MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., Depositor UBS WARBURG REAL ESTATE SECURITIES INC., Transferor WELLS FARGO BANK MINNESOTA, N.A., Master Servicer and JPMORGAN CHASE BANK, Trustee POOLING AND SERVICING AGREEMENT

EXECUTION COPY

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,

Depositor

UBS WARBURG REAL ESTATE SECURITIES INC.,

Transferor

XXXXX FARGO BANK MINNESOTA, N.A.,

Master Servicer

and

JPMORGAN CHASE BANK,

Trustee

_______________________________________________

POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2003

_______________________________________________

MASTR ASSET SECURITIZATION TRUST 2003-4

MORTGAGE PASS-THROUGH CERTIFICATES, Series 2003-4

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01

Definitions.

Section 1.02

Certain Calculations.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Mortgage Loans.

Section 2.02

Acceptance by Trustee of the Mortgage Loans.

Section 2.03

Remedies for Breaches of Representations and Warranties.

Section 2.04

Representations and Warranties of the Depositor as to

the Mortgage Loans.

Section 2.05

[Reserved].

Section 2.06

Execution and Delivery of Certificates.

Section 2.07

REMIC Matters.

Section 2.08

Covenants of the Master Servicer.

Section 2.09

Representations and Warranties of the Master Servicer.

ARTICLE III

ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

Section 3.01

Master Servicing of Mortgage Loans.

Section 3.02

Monitoring of Servicers.

Section 3.03

[Reserved].

Section 3.04

Rights of the Depositor and the Trustee in Respect

of the Master Servicer.

Section 3.05

Trustee to Act as Master Servicer.

Section 3.06

Protected Accounts.

Section 3.07

Collection of Mortgage Loan Payments; Collection Account;

Distribution Account.

Section 3.08

Collection of Taxes, Assessments and Similar Items; Escrow Accounts.

Section 3.09

Access to Certain Documentation and Information Regarding

the Mortgage Loans.

Section 3.10

Permitted Withdrawals from the Collection Account and

Distribution Account.

Section 3.11

Maintenance of Hazard Insurance; Maintenance of

Primary Insurance Policies.

Section 3.12

Presentment of Claims and Collection of Proceeds.

Section 3.13

Maintenance of the Primary Insurance Policies.

Section 3.14

Realization Upon Defaulted Mortgage Loans.

Section 3.15

REO Property.

Section 3.16

Due-on-Sale Clauses; Assumption Agreements.

Section 3.17

Trustee to Cooperate; Release of Mortgage Files.

Section 3.18

Documents, Records and Funds in Possession of

Master Servicer to Be Held for the Trustee.

Section 3.19

Master Servicing Compensation.

Section 3.20

Access to Certain Documentation.

Section 3.21

Annual Statement as to Compliance.

Section 3.22

Annual Independent Public Accountants’ Servicing Statement;

Financial Statements.

Section 3.23

Errors and Omissions Insurance; Fidelity Bonds.

ARTICLE IV

DISTRIBUTIONS AND SERVICING ADVANCES

Section 4.01

Advances.

Section 4.02

Priorities of Distribution.

Section 4.03

Allocation of Realized Losses.

116

Section 4.04

Distribution Date Statements to Certificateholders.

119

Section 4.05

Determination of LIBOR.

121

ARTICLE V

THE CERTIFICATES

Section 5.01

The Certificates.

123

Section 5.02

Certificate Register; Registration of Transfer and

Exchange of Certificates.

123

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates.

128

Section 5.04

Persons Deemed Owners.

128

Section 5.05

Access to List of Certificateholders’ Names and Addresses.

128

Section 5.06

Maintenance of Office or Agency.

129

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01

Respective Liabilities of the Depositor and the Master Servicer.

130

Section 6.02

Merger or Consolidation of the Depositor or the Master Servicer.

130

Section 6.03

Limitation on Liability of the Depositor, the Transferor,

the Master Servicer and Others.

130

Section 6.04

Limitation on Resignation of Master Servicer.

131

Section 6.05

Sale and Assignment of Master Servicing Rights.

131

ARTICLE VII

DEFAULT

Section 7.01

Events of Default.

133

Section 7.02

Trustee to Act; Appointment of Successor.

134

Section 7.03

Notification to Certificateholders.

136

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE MASTER SERVICER

Section 8.01

Duties of Trustee.

137

Section 8.02

Certain Matters Affecting the Trustee.

138

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans.

140

Section 8.04

Trustee May Own Certificates.

140

Section 8.05

Trustee’s Fees and Expenses.

140

Section 8.06

Eligibility Requirements for Trustee.

141

Section 8.07

Resignation and Removal of Trustee.

141

Section 8.08

Successor Trustee.

142

Section 8.09

Merger or Consolidation of Trustee.

143

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

143

Section 8.11

Tax Matters.

144

Section 8.12

Periodic Filings.

146

ARTICLE IX

TERMINATION

Section 9.01

Termination upon Liquidation or Purchase of All Mortgage Loans.

148

Section 9.02

Final Distribution on the Certificates.

148

Section 9.03

Additional Termination Requirements.

149

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01

Amendment.

151

Section 10.02

Recordation of Agreement; Counterparts.

152

Section 10.03

Governing Law.

153

Section 10.04

Intention of Parties.

153

Section 10.05

Notices.

153

Section 10.06

Severability of Provisions.

154

Section 10.07

Assignment.

154

Section 10.08

Limitation on Rights of Certificateholders.

155

Section 10.09

Inspection and Audit Rights.

155

Section 10.10

Certificates Nonassessable and Fully Paid.

156

Section 10.11

Reserved.

156

SCHEDULES

Schedule I:

Mortgage Loan Schedule

S-I-1

Schedule II:

Representations and Warranties as to the Mortgage Loans.

S-II-1

Schedule III:

Scheduled Class Balance Tables—PACs

S-III-1

Schedule IV:

Scheduled Class Balance Tables—TACs

S-IV-1

EXHIBITS

Exhibit A:

Form of Class A Certificate

A-1

Exhibit B:

Form of Class PO Certificate

B-1

Exhibit C:

Form of Class A-X Certificate

C-1

Exhibit D:

Form of Class A-R Certificate

D-1

Exhibit E:

Form of Class B Certificate

E-1

Exhibit F:

Form of Reverse of Certificates

F-1

Exhibit G:

Form of Initial Certification of Master Servicer

G-1

Exhibit H:

Form of Final Certification of Master Servicer

H-1

Exhibit I:

Transfer Affidavit

I-1

Exhibit J:

Form of Transferor Certificate

J-1

Exhibit K:

Form of Investment Letter (Non-Rule 144A)

K-1

Exhibit L:

Form of Rule 000X Xxxxxx

X-0

Xxxxxxx M:

Form of Request for Release

M-1

Exhibit N:

Form of Certification to be Provided with Form 10-K

O-1

THIS POOLING AND SERVICING AGREEMENT, dated as of April 1, 2003, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the “Depositor”), UBS WARBURG REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the “Transferor”), XXXXX FARGO BANK MINNESOTA, N.A., a national banking association, as master servicer (the “Master Servicer”), and JPMORGAN CHASE BANK, a New York banking corporation, as trustee (the “Trustee”).

WITNESSETH THAT

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of three REMICs (“Subsidiary REMIC 1”, “Subsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date.

Subsidiary REMIC 1 will consist of all of the assets constituting the Trust Fund corresponding to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7 and Loan Group 8 and will be evidenced by the following uncertificated 13 interests that shall be designated as REMIC regular interests: the LT1-I Interest, the LT2-I Interest, the LT3-I Interest, the LT1-II Interest, the LT2-II Interest, the LT3-II Interest, the LT1-III Interest, the LT2-III Interest, the LT3-III Interest, the LT-15-A-X Interest, the LT-30-A-X Interest, the LT-PO Interest and the LT-6 Interest (the “Subsidiary REMIC 1 Regular Interests”). In addition, Subsidiary REMIC 1 shall issue the R-1 interest and shall designate such interest as its sole class of residual interest.

