section 8.2 Certain Matters Affecting the Trustee and the Securities Administrator. 148 Section 8.3 Neither Trustee nor Securities Administrator Liable for Certificates or Mortgage Loans. 150 Section 8.4 Trustee and Securities Administrator May Own Certificates. 150 Section 8.5 Fees and Expenses of the Trustee, the Securities Administrator and Others. 150 Section 8.6 Eligibility Requirements for the Trustee and the Securities Administrator. 151 Section 8.7 Resignation and Removal of Trustee or Securities Administrator. 151 Section 8.8 Successor Trustee or Securities Administrator. 152 Section 8.9 Merger or Consolidation of Trustee or Securities Administrator. 153 Section 8.10 Appointment of Co-Trustee or Separate Trustee. 153 Section 8.11 Tax Matters. 154 Section 8.12 Filings. 157 Section 8.13 Reporting Requirements of the Commission and Indemnification 158 Section 8.14 The Custodian and the Securities Administrator. 158 ARTICLE IX TERMINATION 159 Section 9.1 Termination upon Liquidation or Purchase of all Mortgage Loans. 159 Section 9.2 Final Distribution on the Certificates. 160 Section 9.3 Additional Termination Requirements. 161 ARTICLE X MISCELLANEOUS PROVISIONS 162 Section 10.1 Amendment. 162 Section 10.2 Recordation of Agreement; Counterparts. 164 Section 10.3 Governing Law. 164 Section 10.4 Intention of Parties. 165 Section 10.5 Notices. 165 Section 10.6 Severability of Provisions. 166 Section 10.7 Assignment. 166 Section 10.8 Limitation on Rights of Certificateholders. 167 Section 10.9 Inspection and Audit Rights. 168 Section 10.10 Certificates Nonassessable and Fully Paid. 168 Section 10.11 Limitations on Actions; No Proceedings. 168 Section 10.12 Mortgage Data. 169 Section 10.13 Benefits of Agreement; Additional Rights of NIMS Insurer. 169 Section 10.14 Waiver of Jury Trial. 170 Section 10.15 Limitation of Damages. 170
SCHEDULES Schedule I: Mortgage Loan Schedule
EXHIBITS
This POOLING AND SERVICING AGREEMENT dated as of October 1, 2005 (this “Agreement”), is by and among AEGIS ASSET BACKED SECURITIES CORPORATION, a Delaware corporation, as depositor (the “Depositor”), AEGIS MORTGAGE CORPORATION, a Delaware corporation, as seller (the “Seller”), WELLS FARGO BANK, N.A., as master servicer (in such capacity, the “Master Servicer”), securities administrator (in such capacity, the “Securities Administrator”) and custodian (in such capacity, the “Custodian”), OCWEN LOAN SERVICING, LLC, as servicer (together with any successor in interest, the “Servicer”), MORTGAGERAMP, INC., as credit risk manager (the “Credit Risk Manager”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”). WITNESSETH THAT In consideration of the mutual agreements herein contained, the parties hereto agree as follows: PRELIMINARY STATEMENT The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Sale Agreement and by the Depositor, the Seller, the Servicer, the Credit Risk Manager 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 and, to the extent provided herein, the NIMS Insurer, if any. The Depositor, the Seller, the Master Servicer, the Securities Administrator, the Custodian, the Servicer, the Trustee, and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust (v) the Supplemental Interest Trust Account, (vi) the Pre-Funding Account, (vii) the Capitalized Interest Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC 1: The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”):
(1) For any Distribution Date (and the related Accrual Period) the interest rate for the Class LT1-A Interest shall be the Net WAC Rate. (2) For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests shall be the lesser of (i) the REMIC Swap Rate for such Distribution Date, and (ii) the product of (a) the Net WAC Rate and (b) 2. (3) For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the Net WAC Rate and (b) 2, over (ii) the REMIC Swap Rate for such Distribution Date. (4) The LT1-R interest shall not have a principal amount and shall not bear interest. The LT1-R interest is hereby designated as the sole class of residual interest in REMIC 1. On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any Net Swap Payment or Swap Termination Payment required to be made from the Trust Fund. On each Distribution Date the Securities Administrator shall distribute the aggregate Interest Remittance Amount for the two Mortgage Pools (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Securities Administrator shall distribute the aggregate Principal Remittance Amount for the two Mortgage Pools with respect to the Lower Tier Interests in REMIC 1, first to the Class LT1-A Interest until its principal balance is reduced to zero, and then sequentially, to the other Lower Tier Interests in REMIC 1 in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Securities Administrator shall distribute the Prepayment Penalties collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Class LT1-F60 and Class LT1-V60 Lower Tier Interests, respectively. REMIC 2: The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 2, each of which (other than the Class LT2-R Interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”):
___________________________ (1) For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests in REMIC 2 is a per annum rate equal to the weighted average of the interest rates on the Lower Tier Interests in REMIC 1 for such Distribution Date, provided, however, that for any Distribution Date on which the Class LT2-IO Interest is entitled to a portion of the interest accruals on a Lower Tier Interest in REMIC 1 having an “F” in its class designation, as described in footnote two below, such weighted average shall be computed by first subjecting the rate on such Lower Tier Interest in REMIC 1 to a cap equal to Swap LIBOR for such Distribution Date. (2) The Class LT2-IO is an interest only class that does not have a principal balance. For only those Distribution Dates listed in the first column in the table below, the Class LT2-IO shall be entitled to interest accrued on the Lower Tier Interest in REMIC 1 listed in second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such Lower Tier Interest in REMIC 1 for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.
(3) The Class LT2-R interest is the sole class of residual interests in REMIC 2. It does not have an interest rate or a principal balance. On each Distribution Date, interest shall be distributed on the Lower Tier Interests in REMIC 2 based on the above-described interest rates , provided , however , that interest that accrues on the Class LT2-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the Overcollateralization Amount for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the Class LT2-Q Interest. An amount equal to the interest so deferred shall be distributed as additional principal on the other Lower Tier Interests in REMIC 2 having a principal balance in the manner described under priority (a) below. On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated, among the Lower Tier Interests in REMIC 2 in the following order of priority: (a) First, to the Class LT2-IA1, Class LT2-IA2, Class LT2-IA3, Class LT2-IA4, Class LT2-IIA1, Class LT2-M1, Class LT2-M2, Class LT2-M3, Class LT2-M4, Class LT2-M5, Class LT2-M6, Class LT2-B1, Class LT2-B2, Class LT2-B3, Class LT2-B4, Class LT2-B5, Class LT2-B6 and Class LT2-B7 Interests until the principal balance of each such Lower Tier Interest equals one-half of the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date; and (b) Second, to the Class LT2-Q Interests, any remaining amounts. On each Distribution Date, the Securities Administrator shall be deemed to have distributed the Prepayment Penalties passed through with respect to the Class LT1-F60 and Class LT1-V60 Lower Tier Interests in REMIC 1 on such Distribution Date to the Class LT2-Q Interest. Certificates: The following table sets forth (or describes) the Class designation, Certificate Interest Rate, initial Class Principal Amount and minimum denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder.
___________________________ (1) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class IA1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.120% and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class IA1 Certificates will be LIBOR plus 0.240%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class IA1 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class IA1 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have accrued on the Class IA1 Certificates if the REMIC 2 Net Funds Cap were substituted for the Pool 1 Net Funds Cap shall be treated as having been paid by the Class IA1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (2) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class IA2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.180% and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class IA2 Certificates will be LIBOR plus 0.360%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class IA2 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class IA2 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have accrued on the Class IA2 Certificates if the REMIC 2 Net Funds Cap were substituted for the Pool 1 Net Funds Cap shall be treated as having been paid by the Class IA2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (3) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class IA3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.270% and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class IA3 Certificates will be LIBOR plus 0.540%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class IA3 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class IA3 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have accrued on the Class IA3 Certificates if the REMIC 2 Net Funds Cap were substituted for the Pool 1 Net Funds Cap shall be treated as having been paid by the Class IA3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (4) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class IA4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.350% and (ii) the Pool 1 Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class IA4 Certificates will be LIBOR plus 0.700%. For purposes of the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class IA4 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class IA4 Certificates is based on the Pool 1 Net Funds Cap, the amount of interest that would have accrued on the Class IA4 Certificates if the REMIC 2 Net Funds Cap were substituted for the Pool 1 Net Funds Cap shall be treated as having been paid by the Class IA4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (5) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class IIA Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.250% and (ii) the Pool 2 Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class IIA Certificates will be LIBOR plus 0.500%. For purposes of the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class IIA1 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class IIA1 Certificates is based on the Pool 2 Net Funds Cap, the amount of interest that would have accrued on the Class IIA1 Certificates if the REMIC 2 Net Funds Cap were substituted for the Pool 2 Net Funds Cap shall be treated as having been paid by the Class IIA1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (6) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.430% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M1 Certificates will be LIBOR plus 0.645%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class M1 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M1 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M1 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (7) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M2 Certificates will be LIBOR plus 0.675%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class M2 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M2 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M2 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (8) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.480% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M3 Certificates will be LIBOR plus 0.720%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class M3 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M3 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M3 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (9) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.600% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M4 Certificates will be LIBOR plus 0.900%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class M4 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M4 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M4 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (10) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.640% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M5 Certificates will be LIBOR plus 0.960%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class M5 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M5 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M5 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M5 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (11) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class M6 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.700% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M6 Certificates will be LIBOR plus 1.050%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class M6 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class M6 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class M6 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class M6 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (12) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B1 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.150% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B1 Certificates will be LIBOR plus 1.725%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class B1 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B1 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B1 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (13) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B2 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.300% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B2 Certificates will be LIBOR plus 1.950%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class B2 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B2 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B2 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (14) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B3 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B3 Certificates will be LIBOR plus 2.625%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class B3 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B3 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B3 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (15) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B4 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B4 Certificates will be LIBOR plus 3.750%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class B4 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B4 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B4 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (16) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B5 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B5 Certificates will be LIBOR plus 3.750%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class B5 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B5 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B5 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B5 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (17) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B6 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B6 Certificates will be LIBOR plus 3.750%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class B6 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B6 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B6 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B6 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (18) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B7 Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate Net Funds Cap for such Distribution Date; provided that if the Mortgage Loans and related property are not purchased pursuant to Section 8.1(a) on the Initial Optional Purchase Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B7 Certificates will be LIBOR plus 3.750%. For purposes of the REMIC Provisions, the reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore: on any Distribution Date the Certificate Interest Rate for the Class B7 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Certificate Interest Rate on the Class B7 Certificates is based on the Subordinate Net Funds Cap, the amount of interest that would have accrued on the Class B7 Certificates if the REMIC 2 Net Funds Cap were substituted for the Subordinate Net Funds Cap shall be treated as having been paid by the Class B7 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11(c) hereof. (19) The Class P Certificates will not bear interest at a stated rate but shall entitle the Holder thereof to receive Prepayment Penalties paid with respect to the Mortgage Loans as provided in Section 4.1(g). (20) The Class P and the Class X Certificates shall each be issued in minimum Percentage Interests of 100%. (21) For purposes of the REMIC Provisions, Class X shall have an initial principal balance of $6,599,901.62 and the right to receive distributions of such amount represents a regular interest in the Upper Tier REMIC. The Class X Certificate shall also comprise two notional components, each of which represents a regular interest in the Upper Tier REMIC. The first such component has a notional balance that will at all times equal the aggregate of the Class Principal Amounts of the Lower Tier Interests in REMIC 2, and, for each Distribution Date (and the related Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) the difference between (a) the weighted average of the interest rates on the Lower Tier Interests in REMIC 2 (other than the Class LT2-IO Interest) minus (b) the Credit Risk Manager’s Fee Rate, over (ii) the Adjusted Lower Tier WAC. The second notional component represents the right to receive all distributions in respect of the Class LT2-IO Interest in REMIC 2. In addition, for purposes of the REMIC Provisions, the Class X Certificates shall represent beneficial ownership of (i) the Basis Risk Reserve Fund; (ii) the Supplemental Interest Trust, including the Swap Agreement; and (iii) an interest in the notional principal contracts provided in Section 8.11(c) hereof. (22) The Class R Certificates will be issued without a Certificate Principal Amount and will not bear interest at a stated rate. The Class R Certificates represent ownership of the residual interest in the Upper Tier REMIC, as well as ownership of the Class LT1-R and Class LT2-R Lower Tier Interests. As of the Initial Cut-off Date, the Initial Mortgage Loans had an aggregate Scheduled Principal Balance of $1,155,003,696.34. Definitions . The following words and phrases, unless the context otherwise requires, shall have the following meanings: Accepted Master Servicing Practices : With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage master servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Master Servicer (except in its capacity as successor to the Servicer), or (y) as provided in Section 3A.1 hereof, but in no event below the standard set forth in clause (x). Account : The Custodial Account, the Collection Account or the Distribution Account, as the context may require. Accountant : A person engaged in the practice of accounting who (except when this Agreement provides that an Accountant must be Independent) may be employed by or affiliated with the Depositor or an Affiliate of the Depositor. Accrual Period : With respect to any Distribution Date and any Class of LIBOR Certificates, the period beginning on the Distribution Date in the calendar month immediately preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, beginning on the Closing Date) and ending on the day immediately preceding the related Distribution Date. With respect to any Distribution Date and the Class X Certificates and each Class of Lower Tier Interests, the calendar month immediately preceding the month in which such Distribution Date occurs. Addition Notice : With respect to each sale of Subsequent Mortgage Loans to the Trustee pursuant to Section 2.1(b) of this Agreement, a notice from the Depositor substantially in the form of Exhibit P hereto delivered to the Trustee, the Master Servicer, the Securities Administrator, the Custodian, each Rating Agency and any NIMS Insurer. Additional Termination Event : As defined in the Swap Agreement. Adjustable Rate Mortgage Loan : Any Mortgage Loan as to which the related Mortgage Note provides for the adjustment of the Mortgage Rate applicable thereto. Adjusted Lower Tier WAC : For any Distribution Date (and the related Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for the Class LT2-IA1, Class LT2-IA2, Class LT2-IA3, Class LT2-IA4, Class LT2-IIA1, Class LT2-M1, Class LT2-M2, Class LT2-M3, Class LT2-M4, Class LT2-M5, Class LT2-M6, Class LT2-B1, Class LT2-B2, Class LT2-B3, Class LT2-B4, Class LT2-B5, Class LT2-B6, Class LT2-B7 and Class LT2-Q Interests, weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period and computed by subjecting the rate on the Class LT2-Q to a cap of 0.00%, and by subjecting the rate on each of the Class LT2-IA1, Class LT2-IA2, Class LT2-IA3, Class LT2-IA4, Class LT2-IIA1, Class LT2-M1, Class LT2-M2, Class LT2-M3, Class LT2-M4, Class LT2-M5, Class LT2-M6, Class LT2-B1, Class LT2-B2, Class LT2-B3, Class LT2-B4, Class LT2-B5, Class LT2-B6, and Class LT2-B7 Interests to a cap that corresponds to the Certificate Interest Rate (determined by substituting the REMIC 2 Net Funds Cap for the Net Funds Cap) for the Corresponding Class of Certificates, provided, however , that for each Class of LIBOR Certificates, the Certificate Interest Rate shall be multiplied by an amount equal to (a) the actual number of days in the Accrual Period, divided by (b) 30. Advance : Each of a Delinquency Advance and a Servicing Advance, as applicable. Advance Facility : As defined in Section 3.20. Advance Facility Counterparty : As defined in Section 3.20. Advance Reimbursement Rights : As defined in Section 3.20. Adverse REMIC Event : Either (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund. Affected Party : As defined in the Swap Agreement. Affiliate : With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Aggregate Expense Rate : Not Applicable. Aggregate Pool Balance : As of any date of determination, the aggregate of the Pool Balances of Pool 1 and Pool 2 on such date. Aggregate Overcollateralization Release Amount : With respect to any Distribution Date, the lesser of (x) the aggregate of the Principal Remittance Amounts for each Mortgage Pool for such Distribution Date and (y) the amount, if any, by which (i) the Overcollateralization Amount for such date, calculated for this purpose on the basis of the assumption that 100% of the aggregate of the Principal Remittance Amounts for such Distribution Date is applied on such date in reduction of the aggregate Certificate Principal Amount of the LIBOR Certificates, exceeds (ii) the Targeted Overcollateralization Amount for such Distribution Date. Agreement : This Pooling and Servicing Agreement and all amendments and supplements hereto. Anniversary Year : The one-year period beginning on the Closing Date and ending on the first anniversary thereof, and each subsequent one-year period beginning on the day after the end of the preceding Anniversary Year and ending on next succeeding anniversary of the Closing Date. Applied Loss Amount : With respect to any Distribution Date, the amount, if any, by which (x) the aggregate Certificate Principal Amount of the Certificates after giving effect to all distributions on such Distribution Date, but before giving effect to any application of the Applied Loss Amount with respect to such date, exceeds (y) the Aggregate Pool Balance for such Distribution Date. Appraised Value : With respect to any Mortgage Loan, the amount set forth in an appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property. Assignment of Mortgage : An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment of the Mortgage to the Trustee for the benefit of the Certificateholders, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, if permitted by law; provided, however, that neither the Custodian nor the Trustee shall be responsible for determining whether any such assignment is in recordable form. Authorized Officer : Any Person who may execute an Officer’s Certificate on behalf of the Depositor. B1 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5 and Class M6 Certificates, in each case after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class B1 Certificates immediately prior to such Distribution Date exceeds (y) the B1 Target Amount. B1 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 86.10% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. B2 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class B1 Certificates, in each case after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class B2 Certificates immediately prior to such Distribution Date exceeds (y) the B2 Target Amount. B2 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 88.40% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. B3 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class B1 and Class B2 Certificates, in each case after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class B3 Certificates immediately prior to such Distribution Date exceeds (y) the B3 Target Amount. B3 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 90.70% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. B4 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class B1, Class B2 and Class B3 Certificates, in each case after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class B4 Certificates immediately prior to such Distribution Date exceeds (y) the B4 Target Amount. B4 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 92.20% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. B5 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class B1, Class B2, Class B3 and Class B4 Certificates, in each case after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class B5 Certificates immediately prior to such Distribution Date exceeds (y) the B5 Target Amount. B5 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 94.20% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. B6 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates, in each case after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class B6 Certificates immediately prior to such Distribution Date exceeds (y) the B6 Target Amount. B6 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 96.40% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. B7 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates, in each case after giving effect to distributions on such Distribution Date, and (ii) the Class Principal Amount of the Class B7 Certificates immediately prior to such Distribution Date exceeds (y) the B7 Target Amount. B7 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 98.90% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. Balloon Mortgage Loan : Any Mortgage Loan having an original term to maturity that is shorter than its amortization schedule, and a final Scheduled Payment that is disproportionately large in comparison to other Scheduled Payments. Balloon Payment : The final Scheduled Payment in respect of a Balloon Mortgage Loan. Bankruptcy : With respect to any Person, the making of an assignment for the benefit of creditors, the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator, dissolution, or termination, as the case may be, of such Person pursuant to the provisions of either the United States Bankruptcy Code of 1986, as amended, or any other similar state laws. Bankruptcy Code : The United States Bankruptcy Code of 1986, as amended. Basis Risk Payment : With respect to any Distribution Date, an amount equal to the sum of (i) any Basis Risk Shortfall for such Distribution Date, (ii) any Unpaid Basis Risk Shortfall for such Distribution Date and (iii) any Required Reserve Fund Amount for such Distribution Date. The amount of the Basis Risk Payment for any Distribution Date cannot exceed the amount of Monthly Excess Cashflow otherwise available for distribution pursuant to Section 4.1(e) of this Agreement. Basis Risk Reserve Fund : A fund created as part of the Trust Fund pursuant to Section 4.6 of this Agreement but which is not an asset of any of the REMICs. Basis Risk Shortfall : With respect to any Distribution Date and any Class of LIBOR Certificates, the amount by which the amount of interest calculated at the Certificate Interest Rate applicable to such Class for such date, determined without regard to the applicable Net Funds Cap for such date but subject to a cap equal to the Maximum Interest Rate, exceeds the amount of interest calculated at the applicable Net Funds Cap. Book-Entry Certificates : Beneficial interests in Certificates designated as “Book-Entry Certificates” in this Agreement, ownership and transfers of which shall be evidenced or made through book entries by a Depository; provided that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Certificates are to be issued to Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry Certificates.” As of the Closing Date, the following Classes of Certificates constitute Book-Entry Certificates: the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class B7 Certificates. Bulk PMI Policy : Not applicable. Business Day : Any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in New York, New York or, if other than New York, any city in which the Corporate Trust Office of the Trustee is located, or (iii) the States of Florida, Georgia, Maryland, Minnesota or Texas are closed. Capitalized Interest Account : The account established and maintained by the Securities Administrator pursuant to Section 4.10 but which is not an asset of any of the REMICs. Capitalized Interest Requirement : With respect to any Distribution Date to and including the first Distribution Date following the end of the Pre-Funding Period and Pool 1, an amount equal to the product of (i) the weighted average Net Mortgage Rate of the Mortgage Loans in Pool 1 divided by 12, multiplied by (ii) the excess of (a) the balance in the Pre-Funding Account as of the Closing Date over (b) the aggregate Scheduled Principal Balance of the Subsequent Mortgage Loans included in Pool 1 that will have a scheduled interest payment included in the related Interest Remittance Amount for such Distribution Date. Carryforward Interest : With respect to any Distribution Date and each Class of Certificates (other than the Class X, Class P and Class R Certificates), the sum of (i) the amount, if any, by which (x) the sum of (A) Current Interest for such Class for the immediately preceding Distribution Date and (B) any unpaid Carryforward Interest for such Class from previous Distribution Dates exceeds (y) the amount distributed in respect of interest on such Class on such immediately preceding Distribution Date, and (ii) interest on such amount for the related Accrual Period at the applicable Certificate Interest Rate. Certificate : Any one of the certificates executed by the Trustee and authenticated by the Certificate Registrar in substantially the forms attached hereto as Exhibit A. Certificate Interest Rate : With respect to each Class of Certificates and any Distribution Date, the applicable per annum rate set forth or described in the Preliminary Statement hereto. Certificate Owner or Owner : With respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Depository, or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant, in