Subsidiary REMIC 2 shall hold as its assets the uncertificated REMIC regular interests issued by Subsidiary REMIC 1. Subsidiary REMIC 2 shall issue the R-2 interest and shall designate such interest as its sole class of residual interest. In addition, Subsidiary REMIC 2 shall issue the uncertificated REMIC regular interests set forth below for Subsidiary REMIC 2.

The Master REMIC will consist of the Subsidiary REMIC 2 Regular Interests and will be evidenced by the Classes of regular interests set forth below for the Master REMIC (which each will represent the “regular interests” in the Master REMIC) and the R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-R shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-1, Class R-2 and Class R-3 interests.

Subsidiary REMIC 1:

The Subsidiary REMIC 1 Regular Interests, each of which is hereby designated a REMIC regular interest for federal income tax purposes, shall have the following principal balances, pass-through rates and corresponding Loan Groups in the manner set forth in the following table:

REMIC	Initial	Pass-	Corresponding
Interests	Balance	Through Rate	Loan Group
LT1-I	(1)	5.75%	1
LT2-I	(1)	5.75%	1
LT3-I	(1)	5.75%	1
LT1-II	(1)	5.00%	2, 3 and 8
LT2-II	(1)	5.00%	2, 3 and 8
LT3-II	(1)	5.00%	2, 3 and 8
LT1-III	(1)	5.50%	4, 5 and 7
LT2-III	(1)	5.50%	4, 5 and 7
LT3-III	(1)	5.50%	4, 5 and 7
LT-15-A-X	(2)	(3)	2, 3 and 8
LT-30-A-X	(2)	(4)	1, 4, 5, 6 and 7
LT-PO	$1,503,808.96	0%	1, 4, 5, 6 and 7
LT-6	(5)	5.50%	6

________________________

(1)

Each LT1 Interest shall have a principal balance initially equal to 0.9% of the Group Subordinate Amount of its corresponding Loan Group or Groups. Each LT2 Interest shall have a principal balance initially equal to 0.1% of the Group Subordinate Amount of its corresponding Loan Group. The initial principal balance of each LT3 Interest shall equal the excess of the Group Pool Principal Balance of its corresponding Loan Group or Groups over the sum of (i) the initial principal balances of the LT1 and LT2 Interests corresponding to such Loan Group or Groups and (ii) the portion of the LT-PO Interest attributable to the Discount Loans in the Loan Group or Groups corresponding to such LT3 Interest.

(2)

The LT-15-A-X and LT-30-A-X Interests shall not have any principal balance.

(3)

The LT-15-A-X Interest shall be equal to interest calculated at the related Stripped Interest Rate on each Non-Discount Mortgage Loan in Loan Group 2, Loan Group 3 and Loan Group 8.

(4)

The LT-30-A-X Interest shall be equal to interest calculated at the related Stripped Interest Rate on each Non-Discount Mortgage Loan in Loan Group 1, Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7.

(5)

The principal balance of the LT-6 Interest shall equal the principal balance of Loan Group 6 less the portion of the LT-PO Interest attributable to the Discount Mortgage Loans in Loan Group 6.

Unless a Cross-over Situation (as defined below) exists, principal and Realized Losses arising with respect to each Loan Group shall be allocated first to cause the LT1 and LT2 interests corresponding to such Loan Group or Groups to equal 0.9% and 0.1% of the Group Subordinate Amount of such Loan Group or Groups as of such Distribution Date and all excess principal and Realized Losses shall be allocated to the LT3 interest corresponding to such Loan Group or Groups. A LT1, LT2 or LT3 interest that is allocated principal on any Distribution Date shall receive such principal, and have its principal balance reduced by the amount of such principal, on such Distribution Date. Similarly, a LT1, LT2 or LT3 interest that is allocated a Realized Loss on any Distribution Date shall have its principal balance reduced by the amount of such Realized Loss on such Distribution Date.

A “Cross-over Situation” exists if on any Distribution Date (after taking into account distributions of principal and allocations of Realized Losses on such Distribution Date) the LT1 and LT2 interests corresponding to any Loan Group or Groups are in the aggregate less than 1% of the Group Subordinate Amount of the Loan Group or Groups to which they correspond. In the event that a Cross-Over Situation exists on any Distribution Date, and the weighted average rate of the outstanding LT1 and LT2 interests is less than the Pass-Through Rate for any class of Subordinate Certificates, a Principal Relocation Payment (as defined below) shall be made proportionately to the outstanding LT1 interests prior to any other distributions of principal from each such Loan Group or Groups. In the event that a Cross-Over Situation exists on any Distribution Date, and the weighted average rate of the outstanding LT1 and LT2 interests is greater than the Pass-Through Rate for any class of Subordinate Certificates, a Principal Relocation Payment shall be made proportionately to the outstanding LT2 interests prior to any other distributions of principal from each such Loan Group. A “Principal Relocation Payment” is a distribution of principal that causes the Calculation Rate (as defined below) on the outstanding LT1 and LT2 interests to equal the Pass-Through Rate for each class of Subordinate Certificates. The “Calculation Rate” shall equal the product of (i) 10 and (ii) the weighted average rate of the outstanding Class LT1 and Class LT2 interests, treating each Class LT1 interest as capped at zero or reduced by a fixed percentage of 100% of the interest accruing on such class. Principal Relocation Payments shall be made from principal received on the Mortgage Loans from a Loan Group or Groups and shall also consist of a proportionate allocation of Realized Losses from the Mortgage Loans of a Loan Group or Groups. For purposes of making Principal Relocation Payments, to the extent that the principal received during the Collection Period from the related Loan Group and Realized Losses are insufficient to make the necessary reduction of principal, then interest shall accrue on the LT3 interest related to a Loan Group or Groups (and be added to their principal balances) that are not receiving a Principal Relocation Payment to allow the necessary Principal Relocation Payment to be made.

If a Cross-Over Situation exists, the outstanding aggregate LT1 and LT2 interests shall not be reduced below one percent of the aggregate Group Pool Principal Balance of the Loan Group or Groups as of the end of any Collection Period in excess of the Senior Certificates related to such Loan Group as of the related Distribution Date (after taking into account distributions of principal and allocations of Realized Losses on such Distribution Date). To the extent this limitation prevents the distribution of principal to the LT1 and LT2 interests of a Loan Group and the related LT3 interest has already been reduced to zero, such excess principal from the other Loan Group or Loan Groups shall be paid proportionately to the LT3 interests of the Loan Group or Groups whose aggregate LT1 and LT2 interests are less than one percent of the Group Subordinate Amount. Any such shortfall as a result of the Loan Group or Groups receiving the extra payment having a Ratio-strip Rate (as defined below) lower than the weighted average Ratio-strip Rate of the Loan Group from which the payment was relocated shall be treated as a Realized Loss and if excess arises as result of the Loan Group receiving the extra payment having a Ratio-strip Rate higher than the Loan Group from which the payment was relocated it shall reimburse Subsidiary REMIC 2 for prior Realized Losses. The “Ratio-strip Rate” for Loan Group 1 is 5.750%, for Loan Group 2, Loan Group 3 and Loan Group 8 is 5.00% and for Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7 is 5.50%.

The Class LT-PO shall be entitled to receive the PO Percentage of principal payments from Discount Loans in Loan Group 1, Loan Group 5, Loan Group 6, Loan Group 7 and Loan Group 8.