accordance with the rules of such Depository) and with respect to any other Class of Certificates, the Certificateholder. Certificate Principal Amount : With respect to any Certificate (other than the Class X, Class P and Class R Certificates), the initial Certificate Principal Amount thereof on the Closing Date, less the amount of all principal distributions previously distributed with respect to such Certificate and, in the case of the Subordinate Certificates, any Applied Loss Amount previously allocated to such Certificate; provided, however , that on each Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Subordinate Certificate whose Certificate Principal Amount has previously been reduced by application of any Applied Loss Amount shall be increased, in order of seniority, by an amount (to be applied pro rata to all Certificates of such Class) equal to the lesser of (i) any Deferred Amount for each such Class immediately prior to such Distribution Date and (ii) the total amount of any Subsequent Recovery distributed on such Distribution Date to Certificateholders, after application (for this purpose) to any more senior Classes of Certificates. The Class X, Class P and Class R Certificates are issued without Certificate Principal Amounts. The Class P Certificates are issued with an initial Class P Principal Amount of $100. Certificate Register and Certificate Registrar : The register maintained and the registrar appointed pursuant to Section 5.2. Certificateholder : The meaning provided in the definition of “Holder.” Certification : As defined in Section 8.12. Class : All Certificates and, in the case of REMIC 1 and REMIC 2, all Lower Tier Interests, bearing the same class designation. Class A Certificates : Collectively, the Class IA1, Class IA2, Class IA3, Class IA4, and Class IIA Certificates. Class B Certificates : Collectively, the Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class B7 Certificates. Class I Shortfalls : As defined in Section 8.11(c) hereof. For purposes of clarity, the Class I Shortfall for any Distribution Date shall equal the amount payable to the Swap Counterparty on such Distribution Date in excess of the amount payable on the Class I interest in REMIC 3 on such Distribution Date, all as further provided in Section 8.11(c) hereof. Class M Certificates : Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5 and Class M6 Certificates. Class Notional Amount : Not applicable. Class P Principal Amount : As of the Closing Date, $100.00. Class Principal Amount : With respect to each Class of Certificates other than the Class X, Class P and Class R Certificates, the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination. With respect to the Class X, Class P and Class R Certificates, zero. Class R Certificate : Each Class R Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the Class LT1-R Interest, Class LT2-R Interest, Class LT3-R Interest and the residual interest in the Upper Tier REMIC. Class X Distributable Amount : With respect to any Distribution Date, the amount of interest that has accrued on the Class X Notional Balance, as described in the Preliminary Statement, but that has not been distributed prior to such date. In addition, such amount shall include the initial Overcollateralization Amount of $6,600,001.62 (less $100 of such amount allocated to the Class P Certificates) to the extent such amount has not been distributed on an earlier Distribution Date as part of the Aggregate Overcollateralization Release Amount. Class X Notional Balance : With respect to any Distribution Date (and the related Accrual Period) the aggregate principal balance of the regular interests in REMIC 2 as specified in the Preliminary Statement hereto. Closing Date : October 28, 2005. Code : The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form. Collection Account : The separate Eligible Account or Accounts established and maintained by the Master Servicer pursuant to Section 3.5 hereof. Collection Period : With respect to any Distribution Date, the period commencing on the second day of the month immediately preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs. Commission : The United States Securities and Exchange Commission. Compensating Interest : With respect to any Distribution Date and any Principal Prepayment in full in respect of a Mortgage Loan that is received during the period from the first day of the related Prepayment Period through the last day of the calendar month immediately preceding such Distribution Date, an additional payment made by the Servicer or the Master Servicer, to the extent funds are available from the total Servicing Fee payable for such Distribution Date, equal to the amount of interest at the Mortgage Rate (less the applicable Servicing Fee Rate) for that Mortgage Loan from the date of the prepayment through the last day of the calendar month immediately preceding such Distribution Date. In accordance with Section 3A.11, the Master Servicer will be required to make any payment of Compensating Interest required to be made but not made by the Servicer pursuant to this Agreement with respect to any Distribution Date, but only to the extent of compensation received by the Master Servicer on such Distribution Date in accordance with Section 3.A.8. For the avoidance of doubt, no Compensating Interest payment shall be required in connection with any shortfalls resulting from Principal Prepayments in part or the application of the Relief Act. Conventional Loan : A Mortgage Loan that is not insured by the United States Federal Housing Administration or guaranteed by the United States Department of Veterans Affairs. Conventional Loan Documents : None. Cooperative Corporation : The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code. Cooperative Loan : Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease. Cooperative Property : The real property and improvements owned by the Cooperative Corporation, including the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation. Cooperative Shares : Shares issued by a Cooperative Corporation. Cooperative Unit : A single-family dwelling located in a Cooperative Property. Corporate Trust Office : With respect to the Trustee, the principal corporate trust office of the Trustee, which office at the date of the execution of this instrument is located at 401 S. Tryon Street, 12th Floor, Charlotte, North Carolina 28288-1179, Attention: AEGIS 2005-5, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Securities Administrator and the Servicer. With respect to the Securities Administrator, the office of the Securities Administrator, which for purposes of Certificate transfers and surrender is located at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services (AEGIS 2005-5) and for all other purposes is located at Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate Trust Services (AEGIS 2005-5) or for overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (Aegis 2005-5). Corresponding Class : The Class of Certificates that corresponds to a class of interests in REMIC 2, as provided in the Preliminary Statement. Corresponding REMIC 2 IO : For each Lower Tier Interest in REMIC 2 having an “A” in its class designation, the class of Lower Tier Interest in REMIC 2 having the same numeric designation and an “IO” in its class designation, as described in the table for REMIC 2 set out in the Preliminary Statement. Credit Risk Management Agreements : The Loan Performance Advisor Agreement and the Loan Performance Advisor Agreement Term Sheet, each dated as of the Closing Date, entered into by the Servicer and the Credit Risk Manager, in the form of Exhibit N attached hereto. Credit Risk Manager : MortgageRamp, Inc., a Delaware corporation, and its successors and assigns. Credit Risk Manager’s Fee : With respect to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the Scheduled Principal Balance of such Mortgage Loan as of the first day of the related Collection Period. Credit Risk Manager’s Fee Rate : 0.0125% per annum. Cumulative Realized Losses: As of any date of determination, the aggregate amount of Realized Losses with respect to the Mortgage Loans. Current Interest : With respect to each Class of Certificates (other than the Class X, Class P and Class R Certificates) and any Distribution Date, the aggregate amount of interest accrued at the applicable Certificate Interest Rate during the related Accrual Period on the Class Principal Amount (or Class Notional Amount) of such Class immediately prior to such Distribution Date. Custodial Account : The separate Eligible Account or Accounts established and maintained by the Servicer (or any subservicer on its behalf) pursuant to Section 3.5 hereof. Custodian : Wells Fargo Bank, N.A. or any successor thereto. Cut-off Date : The Initial Cut-off Date or the Subsequent Cut-off Date, as applicable. Cut-off Date Balance : With respect to the Mortgage Loans in the Trust Fund on the Closing Date, the sum of (i) the aggregate Scheduled Principal Balance of all such Initial Mortgage Loans as of October 1, 2005 and (ii) the Pre-Funding Amount. Debt Service Reduction : With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal. Defaulting Party : As defined in the Swap Agreement. Deferred Amount : With respect to any Distribution Date and each Class of Subordinate Certificates, the amount by which (x) the aggregate of Applied Loss Amounts previously applied in reduction of the Class Principal Amount thereof exceeds (y) the sum of (i) the aggregate of amounts previously reimbursed in respect thereof and (ii) the amount by which the Class Principal Amount of such Class has been increased due to any Subsequent Recovery. Deficient Valuation : With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code. Definitive Certificate : A Certificate of any Class issued in definitive, fully registered, certificated form. Deleted Mortgage Loan : A Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms hereof or as to which one or more Qualified Substitute Mortgage Loans are substituted therefor. Delinquency Advance : An advance of the aggregate of payments of principal and interest (net of the Servicing Fee) on one or more Mortgage Loans that were due on a Due Date in the related Collection Period and not received as of the close of business on the related Determination Date, required to be made by the Servicer (or by a successor servicer) or the Master Servicer pursuant to Section 3.19. Delinquency Event : With respect to any Distribution Date, a “Delinquency Event” shall have occurred if the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding calendar month equals or exceeds 38.00% of the Senior Enhancement Percentage for such Distribution Date. Delinquency Rate : With respect to any calendar month, the fraction, expressed as a percentage, the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans 60 days Delinquent or more (including all foreclosures, bankruptcies and REO Properties) as of the close of business on the last day of such month, and the denominator of which is the Pool Balance as of the close of business on the last day of such month. Delinquent : For reporting purposes, a Mortgage Loan is “delinquent” when any payment contractually due thereon has not been made by the close of business on the Due Date therefor. Such 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 first due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month. Similarly for “60 days Delinquent” and the second immediately succeeding month and “90 days Delinquent” and the third immediately succeeding month. Deposit Date : The day in each calendar month on which the Master Servicer is required to remit payments to the Distribution Account, which is the 24 th day of each calendar month no later than 1:00 p.m. (New York City time) (or, if such 24 th day is not a Business Day, the immediately preceding Business Day). Depositor : Aegis Asset Backed Securities Corporation, a Delaware corporation having its principal place of business at 3250 Briarpark, Suite 400, Houston, Texas 77042, or its successors in interest. Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York. Depository Participant : A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository. Determination Date : With respect to each Distribution Date, the 16th day of the month in which such Distribution Date occurs, or, if such 16th day is not a Business Day, the immediately preceding Business Day. Disqualified Organization : A “disqualified organization” as defined in Section 860E(e)(5) of the Code. Distressed Mortgage Loan : Any Mortgage Loan that at the date of determination is Delinquent in payment for a period of more than 90 days without giving effect to any grace period permitted by the related Mortgage Note or for which the Servicer or the Trustee has accepted a deed in lieu of foreclosure. Distribution Account : The separate Eligible Account established and maintained by the Securities Administrator in accordance with the provisions of Section 3.5(d). Distribution Date : The 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day, commencing in November 2005. Due Date : With respect to any Mortgage Loan, the date on which a Scheduled Payment is due under the related Mortgage Note. Eligible Account : Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company that complies with the definition of Eligible Institution or (ii) an account or accounts the deposits in which are insured by the FDIC to the limits established by such corporation, provided that any such deposits not so insured shall be maintained in an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt or deposit obligations of such holding company or depository institution, as the case may be) have been rated by each Rating Agency in its highest short-term rating category, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Trustee, the Securities Administrator or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, in a manner acceptable to the Trustee, the NIMS Insurer, if any, and the Rating Agencies. Eligible Accounts may bear interest. Eligible Institution : Any of the following: (i) an institution whose: (a) commercial paper, short-term debt obligations, or other short-term deposits are rated at least “A-1+” or long-term unsecured debt obligations are rated at least “AA-” by S&P (and the equivalent ratings by the other Rating Agencies if rated by such Rating Agencies), if the amounts on deposit are to be held in the account for no more than 365 days; or (b) commercial paper, short-term debt obligations, demand deposits, or other short-term deposits are rated at least “A-2” by S&P (and the equivalent ratings by the other Rating Agencies if rated by such Rating Agencies), if the amounts on deposit are to be held in the account for no more than 30 days and are not intended to be used as credit enhancement. Upon the loss of the required rating set forth in this clause (i), the accounts shall be transferred immediately to accounts which have the required rating. Furthermore, commingling by the Servicer is acceptable at the A-2 rating level if the Servicer is a bank, thrift or depository and provided the Servicer has the capability to immediately segregate funds and commence remittance to an Eligible Account upon a downgrade; or (ii) the corporate trust department of a federally- or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity. Eligible Investments : Any one or more of the following obligations or securities: (i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America (“Direct Obligations”); (ii) federal funds, or demand and time deposits in, certificates of deposits of, or bankers’ acceptances issued by, any depository institution or trust company (including U.S. subsidiaries of foreign depositories and the Trustee or any agent of the Trustee, acting in its respective commercial capacity) incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as at the time of investment or the contractual commitment providing for such investment the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short-term