Subsidiary REMIC 2:

The Subsidiary REMIC 2 Regular Interests, each of which is hereby designated a REMIC regular interest for federal income tax purposes, shall have the following principal balances and pass-through rates in the manner set forth in the following table:

Subsidiary REMIC 2	Initial	Pass-	Related
Interests	Balance	Through Rate	Loan Group
MT-1-A-1	$95,267,000.00	5.750%	1
MT-2-A-1	$33,000,000.00	5.000%	2
MT-2-A-2	$210,238,000.00	5.000%	2
MT-2-A-3	$10,000,000.00	5.000%	2
MT-2-A-4	$12,500,000.00	5.000%	2
MT-2-A-5	$1,000,000.00	5.000%	2
MT-2-A-6	$20,000,000.00	4.500%	2
MT-2-A-7	$40,000,000.00	4.750%	2
MT-3-A-1	$25,000,000.00	4.750%	3
MT-3-A-2	$25,000,000.00	5.000%	3
MT-4-A-1	$96,438,000.00	5.500%	4
MT-4-A-2	$40,000,000.00	5.500%	4
MT-4-A-3	$1,500,000.00	5.500%	4
MT-5-A-1	$27,961,000.00	5.500%	5
MT-6-A-1	$98,102,000.00	4.250%	6
MT-6-A-2	$63,646,000.00	4.375%	6
MT-6-A-3 (XX)	$70,000,000.00	(XX)	6
MT-6-A-4	$5,508,000.00	5.500%	6
MT-6-A-5	$12,500,000.00	(XX)	6
MT-6-A-6	(XX)	(XX)	6
MT-6-A-7	$50,000,000.00	4.750%	6
MT-6-A-8	$100,000,000.00	5.500%	6
MT-6-A-9	$8,684,000.00	5.500%	6
MT-6-A-10	$6,520,000.00	8.500%	6
MT-6-A-11	$26,080,000.00	4.750%	6
MT-6-A-12	$11,075,000.00	5.500%	6
MT-6-A-13	$504,000.00	5.500%	6
MT-6-A-14	$380,000.00	5.500%	6
MT-6-A-15	$950,000.00	5.500%	6
MT-6-A-16	$23,500,000.00	5.500%	6
MT-6-A-17	$1,500,000.00	5.500%	6
MT-7-A-1	$22,362,000.00	5.500%	7
MT-7-A-2	$3,500,000.00	5.500%	7
MT-8-A-1	$51,703,333.00	5.000%	8
MT-8-A-2	$1,000,000.00	5.000%	8
MT-8-A-3	$105,000.00	5.000%	8
MT-8-A-4	$20,000,000.00	4.750%	8
MT-C-A-1 (XX)	$5,416,667.00	8.000%	2 and 3
MT-C-A-2 (XX)	$5,000,000.00	8.000%	2 and 8
MT-PO	$1,503,808.96	(XX)	1, 5, 6, 7 and 8
MT-15-A-X	(1)	5.000%	2, 3 and 8
MT-30-A-X	(2)	5.500%	1, 4, 5, 6 and 7
MT-A-R	$100.00	5.75%	1
MT-B-1	$10,317,000.00	(3)	1, 2, 3, 4, 5, 7 and 8
MT-B-2	$2,293,000.00	(3)	1, 2, 3, 4, 5, 7 and 8
MT-B-3	$1,146,000.00	(3)	1, 2, 3, 4, 5, 7 and 8
MT-B-4	$764,000.00	(3)	1, 2, 3, 4, 5, 7 and 8
MT-B-5	$764,000.00	(3)	1, 2, 3, 4, 5, 7 and 8
MT-B-6	$765,121.00	(3)	1, 2, 3, 4, 5, 7 and 8
MT-6-B-1	$9,427,000.00	5.500%	6
MT-6-B-2	$2,729,000.00	5.500%	6
MT-6-B-3	$1,984,000.00	5.500%	6
MT-6-B-4	$993,000.00	5.500%	6
MT-6-B-5	$744,000.00	5.500%	6
MT-6-B-6	$992,829.00	5.500%	6
MT-6-A-3-1	(XX)	5.500%	6
MT-6-A-3-2	$11,121,000.00	5.500%	6
MT-6-A-3-3	(XX)	5.500%	6
MT-6-A-3-4	$58,879,000.00	5.500%	6
MT-C-A-1-1	$3,333,334.00	8.000%	2
MT-C-A-1-2	$2,083,333.00	8.000%	3
MT-C-A-2-1	$3,333,333.00	8.000%	2
MT-C-A-2-2	$1,666,667.00	8.000%	8

_______________

(1)

The Class MT-15-A-X shall not have a principal balance. The Class MT-15-A-X shall be entitled to the excess interest on the Non-Discount Mortgage Loans in Loan Group 2, Loan Group 3 and Loan Group 8, which excess corresponds to 100% of the distributions on the LT-15-A-X interest issued by Subsidiary REMIC 1.

(2)

The Class MT-30-A-X shall not have a principal balance. The Class MT-30-A-X-2 shall be entitled to the excess interest on the Non-Discount Mortgage Loans in Loan Group 1, Loan Group 4, Loan Group 5, Loan Group 5 and Loan Group 7, which excess corresponds to 100% of the distributions on the LT-30-A-X interest issued by Subsidiary REMIC 1.

(3)

The Calculation Rate, which rate equals the product of (i) 10 and (ii) the weighted average rate of the outstanding Class LT1 and Class LT2 interests, treating each Class LT1 interest as capped at zero or reduced by a fixed percentage of 100% of the interest accruing on such Class. The Calculation Rate is designed to always equal the Pass Through Rate of each class of the Group B Subordinate Certificates.

Each Subsidiary REMIC 2 Regular Interest shall receive principal distributions and allocations of Realized Losses equal to those for its corresponding class in the Master REMIC.

Master REMIC:

The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount):

	Initial Class			Integral Multiples
	Principal Balance or	Initial Pass-Through	Minimum	in Excess of
	Notional Amount	Rate	Denomination	Minimum
Class 1-A-1	$95,267,000.00	5.750%	$ 25,000	$1
Class 2-A-1	$33,000,000.00	5.000%	$ 25,000	$1
Class 2-A-2	$210,238,000.00	5.000%	$ 25,000	$1
Class 2-A-3	$10,000,000.00	5.000%	$ 1,000	$1
Class 2-A-4	$12,500,000.00	5.000%	$ 25,000	$1
Class 2-A-5	$1,000,000.00	5.000%	$ 25,000	$1
Class 2-A-6	$20,000,000.00	4.500%	$ 25,000	$1
Class 2-A-7	$40,000,000.00	4.750%	$ 25,000	$1
Class 3-A-1	$25,000,000.00	4.750%	$ 25,000	$1
Class 3-A-2	$25,000,000.00	5.000%	$ 25,000	$1
Class 4-A-1	$96,438,000.00	5.500%	$ 25,000	$1
Class 4-A-2	$40,000,000.00	5.500%	$ 25,000	$1
Class 4-A-3	$1,500,000.00	5.500%	$ 25,000	$1
Class 5-A-1	$27,961,000.00	5.500%	$ 25,000	$1
Class 6-A-1	$98,102,000.00	4.250%	$ 25,000	$1
Class 6-A-2	$63,646,000.00	4.375%	$ 25,000	$1
Class 6-A-3 (1)	$70,000,000.00	(1)	$ 25,000	$1
Class 6-A-4	$5,508,000.00	5.500%	$ 25,000	$1
Class 6-A-5	$12,500,000.00	(2)	$ 25,000	$1
Class 6-A-6	(3)	(4)	$ 100,000	$1
Class 6-A-7	$50,000,000.00	4.750%	$ 25,000	$1
Class 6-A-8	$100,000,000.00	5.500%	$ 25,000	$1
Class 6-A-9	$8,684,000.00	5.500%	$ 1,000	$1
Class 6-A-10	$6,520,000.00	8.500%	$ 25,000	$1
Class 6-A-11	$26,080,000.00	4.750%	$ 25,000	$1
Class 6-A-12	$11,075,000.00	5.500%	$ 25,000	$1
Class 6-A-13	$504,000.00	5.500%	$ 25,000	$1
Class 6-A-14	$380,000.00	5.500%	$ 25,000	$1
Class 6-A-15	$950,000.00	5.500%	$ 25,000	$1
Class 6-A-16	$23,500,000.00	5.500%	$ 25,000	$1
Class 6-A-17	$1,500,000.00	5.500%	$ 25,000	$1
Class 7-A-1	$22,362,000.00	5.500%	$ 25,000	$1
Class 7-A-2	$3,500,000.00	5.500%	$ 25,000	$1
Class 8-A-1	$51,703,333.00	5.000%	$ 25,000	$1
Class 8-A-2	$1,000,000.00	5.000%	$ 25,000	$1
Class 8-A-3	$105,000.00	5.000%	$ 1,000	$1
Class 8-A-4	$20,000,000.00	4.750%	$ 25,000	$1
Class C-A-1 (5)	$5,416,667.00	8.000%	$ 25,000	$1
Class C-A-2 (6)	$5,000,000.00	8.000%	$ 25,000	$1
Class PO	$1,503,809.35	(7)	$ 25,000	$1
Class 15-A-X	(8)	5.000%	$ 100,000	$1
Class 30-A-X	(9)	5.500%	$ 100,000	$1
Class A-R	$100.00	5.75%	$ 100	N/A
Class B-1	$10,317,000.00	(10)	$ 25,000	$1
Class B-2	$2,293,000.00	(10)	$ 25,000	$1
Class B-3	$1,146,000.00	(10)	$ 25,000	$1
Class B-4	$764,000.00	(10)	$ 25,000	$1
Class B-5	$764,000.00	(10)	$ 25,000	$1
Class B-6	$765,121.93	(10)	$ 25,000	$1
Class 6-B-1	$9,427,000.00	5.500%	$ 25,000	$1
Class 6-B-2	$2,729,000.00	5.500%	$ 25,000	$1
Class 6-B-3	$1,984,000.00	5.500%	$ 25,000	$1
Class 6-B-4	$993,000.00	5.500%	$ 25,000	$1
Class 6-B-5	$744,000.00	5.500%	$ 25,000	$1
Class 6-B-6	$992,829.58	5.500%	$ 25,000	$1
Component 6-A-3-1	(11)	5.500%	N/A	N/A
Component 6-A-3-2	$11,121,000.00	5.500%	N/A	N/A
Component 6-A-3-3	(12)	5.500%	N/A	N/A
Component 6-A-3-4	$58,879,000.00	5.500%	N/A	N/A
Component C-A-1-1	$3,333,334.00	8.000%	N/A	N/A
Component C-A-1-2	$2,083,333.00	8.000%	N/A	N/A
Component C-A-2-1	$3,333,333.00	8.000%	N/A	N/A
Component C-A-2-2	$1,666,667.00	8.000%	N/A	N/A

______________

(1)

The Class 6-A-3 certificates will be deemed for purposes of the distribution of interest and principal to consist of four components as described in the table which will be treated as a single REMIC interest. The components are not severable.

(2)

Interest shall accrue on the Class 6-A-5 Certificates at a per annum rate equal to (i) 0.60000% plus (ii) LIBOR, subject to a maximum rate of 8.50000% per annum and a minimum rate of 0.60000% per annum. The Pass-Through Rate for the Class 6-A-5 Certificates for the May 2003 Distribution Date is 1.90000% per annum.

(3)

The Class 6-A-6 Certificates are Interest-Only Certificates, shall not be entitled to distributions in respect of principal and shall bear interest on the Class 6-A-6 Notional Amount (initially $12,500,000.00).

(4)

Interest shall accrue on the Class 6-A-6 Certificates at a per annum rate equal to (i) 7.90000% minus (ii) LIBOR, subject to a maximum rate of 7.90000% per annum and a minimum rate of 0.00000% per annum. The Pass-Through Rate for the Class 6-A-6 Certificates for the May 2003 Distribution Date is 6.60000%.

(5)

The Class C-A-1 certificates will be deemed for purposes of the distribution of interest and principal to consist of two components as described in the table which will be treated as a single REMIC interest. The components are not severable.

(6)

The Class C-A-2 certificates will be deemed for purposes of the distribution of interest and principal to consist of two components as described in the table which will be treated as a single REMIC interest. The components are not severable.

(7)

The Class PO Certificates are principal-only certificates and shall not be entitled to distributions in respect of interest.

(8)

The Class 15-A-X Certificates are Interest-Only Certificates, shall not be entitled to distributions in respect of principal and shall bear interest on the Class 15-A-X Notional Amount (initially $39,831,144.31). The amount due the Class 15-A-X-1 Certificates shall correspond to 100% of the distributions on the Class MT-15-A-X interest issued by Subsidiary REMIC 2.

(9)

The Class 30-A-X Certificates are Interest-Only Certificates, shall not be entitled to distributions in respect of principal and shall bear interest on the Class 30-A-X Notional Amount (initially $48,309,265.20). The amount due the Class 30-A-X Certificates shall correspond to 100% of the distributions on the Class MT-30-A-X interest issued by Subsidiary REMIC 2.

(10)

Interest shall accrue on the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates at a per annum rate equal to the weighted average of 5.75000% for Loan Group 1, 5.00000% for Loan Group 2, 5.00000% for Loan Group 3, 5.50000% for Loan Group 4, 5.50000% for Loan Group 5, 5.50000% for Loan Group 7 and 5.00000% for Loan Group 8, weighted on the basis of the Group Subordinate Amount for each such Loan Group. The Pass-Through Rate for the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates for the May 2003 Distribution Date is 5.225%.

(11)

Component 6-A-3-1 is an interest-only component, shall not be entitled to distributions in respect of principal and shall bear interest on the Component 6-A-3-1 Notional Amount (initially $22,295,909.09).

(12)

Component 6-A-3-3 is an interest-only component, shall not be entitled to distributions in respect of principal and shall bear interest on the Component 6-A-3-3 Notional Amount (initially $13,018,500.00).

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Master REMIC as cash flow on a REMIC regular interest, without creating any shortfall—actual or potential (other than for credit losses) to any REMIC regular interest. To the extent that the structure is believed to diverge from such intention the party identifying any ambiguity or drafting error shall notify each of the parties hereto, and shall, in accordance with Section 10.01 of this Agreement, attempt to resolve any ambiguities or correct any drafting errors to accomplish such intention.

Set forth below are designations of Classes of Certificates to the categories used herein:

Book-Entry Certificates	All Classes of Offered Certificates other than the Physical Certificates.
ERISA-Restricted Certificates	The Residual Certificates and the Private Certificates, and any Certificates that do not satisfy the applicable ratings requirement under the Underwriter’s Exemption.
Group 1 Certificates	The Class 1-A-1 and Class A-R Certificates.
Group 2 Certificates	The Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6 and Class 2-A-7 Certificates and Component C-A-1-1 and Component C-A-2-1.
Group 3 Certificates	The Class 3-A-1 and Class 3-A-2 Certificates and Component C-A-1-2.
Group 4 Certificates	The Class 4-A-1, Class 4-A-2 and Class 4-A-3 Certificates.
Group 5 Certificates	The Class 5-A-1 Certificates.
Group 6 Senior Certificates	The Class 6-A-1, Class 6-A-2, Class 6-A-3, Class 6-A-4, Class 6-A-5, Class 6-A-6, Class 6-A-7, Class 6-A-8, Class 6-A-9, Class 6-A-10, Class 6-A-11, Class 6-A-12, Class 6-A-13, Class 6-A-14, Class 6-A-15, Class 6-A-16 and Class 6-A-17 Certificates.
Group 6 Subordinate Certificates	The Class 6-B-1, Class 6-B-2, Class 6-B-3, Class 6-B-4, Class 6-B-5 and Class 6-B-6 Certificates.
Group 6 Certificates	The Group 6 Senior Certificates and Group 6 Subordinate Certificates.
Group 7 Certificates	The Class 7-A-1 and Class 7-A-2 Certificates.
Group 8 Certificates	The Class 8-A-1, Class 8-A-2, Class 8-A-3 and Class 8-A-4 Certificates and Component C-A-2-2.
Group B Subordinate Certificates	The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates.
Interest Only Certificates	The Class 6-A-6, Class 15-A-X and Class 30-A-X Certificates.
Interest Only Components	Component 6-A-3-1 and Component 6-A-3-3.
LIBOR Certificates	The Class 6-A-5 and Class 6-A-6 Certificates.
Offered Certificates	All Classes of Certificates other than the Private Certificates.
PACs	The Class 6-A-1, Class 6-A-10 and Class 6-A-11 Certificates and Component 6-A-3-2.
Physical Certificates	The Private Certificates and the Residual Certificates.
Principal Only Certificates	The Class PO Certificates.
Private Certificates	The Class 6-B-4, Class 6-B-5, Class 6-B-6, Class B-4, Class B-5 and Class B-6 Certificates.
Rating Agencies	Xxxxx’x and S&P.
Regular Certificates	All Classes of Certificates, other than the Residual Certificates.
Residual Certificates	The Class A-R Certificates.
Senior Certificates	The Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 Senior, Group 7, Group 8, Class 15-A-X, Class 30-A-X and Class PO Certificates.
Subordinate Certificates	The Group 6 Subordinate and Group B Subordinate Certificates.
TACs	The Class 6-A-2, Class 6-A-10, Class 6-A-11, Class 6-A-12, Class 6-A-13 and Class 6-A-14 Certificates and Component 6-A-3-4.