debt or deposit obligations of such holding company or deposit institution, as the case may be) have been rated by each Rating Agency in its highest short-term rating category or one of its two highest long-term rating categories; (iii) repurchase agreements collateralized by Direct Obligations or securities guaranteed by GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities Investors’ Protection Corporation jurisdiction or any commercial bank insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed obligation rated by each Rating Agency in its highest short-term rating category; (iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which have a credit rating from each Rating Agency, at the time of investment or the contractual commitment providing for such investment, at least equal to one of the two highest long-term credit rating categories of each Rating Agency; provided, however , that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust Fund to exceed 20% of the sum of the Pool Balance and the aggregate principal amount of all Eligible Investments in the Distribution Account; provided, further , that such securities will not be Eligible Investments if they are published as being under review with negative implications from any Rating Agency; (v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 180 days after the date of issuance thereof) rated by each Rating Agency that rates such securities in its highest short-term rating category; (vi) a Qualified GIC; (vii) certificates or receipts representing direct ownership interests in future interest or principal payments on obligations of the United States of America or its agencies or instrumentalities (which obligations are backed by the full faith and credit of the United States of America) held by a custodian in safekeeping on behalf of the holders of such receipts; and (viii) any other demand, money market, common trust fund or time deposit or obligation, or interest-bearing or other security or investment (including those managed or advised by the Trustee, the Securities Administrator or any Affiliate thereof), (A) rated in the highest rating category by each Rating Agency (other than Fitch) or (B) otherwise approved in writing by each Rating Agency of any of the Certificates or the NIM Securities. Such investments in this subsection (viii) may include money market mutual funds or common trust funds, including any fund for which Wells Fargo Bank, N.A. in its capacity other than as the Securities Administrator (the “Bank”), the Trustee, the Securities Administrator, the Master Servicer, the Servicer, the NIMS Insurer, if any, or an affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (x) the Bank, the Trustee, the Securities Administrator, the Master Servicer, the Servicer, the NIMS Insurer, if any, or any affiliate thereof charges and collects fees and expenses from such funds for services rendered, (y) the Bank, the Trustee, the Securities Administrator, the Master Servicer, the Servicer, the NIMS Insurer, if any, or any affiliate thereof charges and collects fees and expenses for services rendered pursuant to this Agreement, and (z) services performed for such funds and pursuant to this Agreement may converge at any time. The Trustee specifically authorizes the Bank or an affiliate thereof to charge and collect from the Trustee such fees as are collected from all investors in such funds for services rendered to such funds (but not to exceed investment earnings thereon); provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, provided that any such investment will be a “permitted investment” within the meaning of Section 860G(a)(5) of the Code. ERISA : The Employee Retirement Income Security Act of 1974, as amended. ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption. ERISA-Restricted Certificate : Any Class B6, Class B7, Class X, Class P or Class R Certificate, and any other Certificate with a rating below the lowest applicable rating permitted under the Underwriter’s Exemption. ERISA-Restricted Swap Certificate : Any Class A, Class M or Class B Certificate (other than a Class B6 or Class B7 Certificate). Escrow Account : Any account established and maintained by the Servicer pursuant to Section 3.6(a). Euroclear : Euroclear Bank, S.A./N.V., as operator of the Euroclear System. Event of Default : A Servicer Event of Default or a Master Servicer Event of Default, as applicable. Excess Proceeds : With respect to any Liquidated Mortgage Loan and the Distribution Date immediately following the Prepayment Period in which such Mortgage Loan became a Liquidated Mortgage Loan, the amount, if any, by which the sum of any Liquidation Proceeds in respect of such Mortgage Loan received during such Prepayment Period, net of (a) any amounts previously reimbursed to the Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan pursuant to Section 3.8(a)(iv) and (b) any Subsequent Recovery, exceeds the sum of (i) the unpaid principal balance of such Liquidated Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Mortgage Loan, (ii) accrued interest at the Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date immediately following the Prepayment Period during which such liquidation occurred and (iii) amounts required to be repaid to the related Mortgagor. Exchange Act : The Securities Exchange Act of 1934, as amended. FDIC : The Federal Deposit Insurance Corporation or any successor thereto. FHLMC : The Federal Home Loan Mortgage Corporation, 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. Final Scheduled Distribution Date : With respect to each Class of Certificates, the Distribution Date occurring in December 2035. Fitch : Fitch, Inc., or any successor in interest. Fixed Rate Mortgage Loan : Any Mortgage Loan as to which the related Mortgage Note provides for a fixed rate of interest throughout the term of such Note. FNMA : The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. Form 10-K Certification : As defined in Section 7.3. Global Securities : The global certificates representing the Book-Entry Certificates. GNMA : The Government National Mortgage Association, a wholly owned corporate instrumentality of the United States within HUD. Holder or Certificateholder : The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Servicer, any subservicer retained by the Servicer, the Credit Risk Manager, or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee and the Securities Administrator shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. The Trustee and the NIMS Insurer may request and conclusively rely on certifications by the Depositor, the Securities Administrator, the Master Servicer, the Servicer or the Credit Risk Manager in determining whether any Certificates are registered to an Affiliate of the Depositor, the Securities Administrator, the Master Servicer, the Servicer or the Credit Risk Manager. HUD : The United States Department of Housing and Urban Development, or any successor thereto. Independent : When used with respect to any Accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any Affiliate of such other Person, (b) does not have any material direct financial interest in such other Person or any Affiliate of such other Person, and (c) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions. Index : The index specified in the related Mortgage Note for calculation of the Mortgage Rate thereof. Initial LIBOR Rate : 4.0700%. Initial Cut-off Date : With respect to the Initial Mortgage Loans, October 1, 2005. Initial Mortgage Loan : A Mortgage Loan that is conveyed to the Trust Fund pursuant to this Agreement on the Closing Date. The Initial Mortgage Loans subject to this Agreement are identified on the Mortgage Loan Schedule annexed hereto as Schedule I and have an aggregate Scheduled Principal Balance as of the Initial Cut-off Date of $1,155,003,696.34. Initial Optional Purchase Date : The later of (1) the Distribution Date following the month in which the Pool Balance is less than 10.0% of the Cut-off Date Balance and (2) October 2010. Insurance Fee Rate : Not applicable. Insurance Policy : Any Primary Mortgage Insurance Policy (whether obtained by the Mortgagor, the lender, the originator or the Depositor on behalf of the Trust Fund), any standard hazard insurance policy, flood insurance policy, earthquake insurance policy or title insurance policy relating to the Mortgage Loans or the Mortgaged Properties, to be in effect as of the Closing Date or thereafter during the term of this Agreement. Insurance Proceeds : Amounts paid by the insurer under any Insurance Policy, other than amounts (i) to cover expenses incurred by the Servicer in connection with procuring such proceeds, (ii) to be applied to restoration or repair of the related Mortgaged Property or (iii) required to be paid over to the Mortgagor pursuant to law or the related Mortgage Note. Interest Remittance Amount : With respect to each Mortgage Pool and any Distribution Date, (a) the sum of (i) all interest collected (other than Payaheads and Prepayment Penalties) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Mortgage Pool during the related Collection Period minus (x) any PMI Insurance Premiums related to the Mortgage Loans in such Mortgage Pool for such Distribution Date and any state taxes imposed on such premium, (y) the Servicing Fee with respect to the Mortgage Loans in such Mortgage Pool and (z) previously unreimbursed Delinquency Advances due to the Servicer or the Master Servicer to the extent allocable to interest and the allocable portion of previously unreimbursed Servicing Advances with respect to the Mortgage Loans, (ii) any Compensating Interest Payments with respect to such Mortgage Loans and the related Prepayment Period, (iii) the portion of any Purchase Price or Substitution Adjustment Amount paid with respect to the Mortgage Loans during the related Prepayment Period, to the extent allocable to interest and (iv) all Net Liquidation Proceeds, Insurance Proceeds and any other recoveries collected with respect to the Mortgage Loans during the related Prepayment Period, to the extent allocable to interest, as reduced (but not below zero) by, for each Mortgage Pool, (b) the product of (i) the applicable Pool Percentage for such Distribution Date and (ii) any costs, expenses or liabilities reimbursable to the Master Servicer, the Securities Administrator, the Custodian, the Servicer or the Trustee to the extent provided in this Agreement or any other Operative Document and not reimbursed pursuant to clause (a) above ( provided, however , that in the case of the Trustee, such reimbursable amounts to the Trustee pursuant to Section 3.8 from amounts otherwise allocable to interest may not exceed $200,000 in the aggregate during any Anniversary Year; provided , further , that in the event that the Trustee incurs reimbursable amounts in excess of $200,000, it may seek reimbursement for such amounts from the Interest Remittance Amount in accordance with the priority of distributions under Section 4.1(b)(xix) or, in subsequent Anniversary Years, from amounts otherwise allocable to interest (subject to the $200,000 per Anniversary Year limitation); and provided , further , that notwithstanding the foregoing, costs and expenses incurred by the Trustee pursuant to Section 7.1 in connection with any transfer of servicing shall be excluded from the $200,000 per Anniversary Year limit on reimbursable amounts). For the Distribution Date in November 2005, the Interest Remittance Amount for Pool 1 shall include amounts distributable from the Capitalized Interest Account in an amount equal to the Capitalized Interest Requirement for such Distribution Date. Intervening Assignments : The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument. Junior Lien Mortgage Loan : Any Mortgage Loan that is secured by a junior lien on the related Mortgaged Property. Latest Possible Maturity Date : The Distribution Date occurring in December 2038. LIBOR : With respect to the first Accrual Period, the Initial LIBOR Rate. With respect to each subsequent Accrual Period, a per annum rate determined on the LIBOR Determination Date in the following manner by the Securities Administrator on the basis of the “Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”) for one-month United States dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date. If on such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such date, the Securities Administrator shall obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.” If such rate is not published for such LIBOR Determination Date, LIBOR for such date shall be the most recently published Interest Settlement Rate. In the event that the BBA no longer sets an Interest Settlement Rate, the Securities Administrator shall designate an alternative index that has performed, or that the Securities Administrator expects to perform, in a manner substantially similar to the BBA’s Interest Settlement Rate. The Securities Administrator shall select a particular index as the alternative index only if it receives an Opinion of Counsel (a copy of which shall be furnished to the NIMS Insurer, if any), which opinion shall be an expense reimbursed from the Distribution Account pursuant to Section 3.8(c), that the selection of such index shall not cause an Adverse REMIC Event. The establishment of LIBOR by the Securities Administrator and the Securities Administrator’s subsequent calculation of the Certificate Interest Rate applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, shall be final and binding. LIBOR Business Day : Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange. LIBOR Certificate : Any Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 or Class B7 Certificate. LIBOR Determination Date : The second LIBOR Business Day immediately preceding the commencement of each Accrual Period for any LIBOR Certificate. Liquidated Mortgage Loan : Any defaulted Mortgage Loan as to which the Servicer has determined that all amounts that it expects to recover on behalf of the Trust Fund from or on account of such Mortgage Loan have been recovered. Liquidation Expenses : Expenses that are incurred by the Servicer in connection with the liquidation of any defaulted Mortgage Loan and are not recoverable under the applicable Primary Mortgage Insurance Policy, if any, including, without limitation, foreclosure and rehabilitation expenses, legal expenses and unreimbursed amounts. Liquidation Proceeds : Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale, payment in full, discounted payoff or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan, including any amounts remaining in the related Escrow Account. Loan-to-Value Ratio : With respect to any Mortgage Loan, the ratio of the principal balance of such Mortgage Loan plus, in the case of a Junior Lien Mortgage Loan, the principal balance of each mortgage loan senior thereto, in each case as of the applicable date of determination, to (a) in the case of a purchase, the lesser of the sale price of the Mortgaged Property and its appraised value at the time of sale or (b) in the case of a refinancing or modification, the appraised value of the Mortgaged Property at the time of the refinancing or modification. Lost Mortgage Note : Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced. Lower Tier Interest : As provided in the Preliminary Statement. M1 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4 and Class IIA Certificates, after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M1 Certificates immediately prior to such Distribution Date exceeds (y) the M1 Target Amount. M1 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 60.80% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. M2 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA and Class M1 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M2 Certificates immediately prior to such Distribution Date exceeds (y) the M2 Target Amount. M2 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 68.00% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. M3 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1 