Defined terms and provisions herein relating to statistical rating agencies not designated above as Rating Agencies shall be of no force or effect.

ARTICLE I

DEFINITIONS

Section 1.01

Definitions.

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

Accrued Certificate Interest: With respect to any Distribution Date and any interest-bearing Class (other than the Class 6-A-3, Class C-A-1 and C-A-2 Certificates) or Component, the sum of (i) one month’s interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class or Component on the related Class Principal Balance, Component Balance or Notional Amount, as applicable, subject to reduction as provided in Section 4.02(c) plus (ii) any Class Unpaid Interest Amounts for such Class or Component.

With respect to any Distribution Date and the Class 6-A-3 Certificates, the sum of the Accrued Certificate Interest on Component 6-A-3-1, Component 6-A-3-2, Component 6-A-3-3 and Component 6-A-3-4 for such Distribution Date.

With respect to any Distribution Date and the Class C-A-1 Certificates, the sum of the Accrued Certificate Interest on Component C-A-1-1 and Component C-A-1-2 for such Distribution Date.

With respect to any Distribution Date and the Class C-A-2 Certificates, the sum of the Accrued Certificate Interest on Component C-A-2-1 and Component C-A-2-2 for such Distribution Date.

Adjustment Amount: With respect to Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 and each anniversary of the Cut-off Date, the amount, if any, by which the related Special Hazard Loss Coverage Amount (without giving effect to the deduction of the related Adjustment Amount for such anniversary) exceeds the greatest of (x) the product of 1% and the outstanding principal balance of all the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 Mortgage Loans on the Distribution Date immediately preceding such anniversary, (y) the outstanding principal balance of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 Mortgage Loans secured by Mortgaged Properties in the highest California zip code concentration on the Distribution Date immediately preceding such anniversary, and (z) twice the outstanding principal balance of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 or Group 8 Mortgage Loan which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary.

With respect to Group 6 and each anniversary of the Cut-off Date, the amount, if any, by which the related Special Hazard Loss Coverage Amount (without giving effect to the deduction of the related Adjustment Amount for such anniversary) exceeds the greatest of (x) the product of 1% and the outstanding principal balance of all the Group 6 Mortgage Loans on the Distribution Date immediately preceding such anniversary, (y) the outstanding principal balance of Group 6 Mortgage Loans secured by Mortgaged Properties in the highest California zip code concentration on the Distribution Date immediately preceding such anniversary, and (z) twice the outstanding principal balance of the Group 6 Mortgage Loan which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary.

Advance: An advance of principal or interest required to be made by the applicable Servicer pursuant to the related Purchase and Servicing Agreement or required to be made by the Master Servicer with respect to any Distribution Date pursuant to Section 4.01.

Affiliate: When used with reference to a specified Person that (i) directly or indirectly controls or is controlled by or is under common control with the specified Person, (ii) is an officer of, partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity, or (iii) directly or indirectly is the beneficial owner of 10% or more of any class of equity securities of the specified Person or of which the specified Person is directly or indirectly the owner of 10% or more of any class of equity securities.

Aggregate Group B Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Aggregate Group B Subordinate Optimal Principal Amount: For any Distribution Date, the sum of the Subordinate Optimal Principal Amounts for the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 Mortgage Loans.

Aggregate Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Aggregate Subordinate Optimal Principal Amount: For any Distribution Date, the sum of the Subordinate Optimal Principal Amounts for the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Mortgage Loans.

Aggregate Subordinate Percentage: With respect to the Group B Subordinate Certificates and as of any Determination Date, the aggregate Class Principal Balance for the Group B Subordinate Certificates divided by the Aggregate Group B Pool Principal Balance (net of the PO Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 7 and Loan Group 8).

With respect to the Group 6 Subordinate Certificates and as of any Determination Date, the aggregate Class Principal Balance for the Group 6 Subordinate Certificates divided by the Group 6 Pool Principal Balance (net of the PO Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan in Loan Group 6).

Agreement: This Pooling and Servicing Agreement and all amendments or supplements hereto.

Alliance Bancorp: Alliance Bancorp., a California corporation, and its successors and assigns, in its capacity as Originator of the Alliance Bancorp Mortgage Loans.

Alliance Bancorp Loan Sale Date: The date that the Alliance Bancorp Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Alliance Bancorp Mortgage Loans: The Mortgage Loans for which Alliance Bancorp is listed as “Originator” on the Mortgage Loan Schedule.

Alliance Bancorp Purchase and Servicing Agreement: Solely with respect to the Alliance Bancorp Mortgage Loans, the Master Mortgage Loan Sale and Servicing Transfer Agreement, dated as of August 1, 2002, between Xxxxx Fargo Funding, Inc., as purchaser, and Alliance Bancorp, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Alliance Bancorp Mortgage Loans.

Allocable Share: For any Distribution Date and with respect to each Class of Group B Subordinate Certificates, the portion of the Aggregate Group B Subordinate Optimal Principal Amount allocable to such Class, equal to the product of the Aggregate Group B Subordinate Optimal Principal Amount on such Distribution Date and a fraction, the numerator of which is the related Class Principal Balance thereof and the denominator of which is the aggregate of the Class Principal Balances of the Group B Subordinate Certificates.

Amount Available for Group 1 Principal: As to any Distribution Date, Group 1 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 1 Certificates and Class 30-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (A).

Amount Available for Group 2 Principal: As to any Distribution Date, Group 2 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 2 Certificates and Class 15-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (B)

Amount Available for Group 3 Principal: As to any Distribution Date, Group 3 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 3 Certificates and Class 15-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (C).

Amount Available for Group 4 Principal: As to any Distribution Date, Group 4 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 4 Certificates and Class 30-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (D).

Amount Available for Group 5 Principal: As to any Distribution Date, Group 5 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 5 Certificates and Class 30-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (E).

Amount Available for Group 6 Principal: As to any Distribution Date, Group 6 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 6 Senior Certificates and Class 30-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (F).

Amount Available for Group 7 Principal: As to any Distribution Date, Group 7 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 7 Certificates and Class 30-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (G).

Amount Available for Group 8 Principal: As to any Distribution Date, Group 8 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 8 Certificates and Class 15-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (H).

Amount Held for Future Distribution: As to any Distribution Date and any Mortgage Loan or Loan Group, the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date with respect to such Mortgage Loan or Loan Group at the close of business on the related Servicer Remittance Date on account of (i) Principal Prepayments received after the related Prepayment Period, and Liquidation Proceeds and Insurance Proceeds received in the month of such Distribution Date and (ii) all Scheduled Payments due after the related Due Date.

Apportioned Subordinate Principal Distribution Amount: For any Distribution Date and any Class of Group B Subordinate Certificates, the product of (i) the Subordinate Principal Distribution Amount for the Group B Subordinate Certificates net of any portion thereof applied to pay any Group PO Deferred Amount and (ii) the Apportionment Fraction.

Apportionment Fraction: With respect to the Group B Subordinate Certificates and for any Distribution Date, in the event that the Class Principal Balances and Component Balances of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 or Group 8 Certificates has been reduced to zero, a fraction the numerator of which is equal to the Subordinate Optimal Principal Amount of the Loan Group related to such Certificate Group, and the denominator of which is equal to the Aggregate Group B Subordinate Optimal Principal Amount.

Appraised Value: With respect to any Mortgage Loan, the Appraised Value of the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of (a) the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the time of the origination of such Mortgage Loan; and (ii) with respect to a Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the appraisal made-at the time of the origination of such Refinancing Mortgage Loan as modified by an updated appraisal.

Assignment: An individual assignment of a 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 of record the sale or transfer of the Mortgage Loan.

Assignment Agreements: The following Assignment, Assumption and Recognition Agreements, each dated as of April 29, 2003, whereby the Purchase and Servicing Agreements solely with respect to the Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

(a)

The Assignment, Assumption and Recognition Agreement among Alliance Bancorp, as company, the Transferor and the Depositor;

(b)

The Assignment, Assumption and Recognition Agreement among Bank of America, as company, the Transferor and the Depositor;

(b)

The Assignment, Assumption and Recognition Agreement among Bank One, as company, the Transferor and the Depositor;

(c)

The Assignment, Assumption and Recognition Agreement among Countrywide, as company, the Transferor and the Depositor;

(d)

The Assignment, Assumption and Recognition Agreement among Xxxxxx, as company, the Transferor and the Depositor;

(e)

The Assignment, Assumption and Recognition Agreement among Family Lending, as company, the Transferor and the Depositor;

(f)

The Assignment, Assumption and Recognition Agreement among First City Funding, as company, the Transferor and the Depositor;

(g)

The Assignment, Assumption and Recognition Agreement among First Magnus, as company, the Transferor and the Depositor;

(h)

The Assignment, Assumption and Recognition Agreement among GMACM, as company, the Transferor and the Depositor;

(i)

The Assignment, Assumption and Recognition Agreement among HSBC, as company, the Transferor and the Depositor;

(j)

The Assignment, Assumption and Recognition Agreement among the Mortgage Store, as company, the Transferor and the Depositor;

(k)

The Assignment, Assumption and Recognition Agreement among National City, as company, the Transferor and the Depositor;

(l)

The Assignment, Assumption and Recognition Agreement among Platinum Capital, as company, the Transferor and the Depositor;

(n)

The Assignment, Assumption and Recognition Agreement among SIB, as company, the Transferor and the Depositor;

(o)

The Assignment, Assumption and Recognition Agreement among SunTrust, as company, the Transferor and the Depositor;

(p)

The Assignment, Assumption and Recognition Agreement among Xxxxx Fargo, as company, the Transferor and the Depositor;

(q)

The Assignment, Assumption and Recognition Agreement among Xxxxxx, as company, the Transferor and the Depositor; and

(r)

The Assignment, Assumption and Recognition Agreement among WMMSC, as company, the Transferor and the Depositor;

Bank of America: Bank of America, N.A., a national banking association, and its successors and assigns, in its capacity as Originator and Servicer of the Bank of America Mortgage Loans.

Bank of America Loan Sale Date: The date that the Bank of America Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Bank of America Mortgage Loans: The Mortgage Loans for which Bank of America is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

Bank of America Purchase and Servicing Agreement: Solely with respect to the Bank of America Mortgage Loans, the Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated as of February 1, 2003, between the Transferor, as purchaser, and Bank of America, as seller and as servicer, and as the same may be amended further from time to time, and any term sheets related to the Bank of America Mortgage Loans.

Bank One: Bank One, N.A., a national banking association, and its successors and assigns, in its capacity as Originator and Servicer of the Bank One Mortgage Loans.

Bank One Loan Sale Date: The date that the Bank One Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Bank One Mortgage Loans: The Mortgage Loans for which Bank One is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

Bank One Purchase and Servicing Agreement: Solely with respect to the Bank One Mortgage Loans, the Master Seller’s Purchase, Warranties and Servicing Agreement, dated as of November 1, 2002, between the Transferor, as purchaser, and Bank One, as seller and as servicer, as the same may be amended from time to time, and any assignments and conveyances related to the Bank One Mortgage Loans.

Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as amended.

Bankruptcy Coverage Termination Date: With respect to any Group, the point in time at which the related Bankruptcy Loss Coverage Amount is reduced to zero.

Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation or Debt Service Reduction as reported by the applicable Servicer to the Master Servicer; provided, however, that a Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long as the Master Servicer has notified the Trustee in writing that either the Master Servicer or the applicable Servicer is diligently pursuing any remedies that may exist in connection with the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by either the Master Servicer or the applicable Servicer, in either case without giving effect to any Debt Service Reduction or Deficient Valuation.

Bankruptcy Loss Coverage Amount: With respect to Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8, as of any Distribution Date, the Bankruptcy Loss Coverage Amount shall equal the related Initial Bankruptcy Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Group 1, Group 2, Group 3, Group 4 Group 5, Group 7 and Group 8 Certificates since the Cut-off Date and (ii) any permissible reductions in such Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee to the effect that any such reduction or modification will not adversely affect the then current ratings assigned to the Senior Certificates rated by it.

With respect to Group 6, as of any Distribution Date, the Bankruptcy Loss Coverage Amount shall equal the related Initial Bankruptcy Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Group 6 Certificates since the Cut-off Date and (ii) any permissible reductions in such Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee to the effect that any such reduction or modification will not adversely affect the then current ratings assigned to the Senior Certificates rated by it.

Book-Entry Certificates: As specified in the Preliminary Statement.

Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the City of New York, New York, Minnesota, Maryland, or the cities in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.

Certificate: Any one of the Certificates executed and authenticated by the Trustee in substantially the forms attached hereto as Exhibits A through F.

Certificate Group: Any of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Certificates, as applicable.

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

Certificate Principal Balance: With respect to any Certificate (other than the Interest Only Certificates and Class 6-A-3, Class C-A-1 and Class C-A-2 Certificates) at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus the sum of (i) all distributions of principal previously made with respect thereto and (ii) all Realized Losses allocated thereto and, in the case of any Subordinate Certificates, all other reductions in Certificate Principal Balance previously allocated thereto pursuant to Section 4.03.

With respect to the Class 6-A-3 Certificates at any date, the sum of the Component Balances of Component 6-A-3-2 and Component 6-A-3-4.

With respect to the Class C-A-1 Certificates at any date, the sum of the Component Balances of Component C-A-1-1 and Component C-A-1-2.

With respect to the Class C-A-2 Certificates at any date, the sum of the Component Balances of Component C-A-2-1 and Component C-A-2-2.

Certificate Register: The register maintained pursuant to Section 5.02 hereof.

Certificateholder or Holder: The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Master Servicer or the Depositor or any affiliate of the Master Servicer or the Depositor, as applicable, shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Master Servicer or the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Master Servicer or the Depositor or any affiliate of the Master Servicer or the Depositor, as applicable, in determining which Certificates are registered in the name of an affiliate of the Master Servicer or the Depositor.

Certification: As specified in Section 8.12(d).

Class: All Certificates bearing the same class designation as set forth in the Preliminary Statement.

Class 4-A-3 Priority Percentage: With respect to any Distribution Date, a fraction, expressed as a percentage (not to exceed 100%), the numerator of which is the Class Principal Balance of the Class 4-A-3 Certificates immediately prior to such Distribution Date, and the denominator of which is equal to the aggregate Class Principal Balance of the Group 4 Certificates (other than the related Interest-Only Certificates) immediately prior to such Distribution Date.

Class 4-A-3 Priority Prepayment Distribution Percentage: For any Distribution Date, the Class 4-A-3 Priority Percentage multiplied by the Stepdown Percentage.

Class 4-A-3 Priority Principal Distribution Amount: For any Distribution Date, the sum of (A) the aggregate of the Class 4-A-3 Priority Scheduled Distribution Percentage multiplied by each of the amounts referred to in clauses (i) and (ii) of the definition “Group 4 Optimal Principal Amount”; and (B) the Class 4-A-3 Priority Prepayment Distribution Percentage multiplied by the amount referred to in clause (iii) of the definition “Group 4 Optimal Principal Amount”; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 4 Mortgage Loan that is not a Liquidated Loan, the Class 4-A-3 Priority Principal Distribution Amount will be reduced on the related Distribution Date by the Class 4-A-3 Priority Scheduled Distribution Percentage multiplied by the Senior Percentage related to the Group 4 Certificates multiplied by the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Class 4-A-3 Priority Scheduled Distribution Percentage: With respect to (i) any Distribution Date on or prior to the Distribution Date in April 2008, 0%; and (ii) any Distribution Date on or after the Distribution Date in May 2008, the Class 4-A-3 Priority Percentage for such Distribution Date.

Class 6-A-4 Accretion Termination Date: The earlier to occur of: (1) the Distribution Date following the Distribution Date on which the Class Principal Balance of the Class 6-A-2 Certificates and the Component Balance of Component 6-A-3-4 are each reduced to zero, and (2) the Distribution Date following the related Cross-Over Date.

Class 6-A-4 Accrual Amount: As specified in Section 4.02(a)(i)(F).