and Class M2 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M3 Certificates immediately prior to such Distribution Date exceeds (y) the M3 Target Amount. M3 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 72.90% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. M4 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2 and Class M3 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M4 Certificates immediately prior to such Distribution Date exceeds (y) the M4 Target Amount. M4 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 76.30% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. M5 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3 and Class M4 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M5 Certificates immediately prior to such Distribution Date exceeds (y) the M5 Target Amount. M5 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 79.90% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. M6 Principal Distribution Amount : With respect to any Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4 and Class M5 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M6 Certificates immediately prior to such Distribution Date exceeds (y) the M6 Target Amount. M6 Target Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 82.90% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. Majority Class X Certificateholders : The Holders at any time of more than 50% of the Percentage Interest in the Class X Certificates. Master Servicer : As of the Closing Date, Wells Fargo Bank, N.A. and thereafter, any successor in interest or assign that meets the requirements of this Agreement. So long as Wells Fargo Bank, N.A. shall be the Master Servicer, if Wells Fargo Bank, N.A. shall resign or be terminated as Master Servicer under this Agreement, Wells Fargo Bank, N.A. shall simultaneously resign or be terminated as Securities Administrator. Master Servicer Event of Default : Any one of the events, conditions or circumstances enumerated in Section 7.1(f). Maximum Interest Rate : With respect to any Distribution Date, an annual rate equal to: (i) in the case of the Class IA1, Class IA2, Class IA3 and Class IA4 Certificates, an annual rate equal to (a) the product, expressed as a percentage, of (1) the amount, if any, by which the weighted average of the maximum lifetime Mortgage Rates, as specified in the related Mortgage Notes for the Pool 1 Mortgage Loans, exceeds the Servicing Fee Rate and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; plus (b) the product, expressed as a percentage, of (1) the amount of any Net Swap Payment owed by the Swap Counterparty for such Distribution Date allocable to Pool 1 (based on the applicable Pool Percentage) divided by the Pool Balance for Pool 1 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; minus (c) the product, expressed as a percentage, of (1) the amount of any Net Swap Payment owed to the Swap Counterparty for such Distribution Date allocable to Pool 1 (based on the applicable Pool Percentage) divided by the Pool Balance for Pool 1 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; (ii) in the case of the Class IIA Certificates, an annual rate equal to (a) the product, expressed as a percentage, of (1) the amount, if any, by which the weighted average of the maximum lifetime Mortgage Rates, as specified in the related Mortgage Notes for the Pool 2 Mortgage Loans, exceeds the Servicing Fee Rate and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; plus (b) the product, expressed as a percentage, of (1) the amount of any Net Swap Payment owed by the Swap Counterparty for such Distribution Date allocable to Pool 2 (based on the applicable Pool Percentage) divided by the Pool Balance for Pool 2 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; minus (c) the product, expressed as a percentage, of (1) the amount of any Net Swap Payment owed to the Swap Counterparty for such Distribution Date allocable to Pool 2 (based on the applicable Pool Percentage) divided by the Pool Balance for Pool 2 as of the beginning of the related Collection Period and (2) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date; and (iii) in the case of the Class M1, Class M2, Class M3, Class M4, Class M4, Class M5, Class M6, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class B7 Certificates, an annual rate equal to the weighted average of (a) the Maximum Interest Rate for the Class IA1, Class IA2, Class IA3 and Class IA4 Certificates, weighted on the basis of the Pool Subordinate Amount for Pool 1, and (b) the Maximum Interest Rate for the Class IIA Certificates, weighted on the basis of the Pool Subordinate Amount for Pool 2. MERS : Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto. MERS Mortgage Loan : Any Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage, has been or will be recorded in the name of MERS, as nominee for the holder from time to time of the Mortgage Note. Monthly Excess Cashflow : With respect to any Distribution Date, the sum, of (i) the Pool 1 Monthly Excess Interest and the Pool 2 Monthly Excess Interest for such date, (ii) the Aggregate Overcollateralization Release Amount for such date and (iii) any remaining Principal Distribution Amount from either Mortgage Pool after making the distributions in Section 4.1(d) for such date. Moody’s : Moody’s Investors Service, Inc., or any successor in interest. Mortgage : A mortgage, deed of trust or other instrument encumbering a fee simple interest in real property securing a Mortgage Note, together with improvements thereto. Mortgage File : The mortgage documents listed in Section 2.1(b) pertaining to a particular Mortgage Loan required to be delivered to the Custodian on behalf of the Trustee pursuant to this Agreement. Mortgage Loan : A Mortgage and the related notes or other evidences of indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned to or deposited with the Trustee pursuant to Section 2.1 or Section 2.3, including without limitation each Initial Mortgage Loan and Subsequent Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time. Mortgage Loan Document Requirements : As defined in Section 2.2 hereof. Mortgage Loan Documents : As defined in Section 2.1 hereof. Mortgage Loan Schedule : The schedule attached hereto as Schedule I, which shall identify each Mortgage Loan, as such schedule may be amended from time to time to reflect the addition of Mortgage Loans to (including the addition of any Subsequent Mortgage Loans), or the deletion of Mortgage Loans from, the Trust Fund. The Depositor shall be responsible for providing the Master Servicer and the Custodian on behalf of the Trustee with all amendments to the Mortgage Loan Schedule, including in connection with the addition of Subsequent Mortgage Loans on a Transfer Date. Mortgage Note : The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage under a Mortgage Loan. Mortgage Pool : Either of Pool 1 or Pool 2. Mortgage Rate : With respect to any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan, as determined under the related Mortgage Note as reduced by any application of the Relief Act. Mortgaged Property : The fee simple (or leasehold) interest in real property, together with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of the related Mortgage Loan proceeds. Mortgagor : The obligor on a Mortgage Note. Net Excess Spread : With respect to any Distribution Date, (A) the fraction, expressed as a percentage, the numerator of which is equal to the product of (i) the amount, if any, by which (a) the aggregate of the Interest Remittance Amounts for each Mortgage Pool for such Distribution Date (as reduced by the sum of the Credit Risk Manager’s Fee) exceeds (b) the Current Interest payable with respect to the Certificates for such date and (ii) twelve, and the denominator of which is the Aggregate Pool Balance for such Distribution Date, multiplied by (B) a fraction, the numerator of which is thirty and the denominator of which is the greater of thirty and the actual number of days in the immediately preceding calendar month. Net Funds Cap : The Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap or the Subordinate Net Funds Cap, as the context requires. Net Liquidation Proceeds : With respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds net of (i) unreimbursed expenses, (ii) unreimbursed Advances, if any, and (iii) in the case of a liquidated Junior Lien Mortgage Loan, the amount necessary to repay the related senior lien mortgage loan, received and retained in connection with the liquidation of defaulted Mortgage Loans, through insurance or condemnation proceeds, by foreclosure or otherwise, together with any net proceeds received on a monthly basis with respect to any Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure. Net Mortgage Rate : With respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the Servicing Fee Rate for such Mortgage Loan. Net Prepayment Interest Shortfall : With respect to any Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for such date over Compensating Interest, if any, paid by the Servicer with respect to such Distribution Date. Net Swap Payment : With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Swap Agreement, as calculated by the Swap Counterparty, which net payment shall not take into account any Swap Termination Payment. Net WAC Rate : With respect to any Distribution Date (and the related Accrual Period), a per annum rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the related Collection Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date). NIMS Agreement : Any agreement pursuant to which NIM Securities, if any, are issued. NIMS Insurer : Not applicable. NIM Securities : Any net interest margin securities issued subsequent to the Closing Date by a trust or other special purpose entity, the principal assets of such trust including the Class P and Class X Certificates and the payments received thereon, which principal assets back such securities. Non-Book-Entry Certificate : Any Certificate other than a Book-Entry Certificate. Non-MERS Mortgage Loan : Any Mortgage Loan other than a MERS Mortgage Loan. Nonrecoverable Advance : Any portion of any Advance previously made or proposed to be made by or on behalf of the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable from the related Mortgagor, related Liquidation Proceeds or otherwise from amounts in respect of the related Mortgage Loan. Notice Address : For purposes hereof, the addresses of the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Custodian, the Servicer, the Trustee, the Credit Risk Manager, the NIMS Insurer, if any, each Rating Agency and the Swap Counterparty are as follows:
(i) If to the Depositor: Aegis Asset Backed Securities Corporation 3250 Briarpark, Suite 400 Houston, Texas 77042 Attention: Secondary Marketing
(ii) If to the Seller: Aegis Mortgage Corporation 3250 Briarpark, Suite 400 Houston, Texas 77042 Attention: Secondary Marketing
(iii) If to the Master Servicer: Wells Fargo Bank, N.A. P.O. Box 98 Columbia, Maryland 21046 Attention: Corporate Trust Services (AEGIS 2005-5) or for overnight delivery to: 9062 Old Annapolis Rd. Columbia, Maryland 21045-1951 Attention: Corporate Trust Services (AEGIS 2005-5) (iv) If to the Securities Administrator, to its Corporate Trust Office. (v) If to the Custodian: Wells Fargo Bank N.A. 1015 10 th Avenue, SE Minneapolis, Minnesota 55414 Attention: AEGIS 2005-5 (vi) If to the Servicer: Ocwen Loan Servicing, LLC 1661 Worthington Road Centre Park West, Suite 100 West Palm Beach, Florida 33409 Attention: Secretary With a copy to: Aegis Mortgage Corporation 3250 Briarpark, Suite 400 Houston, Texas 77042 Attention: Secondary Marketing (vii) If to the Trustee, to its Corporate Trust Office. (viii) If to the Credit Risk Manager: MortgageRamp, Inc. 7000 Central Parkway, Suite 800 Atlanta, Georgia 30328 Attention: Chief Executive Officer
With a copy to: Legal Department 200 Wittmer Road Horsham, Pennsylvania 19044 Attention: General Counsel (ix) If to the NIMS Insurer: Not applicable. (x) If to Moody’s: Moody’s Investors Service, Inc. 99 Church Street, 4th Floor New York, New York 10007 Attention: Residential Mortgages
(xi) If to S&P: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Water Street, 41st Floor New York, New York 10041 Attention: RMBS Surveillance
(xii) If to Fitch: Fitch, Inc. One State Street Plaza 30 th Floor New York, New York 10004 Attention: Residential Mortgages
(xiii) If to the Swap Counterparty: Bear Stearns Financial Products Inc. 383 Madison Avenue, Suite 2700 New York, New York 10179 Attention: DPC Manager Notional Amount : Not applicable. Notional Certificate : Not applicable. Offering Document : The Prospectus. Officer’s Certificate : A certificate signed by the Chairman of the Board, any Vice Chairman, the President, any Vice President or any Assistant Vice President of a Person, and in each case delivered to the Trustee. Operative Documents : This Agreement, the Sale Agreement, the Depository Agreement, the Swap Agreement, the Certificates and each other document contemplated by any of the foregoing to which the Depositor, the Seller, the Master Servicer, the Servicer, the Securities Administrator, the Trustee or the Custodian is a party. Opinion of Counsel : A written opinion of counsel, reasonably acceptable in form and substance to the Trustee, the Securities Administrator and the NIMS Insurer, if any, and which may be in-house or outside counsel to the Depositor, the Master Servicer, the Trustee or the Securities Administrator but which must be Independent outside counsel with respect to any such opinion of counsel concerning the transfer of any Residual Certificate or concerning certain matters with respect to ERISA, or the taxation, or the federal income tax status, of each REMIC. Original Capitalized Interest Amount : $ 200,270.00 . Original Value : With respect to any Mortgage Loan, the lesser of (a) the Appraised Value of the related Mortgaged Property at the time such Mortgage Loan was originated and (b) if the Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price paid for the Mortgaged Property by the Mortgagor at the time the related Mortgage Loan was originated. Overcollateralization Amount : With respect to any Distribution Date, the amount, if any, by which (x) the Aggregate Pool Balance for such Distribution Date exceeds (y) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4, Class IIA, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class B7 Certificates after giving effect to distributions on such Distribution Date. Overcollateralization Cumulative Loss Trigger Event : An “Overcollateralization Cumulative Loss Trigger Event” shall have occurred with respect to any Distribution Date commencing with the Distribution Date in November 2007, if the fraction, expressed as a percentage, obtained by dividing (x) the aggregate amount of Cumulative Realized Losses incurred from the Cut-off Date through the last day of the related Collection Period by (y) the Cut-off Date Balance, exceeds the applicable percentage set forth below with respect to such Distribution Date:
Overcollateralization Deficiency : With respect to any Distribution Date, the amount, if any, by which (x) the Targeted Overcollateralization Amount for such Distribution Date exceeds (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the Class Principal Amounts of the Class A, Class M and Class B Certificates resulting from the distribution of the Principal Remittance Amount on such Distribution Date, but prior to allocation of any Applied Loss Amount on such Distribution Date. Payahead : With respect to any Mortgage Loan and any Due Date therefor, any Scheduled Payment received by the Servicer during any Collection Period in addition to the Scheduled Payment due on such Due Date, intended by the related Mortgagor to be applied on a subsequent Due Date or Due Dates. Paying Agent : Initially, the Securities Administrator, and thereafter any subsequent paying agent appointed by the Trustee. Percentage Interest : With respect to any Certificate, its percentage interest in the undivided beneficial ownership interest in the Trust Fund evidenced by all Certificates of the same Class as such Certificate. With respect to any Certificate other than the Class X, Class P, Class R Certificates, the Percentage Interest evidenced thereby shall equal the initial Certificate Principal Amount thereof divided by the initial Class Principal Amount of all Certificates of the same Class. With respect to the Class X, Class P and Class R Certificates, the Percentage Interest evidenced thereby shall be as specified on the face thereof, or otherwise be equal to 100%. Permitted Transferee : Any person other than a “disqualified organization” as defined in section 860E(e)(5) of the Code. Person : Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof. Plan Asset Regulations : The Department of Labor regulations set forth in 29 C.F.R. 2510.3-101. PMI Insurance Premium : Not applicable. PMI Insurer : Not applicable. Pool Balance : With respect to each Mortgage Pool, the aggregate of the Scheduled Principal Balances of all Mortgage Loans in such Mortgage Pool at the date of determination. Pool 1 : The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 1. Pool 1 Monthly Excess Interest : With respect to any Distribution Date, the amount of any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (xix) of Section 4.1(b) on such date. Pool 1 Net Funds Cap : With respect to any Distribution Date and the Class IA1, Class IA2, Class IA3 and Class IA4 Certificates, a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (1) (i) the Pool 1 Optimal Interest Remittance Amount for such Distribution Date minus (ii) the lesser of (x) the product of (A) any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty for such Distribution Date and (B) the Pool Percentage for Pool 1 for such Distribution Date and (y) the Pool 1 Optimal Interest Remittance Amount and (2) 12, and the denominator of which is the Pool Balance for Pool 1 as of the first day of the related Collection Account multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date. Pool 1 Optimal Interest Remittance Amount : With respect to each Distribution Date, an amount equal to the product of (a) the quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage Loans in Pool 1 as of the first day of the related Collection Period and adjusted for prepayments received and distributed on a prior Distribution Date, and (ii) 12 and (b) the Pool Balance for Pool 1 as of the first day of the related Collection Period. Pool 2 : The aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 2. Pool 2 Monthly Excess Interest : With respect to any Distribution Date, the amount of any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (xx) of Section 4.1(c) on such date. Pool 2 Net Funds Cap : With respect to any Distribution Date and the Class IIA Certificates, a per annum rate equal to (i) (a) a fraction, expressed as a percentage, the numerator of which is the product of (1) (i) the Pool 2 Optimal Interest Remittance Amount for such Distribution Date minus (ii) the lesser of (x) the product of (A) any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty for such Distribution Date and (B) the Pool Percentage for Pool 2 for such Distribution Date and (y) the Pool 2 Optimal Interest Remittance Amount and (2) 12, and the denominator of which is the Pool Balance for Pool 2 as of the first day of the related Collection Period multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Distribution Date. Pool 2 Optimal Interest Remittance Amount : With respect to each Distribution Date, an amount equal to the product of (a) the quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage Loans in Pool 2 as of the first day of the related Collection Period and adjusted for prepayments received and distributed on a prior Distribution Date, and (ii) 12 and (b) the Pool Balance for Pool 2 as of the first day of the related Collection Period. Pool Percentage : With respect to each Mortgage Pool and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Pool Balance for such Mortgage Pool for such date and the denominator of which is the Aggregate Pool Balance for such date. Pool Subordinate Amount : As to any Mortgage Pool and any Distribution Date, the excess of the Pool Balance as of the first day of the preceding calendar month, as reduced by Scheduled Payments due on such day for such Mortgage Pool over the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3 and Class IA4 Certificates (in the case of Pool 1) or the Class Principal Amount of the Class IIA Certificates (in the case of Pool 2), in each case, immediately before such Distribution Date. Pre Cut-off Date Servicing Advances : None. Pre-Funding Account : The account established and maintained by the Securities Administrator pursuant to Section 4.9 but which is not an asset of any of the REMICs. Pre-Funding Amount : The amount deposited by the Depositor on the Closing Date into the Pre-Funding Account, which is $44,996,305.28 and which may be used by the Securities Administrator during the Pre-Funding Period solely to purchase Subsequent Mortgage Loans. Pre-Funding Period : The period beginning on the Closing Date and ending on November 18, 2005. Prepayment Interest Excess : With respect to any full Principal Prepayment of a Mortgage Loan during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Distribution Date occurs and the 15 th day of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the last day through which interest is collected from the related Mortgagor. The Servicer may withdraw such Prepayment Interest Excess from the Custodial Account in accordance with Section 3.8(a). Prepayment Interest Shortfall : With respect to any full or partial Principal Prepayment of a Mortgage Loan, the excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate (as reduced by the Servicing Fee, in the case of Principal Prepayments in full) on the outstanding principal balance of such Mortgage Loan immediately prior to such prepayment over (ii) the amount of interest actually received with respect to such Mortgage Loan in connection with such Principal Prepayment. Prepayment Period : With respect to the first Distribution Date, the period from but excluding the Cut-off Date to and including the 15 th day of the calendar month in which the first Distribution Date occurs, and for each Distribution Date thereafter, the period from and including the 16 th day of the calendar month immediately preceding the month in which such Distribution Date occurs to and including the 15 th day of the month in which such Distribution Date occurs. Prepayment Penalty : Any prepayment fees and penalties to be paid by the Mortgagor on a Mortgage Loan. Primary Mortgage Insurance Policy : Any mortgage guaranty insurance, if any, on an individual Mortgage Loan (excluding any Bulk PMI Policy) as evidenced by a policy or certificate, whether such policy is obtained by the originator, the lender, the Mortgagor or the Seller on behalf of the Trust Fund. Prime Rate : The prime rate of the United States money center commercial banks as published in The Wall Street Journal , Northeast Edition. Principal Distribution Amount : With respect to each Mortgage Pool and any Distribution Date, an amount equal to the Principal Remittance Amount for such Mortgage Pool for such date minus the Aggregate Overcollateralization Release Amount, if any, allocable to such Mortgage Pool for such Distribution Date (based on the Pool Percentage). Principal Prepayment : Any Mortgagor payment of principal (other than a Balloon Payment) or other recovery of principal on a Mortgage Loan that is recognized as having been received or recovered in advance of its scheduled Due Date and applied to reduce the principal balance of the Mortgage Loan in accordance with the terms of the Mortgage Note. Principal Remittance Amount : With respect to each Mortgage Pool and any Distribution Date, (a) the sum of (i) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Mortgage Pool during the related Collection Period (less unreimbursed Advances due to the Servicer or the Master Servicer with respect to the related Mortgage Loans, to the extent allocable to principal), (ii) all Principal Prepayments in full or in part received during the related Prepayment Period on the Mortgage Loans in such Mortgage Pool, in the case of any Principal Prepayments in full, or during the related Collection Period, in the case of any Principal Prepayments in part, (iii) the outstanding principal balance of each Mortgage Loan in such Mortgage Pool that was purchased from the Trust Fund during the related Prepayment Period, (iv) the portion of any Substitution Adjustment Amount paid with respect to any Deleted Mortgage Loan in such Mortgage Pool during the related Prepayment Period, to the extent allocable to principal, (v) all amounts released from the Pre-Funding Account on the Distribution Date in November 2005 and (vi) all Net Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries and other recoveries collected with respect to such Mortgage Loans in such Mortgage Pool during the related Prepayment Period, to the extent allocable to principal, as reduced by, for each Mortgage Pool, (b) to the extent not reimbursed pursuant to clause (a) above or from amounts allocable to interest on the Mortgage Loans, the product of (i) the applicable Pool Percentage for such Distribution Date and (ii) any costs, expenses or liabilities reimbursable to the Trustee, the Master Servicer, the Securities Administrator, the Custodian and the Servicer to the extent provided in this Agreement or any other Operative Document; and to the extent such amounts allocable to interest on the Mortgage Loans are less than amounts reimbursable to the Trustee pursuant to Section 3.8, the product of (x) the applicable Pool Percentage for such Distribution Date and (y) any amounts reimbursable during the related Anniversary Year to the Trustee therefrom and not reimbursed from such amounts allocable to interest on the Mortgage Loans, or otherwise ( provided, however , that such reimbursable amounts from such amounts allocable to interest or principal on the Mortgage Loans, may not exceed $200,000 in the aggregate during any Anniversary Year; provided , further , that in the event that the Trustee incurs reimbursable amounts in excess of $200,000, it may seek reimbursement from the amounts allocable to principal on the Mortgage Loans for such amounts in subsequent Anniversary Years, but in no event shall such amounts allocable to interest and principal on the Mortgage Loans in the aggregate be reduced in respect of reimbursements to the Trustee in excess of $200,000 per Anniversary Year; and provided , further , that notwithstanding the foregoing, costs and expenses incurred by the Trustee pursuant to Section 7.1 in connection with any transfer of servicing shall be excluded from the $200,000 per Anniversary Year limit on reimbursable amounts). Private Certificate: Not applicable. Proceeding : Any suit in equity, action at law or other judicial or administrative proceeding. Proprietary Lease : With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares. Prospectus : The prospectus supplement dated October 14, 2005, together with the accompanying prospectus dated June 10, 2005, relating to the Class A, Class M and Class B Certificates. Purchase Price : With respect to the purchase of a Mortgage Loan or related REO Property pursuant to this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal balance of such Mortgage Loan, (b) accrued interest thereon at the applicable Mortgage Rate, from the date as to which interest was last paid to (but not including) the Due Date in the Collection Period immediately preceding the related Distribution Date, plus any unreimbursed Servicing Advances, (c) the amount of any costs and damages incurred by the Trust Fund in connection with any violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of such Mortgage Loan, (d) the fair market value of all other property being purchased, (e) any outstanding amounts due to the Master Servicer, the Securities Administrator, the Custodian and the Trustee and (f) any Swap Termination Payment payable to the Swap Counterparty. The Servicer (or any other party making Advances, if applicable) shall be reimbursed from the Purchase Price for any Mortgage Loan or related REO Property for any Advances made or other amounts advanced with respect to such Mortgage Loan that are reimbursable to the Servicer under this Agreement (or to the Master Servicer hereunder), together with any accrued and unpaid compensation due to the Servicer or the Master Servicer hereunder. Qualified GIC : A guaranteed investment contract or surety bond providing for the investment of funds in the Distribution Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall: (i) be an obligation of an insurance company or other corporation whose long-term debt is rated by each Rating Agency in one of its two highest rating categories or, if such insurance company has no long-term debt, whose claims paying ability is rated by each Rating Agency in one of its two highest rating categories, and whose short-term debt is rated by each Rating Agency in its highest rating category; (ii) provide that the Securities Administrator may exercise all of the rights under such contract or surety bond without the necessity of taking any action by any other Person; (iii) provide that if at any time the then current credit standing of the obligor under such guaranteed investment contract is such that continued investment pursuant to such contract of funds would result in a downgrading of any rating of the Certificates or the NIM Securities, the Securities Administrator shall terminate such contract without penalty and be entitled to the return of all funds previously invested thereunder, together with accrued interest thereon at the interest rate provided under such contract to the date of delivery of such funds to the Trustee; (iv) provide that the Securities Administrator’s interest therein shall be transferable to any successor securities administrator hereunder; and (v) provide that the funds reinvested thereunder and accrued interest thereon be returnable to Distribution Account, as the case may be, not later than the Business Day prior to any Distribution Date. Qualified Insurer : An insurance company duly qualified as such under the laws of the states in which the related Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided. Qualified Substitute Mortgage Loan : In the case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement, a Mortgage Loan that, on the date of such substitution, (i) has an outstanding Scheduled Principal Balance (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Scheduled Principal Balance), after application of all Scheduled Payments due during or prior to the month of substitution, not in excess of, and not more than 5.0% less than, the outstanding Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage Rate on the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate not less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) has a minimum Mortgage Rate not less than the minimum Mortgage Rate of the Deleted Mortgage Loan, (v) has a gross margin equal to or greater than the gross margin of the Deleted Mortgage Loan, (vi) has a next adjustment date not later than the next adjustment date on the Deleted Mortgage Loan, (vii) has the same Due Date as the Deleted Mortgage Loan, (viii) has a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan; provided that in no case shall such substitute Mortgage Loan have a maturity date later than the Final Scheduled Distribution Date, (ix) is current as of the date of substitution, (x) has a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi) has been underwritten in accordance with substantially the same underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii) has a risk grading determined by the Seller at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xiii) is secured by the same property type as the Deleted Mortgage Loan, (xiv) conforms to each representation and warranty applicable to the Deleted Mortgage Loan made in the Sale Agreement, (xv) has the same or higher lien position as the Deleted Mortgage Loan, (xvi) is covered by a primary mortgage insurance policy if the Deleted Mortgage Loan was so covered, (xvii) contains provisions covering the payment of Prepayment Penalties by the Mortgagor for early prepayment of the Mortgage Loan at least as favorable as the Deleted Mortgage Loan and (xviii) for any Mortgage Loan to be substituted into Pool 2, has an original principal balance within the maximum dollar amount limitations prescribed by Freddie Mac for conforming one- to four-family residential mortgage loans. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate Scheduled Principal Balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the risk gradings described in clause (xii) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (viii) hereof shall be determined on the basis of weighted average remaining term to maturity; provided that the stated maturity date of any Qualified Substitute Mortgage Loan shall not exceed the Final Scheduled Distribution Date, the Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xiv) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be. Rating Agency : Each of Moody’s, S&P and Fitch. Rating Agency Condition : With respect to any action to which the Rating Agency Condition applies, that each Rating Agency shall have been given 10 days (or such shorter period as is acceptable to each Rating Agency) prior notice thereof and that each Rating Agency shall have notified the Depositor and the Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of the rated Certificates. Realized Loss : With respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid principal balance of such Mortgage Loan as of the date of liquidation, minus (ii) Liquidation Proceeds received, to the extent allocable to principal, net of amounts that are reimbursable therefrom to the Servicer with respect to such Mortgage Loan (other than Advances of principal) including expenses of liquidation, and with respect to a Mortgage Loan that is not a liquidated Mortgage Loan, any amount of principal that the Mortgagor is no longer required to pay. In determining whether a Realized Loss is a Realized Loss of principal, Liquidation Proceeds shall be allocated, first , to payment of expenses related to such Liquidated Mortgage Loan, then to accrued unpaid interest, and finally to reduce the principal balance of the Mortgage Loan. Recognition Agreement : With respect to any Cooperative Loan, an agreement between the Cooperative Corporation and the originator of such Mortgage Loan which establishes the rights of such originator in the Cooperative Property. Record Date : With respect to the LIBOR Certificates and any Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date. With respect to the Class X, Class P and Class R Certificates and any Distribution Date, the close of business on the last Business Day of the month immediately preceding the month in which the Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date). Related Senior Principal Distribution Amount : For each Mortgage Pool and any Distribution Date an amount equal to the lesser of (x) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3 and Class IA4 Certificates (with respect to Pool 1) or the aggregate Class Principal Amount of the Class IIA Certificates (with respect to Pool 2) immediately prior to that Distribution Date and (y) the product of (a) the Senior Principal Distribution Amount and (b) the related Senior Proportionate Percentage, in each case for such date. Relief Act : The Servicemembers Civil Relief Act, as such may be amended from time to time, and any similar state or local laws. Relief Act Shortfall : With respect to any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon as a result of application of the Relief Act, any amount by which interest collectible on such Mortgage Loan for the Due Date in the related Collection Period is less than interest accrued thereon for the applicable one-month period at the Net Mortgage Rate without giving effect to such reduction. REMIC : Each pool of assets in the Trust Fund designated as a REMIC pursuant to the Preliminary Statement. REMIC 1 : As described in the Preliminary Statement. REMIC 2 : As described in the Preliminary Statement. REMIC 2 Net Funds Cap : For any Distribution Date (and the related Accrual Period) and any Class of Certificates, an amount equal to (i) the weighted average of the interest rates on the Lower Tier Interests in REMIC 2 (other than the Class LT2-IO Interests), weighted in proportion to their Class Principal Amounts as of the beginning of the related Accrual Period, multiplied by (ii) an amount equal to (a) 30, divided by (b) the actual number of days in the Accrual Period. REMIC 3 : As described in the Preliminary Statement. REMIC Provisions : The 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 regulations, including proposed regulations and rulings, and administrative pronouncements promulgated thereunder, as the foregoing may be in effect from time to time. REMIC Swap Rate : For each Distribution Date (and the related Accrual Period), a per annum rate equal to the product of: (i) 9.188%, and (ii) the quotient of (a) the actual number of days in the related Accrual Period and (b) 30. REO Property : A Mortgaged Property acquired by the Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC Provisions. Required Insurance Policies : Any Insurance Policy required to be maintained by the Servicer under this Agreement. Required Recordation States : The states of Florida and Mississippi. Required Reserve Fund Amount : With respect to any Distribution Date on which the Net Excess Spread for such date is less than 0.25%, the excess, if any, of (i) the product of 0.50% and the aggregate Scheduled Principal Balance of the Mortgage Loans over (ii) the amount of funds on deposit in the Basis Risk Reserve Fund prior to deposits thereto on such Distribution Date. With respect to any Distribution Date on which the Net Excess Spread for such date is equal to or greater than 0.25%, the amount, if any, by which (i) $1,000 exceeds (ii) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date; provided, however , that on any Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the Required Reserve Fund Amount shall be zero. Residual Certificates : The Class R Certificates. Responsible Officer : When used with respect to the Trustee or the Securities Administrator, any Vice President, Assistant Vice President, the Secretary, any assistant secretary, or any officer, working in its Corporate Trust Office and having responsibility for the administration of this Agreement, and any other officer to whom a matter arising under this Agreement may be referred. Restricted Certificate : Any Class B6, Class B7, Class X, Class P or Class R Certificate. Rolling Three Month Delinquency Rate : With respect to any Distribution Date, the fraction, expressed as a percentage, equal to the average of the Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution Dates, respectively) immediately preceding calendar months. S&P : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor in interest. Sale Agreement : The Sale Agreement dated as of the Initial Cut-off Date between the Depositor and Seller for the sale of the Mortgage Loans. Scheduled Payment : Each scheduled payment of principal and interest (or of interest only, if applicable) to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where otherwise specified herein) by the amount of any related Debt Service Reduction (excluding all amounts of principal and interest that were due on or before the Cut-off Date whenever received) and, in the case of an REO Property, an amount equivalent to the Scheduled Payment that would have been due on the related Mortgage Loan if such Mortgage Loan had remained in existence. Scheduled Principal Balance : With respect to (i) any Mortgage Loan as of any Distribution Date, the principal balance of such Mortgage Loan at the close of business on the Initial Cut-off Date or Subsequent Cut-off Date, after giving effect to principal payments due on or before the Initial Cut-off Date or Subsequent Cut-off Date, as applicable, whether or not received, less an amount equal to principal payments due after the Initial Cut-off Date or Subsequent Cut-off Date, as applicable, and on or before the Due Date in the related Collection Period, whether or not received from the Mortgagor or advanced by or on behalf of the Servicer, and all amounts allocable to unscheduled principal payments (including Principal Prepayments, Liquidation Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the extent identified and applied prior to or during the related Prepayment Period) and (ii) any REO Property as of any Distribution Date, the Scheduled Principal Balance of the related Mortgage Loan on the Due Date immediately preceding the date of acquisition of such REO Property by or on behalf of the Trustee (reduced by any amount applied as a reduction of principal on the Mortgage Loan). With respect to any Mortgage Loan as of the Initial Cut-off Date or Subsequent Cut-off Date, as applicable, as specified in the Mortgage Loan Schedule. Securities Act : The Securities Act of 1933, as amended. Securities Administrator : As of the Closing Date, Wells Fargo Bank, N.A. and thereafter, any successor in interest or assign that meets the requirements of this Agreement. So long as Wells Fargo Bank, N.A. shall be the Securities Administrator, if Wells Fargo Bank, N.A. shall resign or be terminated as Securities Administrator under this Agreement, Wells Fargo Bank, N.A. shall simultaneously resign or be terminated as Master Servicer. Seller : Aegis Mortgage Corporation or any successor in interest. Senior Certificate : Any Class A Certificate. Senior Enhancement Percentage : With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Amount of the Class M and Class B Certificates and the Overcollateralization Amount (which amount, for purposes of this definition only, shall not be less than zero) and the denominator of which is the Aggregate Pool Balance for such Distribution Date, in each case after giving effect to distributions or such Distribution Date. Senior Principal Distribution Amount : With respect to any Distribution Date (a) prior to the Stepdown Date or if a Trigger Event is in effect with respect to such Distribution Date, an amount equal to 100% of the Principal Distribution Amount for both Mortgage Pools and (b) on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the lesser of (x) the Principal Distribution Amount for both Mortgage Pools and (y) the amount, if any, by which (x) the aggregate Class Principal Amount of the Class IA1, Class IA2, Class IA3, Class IA4 and Class IIA Certificates immediately prior to such Distribution Date exceeds (y) the Senior Target Amount. Senior Priority : With respect to Pool 1, to the Class IA1, Class IA2, Class IA3, and Class IA4, sequentially, in that order, in reduction of their Class Principal Amounts, until the Class Principal Amount of each such Class has been reduced to zero. Senior Proportionate Percentage : With respect to Pool 1 and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Principal Remittance Amount for Pool 1 for such Distribution Date and the denominator of which is the aggregate of the Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution Date. With respect to Pool 2 and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Principal Remittance Amount for Pool 2 for such Distribution Date and the denominator of which is the aggregate of the Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution Date. Senior Target Amount : With respect to each Distribution Date, an amount equal to the lesser of (a) the product of (i) 52.90% and (ii) the Aggregate Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance. Servicer : Ocwen Loan Servicing, LLC or any successor in interest, or if any successor servicer shall be appointed as herein provided, then such successor servicer. Servicer Event of Default : Any one of the events, conditions or circumstances enumerated in Section 7.1(a). Servicer Remittance Date : The day in each calendar month on which the Servicer is required to remit payments to the Collection Account, which is the 19 th day of each calendar month no later than 1:00 p.m. (New York City time) (or, if such 19 th day is not a Business Day, the immediately preceding Business Day). Servicer Termination Event : So long as Ocwen Loan Servicing, LLC (or an Affiliate of Ocwen Loan Servicing, LLC) remains the Servicer, a Servicer Termination Event shall have occurred if either (a) the Delinquency Rate for any month exceeds 20.00 percent or (b) Cumulative Realized Losses as of any date exceed 7.75 percent. Servicing Advances : All customary, reasonable and necessary “out of pocket” costs and expenses other than Delinquency Advances (including reasonable attorneys’ fees and disbursements) incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation, inspection, restoration and protection of the Mortgaged Property, (b) any enforcement or administrative or judicial proceedings, including foreclosures, (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rents and other charges which are or may become a lien upon the Mortgaged Property, and Bulk PMI Policy premiums and fire and hazard insurance coverage, (e) any losses sustained by a Servicer with respect to the liquidation of the Mortgaged Property, (f) executing and recording instruments of satisfaction, deeds of reconveyance or Assignments to the extent not recovered from the related borrower or otherwise payable under this Agreement and (g) obtaining any legal documentation required to be included in the Mortgage File and/or correcting any outstanding title issues (i.e. any lien or encumbrance on the Mortgaged Property that prevents the effective enforcement of the intended lien position) reasonably necessary for the Servicer to perform its obligations under this Agreement. Servicing Fee : With respect to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage Loan as of the first day of the related Collection Period. Servicing Fee Rate : 0.50% per annum. Servicing Officer : Any of the President, any Vice President (however denominated), or Assistant Vice President of the Servicer or Master Servicer, as applicable, involved in, or responsible for, the administration and servicing or master servicing, if applicable, of one or more Mortgage Loans at the time of performance of the relevant activity of the Servicer or Master Servicer. Servicing Rights Termination Event : A Servicing Rights Termination Event shall have occurred if the Servicer fails to make a required Delinquency Advance. Servicing Standard : The Servicer shall service and administer the Mortgage Loans (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, the Servicer generally services and administers similar mortgage loans with similar mortgagors (i) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional residential mortgage lenders servicing their own loans or (ii) held in the Servicer’s own portfolio, whichever standard is higher; (b) with a view to the maximization of recoveries with respect to such Mortgage Loans on a net present value basis and the best interests of the Trust Fund and any Person to which Mortgage Loans may be transferred by the Trustee; (c) without regard to (i) any relationship that the Servicer or any Affiliate thereof may have with the related Mortgagor or any other party to the transaction, (ii) the right of the Servicer to receive compensation or other fees for its services rendered pursuant to this Agreement, (iii) the obligation of the Servicer to make Servicing Advances, (iv) the ownership, servicing or management by the Servicer or any Affiliate thereof for others of any other mortgage loans or mortgaged properties, and (v) any debt that the Servicer or any Affiliate thereof has extended to any Mortgagor or any affiliate of such Mortgagor; and (d) in accordance with