Class 6-A-13 Accretion Termination Date: The earlier to occur of: (1) the Distribution Date following the Distribution Date on which the Class Principal Balance of the Class 6-A-12 Certificates is reduced to zero, and (2) the Distribution Date following the related Cross-Over Date.

Class 6-A-13 Accrual Amount: As specified in Section 4.02(a)(i)(F).

Class 6-A-15 Accretion Termination Date: The earlier to occur of: (1) the Distribution Date following the Distribution Date on which the aggregate Class Principal Balance of the Class 6-A-10, Class 6-A-11, Class 6-A-12, Class 6-A-13 and Class 6-A-14 Certificates are reduced to zero, and (2) the Distribution Date following the related Cross-Over Date.

Class 6-A-15 Accrual Amount: As specified in Section 4.02(a)(i)(F).

Class Interest Shortfall: As to any Distribution Date and any interest-bearing Class (other than the Class 6-A-3, Class C-A-1 and Class C-A-2 Certificates) or Component, the amount by which the amount described in clause (i) of the definition of Accrued Certificate Interest for such Class or Component exceeds the amount of interest actually distributed on such Class or Component on such Distribution Date pursuant to such clause (i).

Class Prepayment Distribution Trigger: With respect to any Class of Group B Subordinate Certificates and any Distribution Date, if either (i) the fraction, the numerator of which is the aggregate Class Principal Balance of such Class and each Class of Group B Subordinate Certificates subordinate thereto, immediately prior to such Distribution Date, and the denominator of which is the aggregate Scheduled Principal Balance for all of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 Mortgage Loans with respect to that Distribution Date, equals or exceeds such percentage calculated as of the Closing Date or (ii) such Class of Group B Subordinate Certificates is the only Class of Group B Subordinate Certificates then outstanding.

With respect to any Class of Group 6 Subordinate Certificates and any Distribution Date, if either (i) the fraction, the numerator of which is the aggregate Class Principal Balance of such Class and each Class of Group 6 Subordinate Certificates subordinate thereto, immediately prior to such Distribution Date, and the denominator of which is the aggregate Scheduled Principal Balance for all of the Group 6 Mortgage Loans with respect to that Distribution Date, equals or exceeds such percentage calculated as of the Closing Date or (ii) such Class of Group 6 Subordinate Certificates is the only Class of Group 6 Subordinate Certificates then outstanding.

Class Principal Balance: With respect to any Class (other than a Class of Interest Only Certificates) and as to any date of determination, the aggregate of the Certificate Principal Balances of all Certificates of such Class as of such date.

Class Unpaid Interest Amounts: As to any Distribution Date and any interest-bearing Class (other than the Class 6-A-3, Class C-A-1 and Class C-A-2 Certificates) or Component, the amount by which the aggregate Class Interest Shortfalls for such Class or Component on prior Distribution Dates exceeds the amount distributed on such Class or Component on prior Distribution Dates pursuant to clause (ii) of the definition of Accrued Certificate Interest for such Class or Component.

Closing Date: April 29, 2003.

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

Collection Account: The separate Eligible Account or Accounts created and maintained by the Master Servicer pursuant to Section 3.07 with a depository institution in the name of the Master Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “JPMorgan Chase Bank, in trust for the registered holders of MASTR Asset Securitization Trust 2003-4, Mortgage Pass-Through Certificates Series 2003-4.”

Compensating Interest: With respect to any Distribution Date, an amount equal to the lesser of:

(a)

with respect to any Servicer, the aggregate of the Prepayment Interest Shortfalls (except in the case of the WMMSC Mortgage Loans, only those Prepayment Interest Shortfalls resulting from Principal Prepayments in Full) on Mortgage Loans serviced by such Servicer for the related Distribution Date; and

(b)

with respect to any Servicer, other than WMMSC, the aggregate Servicing Fees due to such Servicer for such Distribution Date, or with respect to WMMSC, with respect to the WMMSC Mortgage Loans, the aggregate master servicing fees (as defined in the WMMSC Servicing Agreement) due to WMMSC for such Distribution Date, plus items (2) and (3) listed in the second to last paragraph of Section 2.6(b) of the WMMSC Servicing Agreement.

Component: Any of Component 6-A-3-1, Component 6-A-3-2, Component 6-A-3-3, Component 6-A-3-4, Component C-A-1-1, Component C-A-1-2, Component C-A-2-1 and Component C-A-2-2, as applicable.

Component 6-A-3-2 Accretion Termination Date: The earlier to occur of: (1) the Distribution Date following the Distribution Date on which the Class Principal Balance of the Class 6-A-1 Certificates is reduced to zero, and (2) the Distribution Date following the related Cross-Over Date.

Component 6-A-3-2 Accrual Amount: As specified in Section 4.02(a)(i)(F).

Component 6-A-3-4 Accretion Termination Date: The earlier to occur of: (1) the Distribution Date following the Distribution Date on which the Class Principal Balance of the Class 6-A-2 Certificates is reduced to zero, and (2) the Distribution Date following the related Cross-Over Date.

Component 3-A-14-2 Accrual Amount: As specified in Section 4.02(a)(i)(F).

Component Balance: With respect to any Component (other than Component 6-A-3-1 and Component 6-A-3-1) at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus the sum of (i) all distributions of principal previously made with respect thereto and (ii) all Realized Losses allocated thereto. Component 6-A-3-1 and Component 6-A-3-3 are interest-only components and shall not have a Component Balance.

Corporate Trust Office: The designated office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 4 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Institutional Trust Services/Structured Finance Services-MASTR Asset Securitization Trust 2003-4, which is the address to which appropriate notices to and correspondence with the Trustee should be directed.

Countrywide: Countrywide Home Loans, Inc., and its successors and assigns, in its capacity as Originator and Servicer of the Countrywide Mortgage Loans.

Countrywide Loan Sale Date: The date that the Countrywide Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Countrywide Mortgage Loans: The Mortgage Loans for which Countrywide is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

Countrywide Purchase and Servicing Agreement: Solely with respect to the Countrywide Mortgage Loans, the Mortgage Loan Purchase and Servicing Agreement, dated as of February 25, 2003, between the Transferor, as purchaser, and Countrywide, as seller and as servicer, as the same may be amended from time to time, and any assignments and conveyances related to the Countrywide Mortgage Loans.

Cross-Over Date: With respect to Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8, the Distribution Date on which the Class Principal Balances of the Group B Subordinate Certificates have been reduced to zero.

With respect to Group 6, the Distribution Date on which the Class Principal Balances of the Group 6 Subordinate Certificates have been reduced to zero.

Cut-off Date: April 1, 2003.

Cut-off Date Pool Balance: $1,260,362,861.

Cut-off Date Principal Balance: As to any Mortgage Loan, the Scheduled Principal Balance thereof as of the close of business on the Cut-off Date.

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.

Defective Mortgage Loan: Any Mortgage Loan which is required to be repurchased pursuant to Section 2.02 or 2.03.

Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then-outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates: Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

Deleted Mortgage Loan: As defined in Section 2.03 hereof.

Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Principal Balance of this Certificate” or the “Initial Notional Amount of this Certificate” or, if neither of the foregoing, the Percentage Interest appearing on the face thereof.

Depositor: Mortgage Asset Securitization Transactions, Inc., a Delaware corporation, or its successor 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(3) of the Uniform Commercial Code of the State of New York.

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

Determination Date: The date on which a Servicer is required to determine the amount it is required to advance pursuant to the applicable Purchase and Servicing Agreement.

Discount Mortgage Loan: Any Group 1, Group 5, Group 6, Group 7 or Group 8 Mortgage Loan with a Net Mortgage Rate that is less than the related Required Coupon as of the Cut-off Date. There are no Discount Mortgage Loans in Loan Group 2, Loan Group 3 or Loan Group 4.

Distribution Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.07 in the name of the Trustee for the benefit of the Certificateholders and designated “JPMorgan Chase Bank, in trust for registered holders of MASTR Asset Securitization Trust 2003-4, Mortgage Pass-Through Certificates, Series 2003-4.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date: As to any Distribution Date, one Business Day prior to such Distribution Date.