applicable federal, state and local laws, rules and regulations. Special Servicer : The person designated by the Seller (with the prior consent of the Trustee, the Master Servicer and the NIMS Insurer, if any) to assume the servicing of Distressed Mortgage Loans pursuant to Section 3.22 hereof. Startup Day : The day designated as such in the Preliminary Statement. Stepdown Date : The earlier to occur of (a) the Distribution Date on which the aggregate Class Principal Amount of the Class A Certificates has been reduced to zero and (b) the later to occur of (x) the Distribution Date in November 2008 and (y) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose after giving effect to payments or other recoveries in respect of the Mortgage Loans during the related Collection Period but before giving effect to distributions on the Certificates on such Distribution Date) is greater than or equal to 47.10%. Subordinate Certificate : Any Class M, Class B or Class X Certificate. Subordinate Net Funds Cap : With respect to any Distribution Date will equal the weighted average of the Pool 1 Net Funds Cap and the Pool 2 Net Funds Cap, weighted on the basis of the Pool Subordinate Amount for each Mortgage Pool. Subsequent Cut-off Date : With respect to the Subsequent Mortgage Loans, November 1, 2005. Subsequent Mortgage Loan : A Mortgage Loan that is conveyed as of a Transfer Date to the Trustee by the Depositor pursuant to a Transfer Supplement to the Sale Agreement, which Mortgage Loan shall be identified in such Transfer Supplement and added by the Depositor to the Mortgage Loan Schedule. Subsequent Recovery : With respect to any Mortgage Loan, any collection or other recovery of amounts owed thereunder after such Mortgage Loan becomes a Liquidated Mortgage Loan. Substitution Adjustment Amount : The amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage Loan exceeds the Scheduled Principal Balance of the related Qualified Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if applicable, plus unpaid interest thereon, and any related unpaid Advances or unpaid Servicing Fees, and the amount of any costs and damages incurred by the Trust Fund in connection with any violation of any applicable federal, state or local predatory or abusive lending laws in connection with the origination of such Deleted Mortgage Loan. Supplemental Interest Trust : The corpus of a trust created pursuant to Section 4.7 of this Agreement and designated as the “Supplemental Interest Trust,” consisting of the Swap Agreement, the Supplemental Interest Trust Account, the right to receive the Class X Distributable Amount as provided in Section 4.1(e)(xviii), the Class LT4-I interest in REMIC 4 and the right to receive Class I Shortfalls. Supplemental Interest Trust Account : The account created pursuant to Section 4.7 of this Agreement. Supplemental Interest Trust Amount : With respect to any Distribution Date, the sum of any Net Swap Payment and any Swap Termination Payment deposited into the Supplemental Interest Trust Account. Swap Agreement : The interest rate swap agreement (which shall be documented as five (5) agreements) entered into by the Supplemental Interest Trust, which agreement provides for a Net Swap Payment to be paid pursuant to the conditions provided therein, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit O. Swap Counterparty : The counterparty to the Supplemental Interest Trust either (a) entitled to receive payments from the Supplemental Interest Trust or (b) required to make payments to the Supplemental Interest Trust, in either case pursuant to the terms of the Swap Agreement, and any successor in interest or assign. Initially, the Swap Counterparty shall be Bear Stearns Financial Products Inc. Swap Counterparty Trigger Event : A Swap Counterparty Trigger Event shall have occurred if any of a Swap Default with respect to which the Swap Counterparty is a Defaulting Party, a Termination Event with respect to which the Swap Counterparty is the sole Affected Party or an Additional Termination Event with respect to which the Swap Counterparty is the sole Affected Party has occurred. Swap Default : Any of the circumstances constituting an “Event of Default” under the Swap Agreement. Swap LIBOR : With respect to any Distribution Date (and the related Accrual Period), and as calculated by the Swap Counterparty, the product of (i) LIBOR as defined in the Swap Agreement, (ii) two, and (iii) the quotient of (a) the actual number of days in the accrual period for the LIBOR Certificates divided by (b) 30. Swap Termination Payment : Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Supplemental Interest Trust to the Swap Counterparty, or by the Swap Counterparty to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap Agreement. Target Amount : With respect to any Distribution Date, an amount equal to the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date. Targeted Overcollateralization Amount : With respect to any Distribution Date (x) prior to the Stepdown Date, $6,600,000, (y) on or after the Stepdown Date, and provided that an Overcollateralization Trigger Event is not in effect, the greater of (i) $6,000,000 and (ii) 1.10% of the Aggregate Pool Balance for such Distribution Date and (z) on or after the Stepdown Date and provided that an Overcollateralization Trigger Event is in effect, the Targeted Overcollateralization Amount for the immediately preceding Distribution Date. Tax Matters Person : Initially, Aegis Mortgage Corporation or its designated affiliate; thereafter, and for each taxable year beginning with the taxable year ending December 31, 2005, the holder of the largest Percentage Interest in the Residual Certificates. Telerate Page 3750 : The display currently so designated as “Page 3750” on the Bridge Telerate Service (or such other page selected by the Servicer as may replace Page 3750 on that service for the purpose of displaying daily comparable rates on prices). Termination Event : As defined in the Swap Agreement. Title Insurance Policy : A title insurance policy maintained with respect to a Mortgage Loan. Total Distribution Amount : With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date, (ii) the aggregate of the Principal Remittance Amounts for such date, and (iii) all Prepayment Penalties collected during the related Prepayment Period or Collection Period, as applicable. Transfer Date : Any date during the Pre-Funding Period on which Subsequent Mortgage Loans are conveyed by the Depositor to the Trustee pursuant to Section 2.1(b), as specified in the applicable Transfer Supplement. Transfer Price : With respect to any Subsequent Mortgage Loan, the price specified in the related Transfer Supplement which shall be no less than the outstanding principal balance of such Subsequent Mortgage Loan as of the Subsequent Cut-off Date specified in the related Transfer Supplement. Transfer Supplement : With respect to each sale of Subsequent Mortgage Loans from the Seller to the Depositor pursuant to the Sale Agreement, the transfer supplement entered into between the Seller and the Depositor, substantially in the form of Schedule B to the Sale Agreement. Transferee Affidavit : As defined in Section 5.2. Transferor Affidavit : As defined in Section 5.2. Trigger Event : A Trigger Event shall have occurred with respect to any Distribution Date if (i) a Delinquency Event or (ii) an Overcollateralization Cumulative Loss Trigger Event shall have occurred. Trust Fund : The corpus of a trust created pursuant to this Agreement and designated as the “Trust Fund,” consisting of the Mortgage Loans, the assignment of the Depositor’s rights under the Sale Agreement, such amounts as shall from time to time be held in the Collection Account, the Distribution Account and any Escrow Account, the Basis Risk Reserve Fund, the Pre-Funding Account, the Capitalized Interest Account, any Insurance Policies, any REO Property and the other items referred to in, and conveyed to the Trustee under, Section 2.1(a). Trustee : Wachovia Bank, National Association, not in its individual capacity but solely as Trustee, or any successor in interest, or if any successor trustee or any co-trustee shall be appointed as herein provided, then such successor trustee and such co-trustee, as the case may be. Trustee Fee : The annual fee payable by the Master Servicer on behalf of the Trust Fund to the Trustee from income on funds held in the Collection Account as provided in Section 3.8 and pursuant to the terms of Section II of the separate fee letter agreement for Aegis Asset Backed Securities Trust Mortgage Pass-Through Certificates, Series 2005-5, a copy of which has been provided to the Master Servicer and the Securities Administrator. Trustee Fee Rate : Not applicable.. UCC : The Uniform Commercial Code as in effect in any applicable jurisdiction from time to time. Underwriters : Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc. and UBS Securities LLC. Underwriter’s Exemption : Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor. Unpaid Basis Risk Shortfall : With respect to any Distribution Date and any LIBOR Certificate, the aggregate of all Basis Risk Shortfalls with respect to such Certificate remaining unpaid from previous Distribution Dates, plus interest accrued thereon at the applicable Certificate Interest Rate (calculated without giving effect to the applicable Net Funds Cap but limited to a rate no greater than the Maximum Interest Rate). Upper Tier REMIC : REMIC 3. Voting Interests : The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement. At all times during the term of this Agreement, 98% of all Voting Interests shall be allocated to the Class A, Class M and Class B Certificates. Voting Interests shall be allocated among such Certificates based on the product of (i) 98% and (ii) the fraction, expressed as a percentage, the numerator of which is the aggregate Class Principal Amount of all Certificates then outstanding and the denominator of which is the Pool Balance then outstanding. The remainder of the Voting Interests not otherwise allocated below shall be allocated to the Class R Certificates. At all times during the term of this Agreement, 1% of all Voting Interests shall be allocated to each Class of the Class P and Class X Certificates, while they remain outstanding. Voting Interests shall be allocated among the other Classes of Certificates (and among the Certificates within each such Class) in proportion to their Class Principal Amounts (or Certificate Principal Amounts) or Percentage Interests. Calculations Respecting Mortgage Loans . Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and payments to be made to the Master Servicer and then to the Securities Administrator as supplied to the Master Servicer by the Servicer and to the Securities Administrator by the Master Servicer. The Securities Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or the Credit Risk Manager. Calculations Respecting Accrued Interest . Accrued interest, if any, on any LIBOR Certificate shall be calculated based upon a 360-day year and the actual number of days in each Accrual Period. Accrued interest, if any, on the Class X Certificates and each class of Lower Tier Interests shall be calculated based upon a 360-day year consisting of twelve 30-day months. Rights of the NIMS Insurer . Each of the rights of the NIMS Insurer, if any, set forth in this Agreement shall be in effect only so long as any NIM Securities are issued and remain outstanding or the NIMS Insurer, if any, is owed amounts in respect of its guarantee of payment on such NIM Securities.
ARTICLE II Conveyance of Mortgage Loans . (a) Initial Mortgage Loans. To provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, the distribution of all other sums distributable hereunder with respect to the Certificates and the performance of the covenants contained herein, the Depositor hereby sells, conveys, assigns and transfers to the Trustee, in trust, without recourse, subject to Section 2.3, in trust, and for the exclusive benefit of the Certificateholders as their respective interests may appear, all the Depositor’s right, title and interest in and to any and all benefits accruing to the Depositor from: (A) (i) the Initial Mortgage Loans (and all Qualified Substitute Mortgage Loans substituted therefor) exclusive of the servicing rights related thereto, in respect of which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith the related Mortgage Files, and the Depositor’s interest in any collateral pledged to secure a Mortgage Loan, and all Scheduled Payments due after the Initial Cut-off Date and all Principal Prepayments received with respect to the Mortgage Loans paid by the borrower after the Initial Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) each Insurance Policy; (iii) the Sale Agreement (and delegates its obligations thereunder) and (iv) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing); to pay the Certificates as specified herein (items (i) through (iv) above, collectively, the “Trust Fund”) and (B) the Swap Agreement and the right to receive cash and all other assets constituting property of the Supplemental Interest Trust. Concurrently with the execution of this Agreement, the Swap Agreement shall be delivered to the Securities Administrator on behalf of the Trustee. In connection therewith, the Depositor hereby directs the Trustee (solely in its capacity as such) to execute and deliver the Swap Agreement on behalf of, and for the benefit of, the Certificateholders. The Seller, the Master Servicer, the Securities Administrator, the Depositor, the Servicer and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Swap Agreement solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. It is agreed and understood by the Depositor and the Trustee (and the Seller has so represented and recognized in the Sale Agreement) that it is not intended that any Mortgage Loan to be included in the Trust Fund be (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) a “High-Risk Home Loan” as defined in the Illinois High-Risk Home Loan Act effective January 1, 2004, (iv) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004, or (v) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005. (b) Subsequent Mortgage Loans. On each Transfer Date, provided that each condition set forth in this Section 2.1(b) is satisfied, the Depositor shall convey to the Trustee, and the Trustee shall purchase pursuant to this Section 2.1(b), all Subsequent Mortgage Loans that satisfy the criteria set forth in this Section 2.1(b) then offered for sale by the Depositor; provided, however , that the aggregate Transfer Price for such Subsequent Mortgage Loans shall not exceed the Pre-Funding Amount. Subject to the conditions set forth in this Section 2.1(b), in consideration of the Securities Administrator’s delivery on the related Transfer Date to the Depositor or its designee, or upon the order of the Depositor, of the aggregate Transfer Price for the related Subsequent Mortgage Loans from amounts on deposit in the Pre-Funding Account, the Depositor shall, on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the Trustee, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to each Subsequent Mortgage Loan then being transferred (including all interest and principal thereon received with respect to such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date specified in the Transfer Supplement (other than any Retained Interest or any Prepayment Penalty Amounts) identified in the Addition Notice delivered by the Depositor on such Transfer Date and all items in the related Mortgage File. In connection therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the inclusion of each such Subsequent Mortgage Loan in Pool 1 as part of the assets of the Trust Fund. The Depositor shall promptly deliver to the Trustee, the Custodian, the Securities Administrator and the Master Servicer a copy of the Mortgage Loan Schedule as so amended. Concurrently with the execution and delivery of each Transfer Supplement, the Depositor does hereby assign to the Trustee all of its righ |