Distribution Date: The 25th day of each calendar month after the initial issuance of the Certificates, or if such 25th day is not a Business Day, the next succeeding Business Day, commencing in May 2003.

Distribution Date Statement: The statement delivered to the Certificateholders pursuant to Section 4.04.

Xxxxxx: Xxxxxx Savings and Loan Association, F.A., and its successors and assigns, in its capacity as Originator and Servicer of the Xxxxxx Mortgage Loans.

Xxxxxx Loan Sale Date: The date that the Xxxxxx Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Xxxxxx Mortgage Loans: The Mortgage Loans for which Xxxxxx is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

Xxxxxx Purchase and Servicing Agreement: Solely with respect to the Xxxxxx Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of August 1, 2002, between the Transferor, as purchaser, and Xxxxxx, as seller and as servicer, as the same may be amended from time to time, and any assignments and conveyances related to the Xxxxxx Mortgage Loans.

Due Date: With respect to any Distribution Date, the first day of the month in which the related Distribution Date occurs.

Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

Eligible Substitute Mortgage Loan: With respect to a Mortgage Loan substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan which must, on the date of such substitution, (i) have a Scheduled Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution (or, in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in excess of, and not more than 10% less than the Scheduled Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Section 2.03 hereof; (vi) be the same credit grade category as the Deleted Mortgage Loan; and (vii) have the same prepayment penalty term. Any Mortgage Loan substituted for a Discount Mortgage Loan shall for all purposes of this Agreement be treated as having the same interest rate as the Mortgage Loan it replaced, except that any excess interest shall be paid to (a) the Class 15-A-X Certificates, in the case of a Mortgage Loan substituted for a Discount Mortgage Loan in Loan Group 2, Loan Group 3 or Loan Group 8 and (b) the Class 30-A-X Certificates, in the case of a Mortgage Loan substituted for a Discount Mortgage Loan in Loan Group 1, Loan Group 4, Loan Group 5, Loan Group 6 or Loan Group 7.

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 (without regard to the ratings requirements) of an Underwriter’s Exemption.

ERISA-Restricted Certificate: As specified in the Preliminary Statement.

Escrow Account: The Eligible Account or Accounts established and maintained pursuant to Section 3.08 hereof.

Excess Loss: The amount of any (i) Fraud Loss realized after the related Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the related Special Hazard Coverage Termination Date or (iii) Deficient Valuation realized after the related Bankruptcy Coverage Termination Date.

Excess Proceeds: With respect to any Liquidated Loan, the amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received in the calendar month in which such Mortgage Loan became a Liquidated Loan, exceeds (i) the Scheduled Principal Balance of such Liquidated Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Loan plus (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 calendar month during which such liquidation occurred.

Exchange Act: The Securities Exchange Act of 1934, as amended from time to time.

Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

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

FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

First Financial: First Financial Equities, Inc., a New York corporation, and its successors and assigns, in its capacity as Originator of the First Magnus Mortgage Loans.

First Financial Loan Sale Date: The date that the First Financial Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

First Financial Mortgage Loans: The Mortgage Loans for which First Financial is listed as “Originator” on the Mortgage Loan Schedule.

First Financial Purchase and Servicing Agreement: Solely with respect to the First Magnus Mortgage Loans, the Master Mortgage Loan Sale and Servicing Transfer Agreement, dated as of March 1, 2003, between Xxxxx Fargo Funding, Inc., as purchaser, and First Financial, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the First Financial Mortgage Loans.

First Magnus: First Magnus Financial Corp. and its successors and assigns, in its capacity as Originator of the First Magnus Mortgage Loans.

First Magnus Loan Sale Date: The date that the First Magnus Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

First Magnus Mortgage Loans: The Mortgage Loans for which First Magnus is listed as “Originator” on the Mortgage Loan Schedule.

First Magnus Purchase and Servicing Agreement: Solely with respect to the First Magnus Mortgage Loans, the Master Mortgage Loan Sale and Servicing Transfer Agreement, dated as of January 1, 2003, between Xxxxx Fargo Funding, Inc., as purchaser, and First Magnus, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the First Magnus Mortgage Loans.

Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b), the address for notices to Fitch shall be Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: MBS Monitoring MASTR Asset Securitization Trust 2003-4.

Fraud Loan: A Liquidated Loan as to which a Fraud Loss has occurred.

Fraud Loss Coverage Amount: With respect to Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8, as of the Closing Date, $22,926,296, subject to reduction from time to time by the amount of Fraud Losses that would have been previously allocated to the Group B Subordinate Certificates in the absence of the related Loss Allocation Limitation. In addition, such Fraud Loss Coverage Amount will be reduced as follows: (a) on the first anniversary of the Cut-off Date, to an amount equal to $15,284,198 less the amount of Fraud Losses that would have been previously allocated to the Group B Subordinate Certificates in the absence of the related Loss Allocation Limitation, (b) on the second anniversary of the Cut-off Date, to an amount equal to $7,642,099 less the amount of Fraud Losses that would have been previously allocated to the Group B Subordinate Certificates in the absence of the related Loss Allocation Limitation, and (c) on the earlier to occur of the related Cross-Over Date and the fifth anniversary of the Cut-off Date, to zero.

With respect to Group 6, as of the Closing Date, $14,884,589, subject to reduction from time to time by the amount of Fraud Losses that would have been previously allocated to the Group 6 Subordinate Certificates in the absence of the related Loss Allocation Limitation. In addition, such Fraud Loss Coverage Amount will be reduced as follows: (a) on the first anniversary of the Cut-off Date, to an amount equal to $9,923,060 less the amount of Fraud Losses that would have been previously allocated to the Group 6 Subordinate Certificates in the absence of the related Loss Allocation Limitation, (b) on the second anniversary of the Cut-off Date, to an amount equal to $4,961,530 less the amount of Fraud Losses that would have been previously allocated to the Group 6 Subordinate Certificates in the absence of the related Loss Allocation Limitation and (c) on the earlier to occur of the related Cross-Over Date and the fifth anniversary of the Cut-off Date, to zero.

Fraud Loss Coverage Termination Date: With respect to any Group, the point in time at which the related Fraud Loss Coverage Amount is reduced to zero.

Fraud Losses: Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation as reported by the applicable Servicer to the Master Servicer.

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

GMACM: GMAC Mortgage Corporation, a Pennsylvania corporation, and its successors and assigns, in its capacity as Servicer of certain of the Mortgage Loans.

GMACM Servicing Agreement: The Servicing Agreement, dated as of November 1, 2001, between the Transferor and GMACM, as the same may be amended from time to time.

Group 1 Available Funds: As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 1 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 1 Mortgage Loans and net of amounts permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (x) and (xi) of Section 3.10(a) and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 1 Mortgage Loans, (b) the amount of the related Advances related to the Group 1 Mortgage Loans and (c) in connection with Defective Mortgage Loans in Loan Group 1, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 1 Certificates: As specified in the Preliminary Statement.

Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan that is a Discount Mortgage Loan.

Group 1 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 1 Mortgage Loans.

Group 1 Non-Discount Mortgage Loan: A Group 1 Mortgage Loan that is a Non-Discount Mortgage Loan.

Group 1 Non-PO Formula Principal Amount: As to any Distribution Date, the sum for all Group 1 Mortgage Loans of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 1 Mortgage Loan on the related Due Date, (b) the Purchase Price of such Group 1 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement, or an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 1 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 1 Mortgage Loan, if it is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 1 Mortgage Loan became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Group 1 Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received on such Group 1 Mortgage Loans during the related Prepayment Period and (ii) all partial Principal Prepayments on such Group 1 Mortgage Loans applied during the related Prepayment Period.

Group 1 Optimal Principal Amount: For any Distribution Date, the sum for all Group 1 Mortgage Loans of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Group 1 Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Group 1 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (A) the Senior Percentage of the applicable Non-PO Percentage of the Scheduled Principal Balance of such Group 1 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage, of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Group 1 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Group 1 Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 1 Mortgage Loan that is not a Liquidated Loan, the Group 1 Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 1 PO Deferred Amount: As to any Distribution Date on or prior to the related Cross-Over Date, the sum of (i) the sum for all of the Group 1 Discount Mortgage Loans of the applicable PO Percentage for each such Mortgage Loan of the principal portion of each Realized Loss, other than an Excess Loss, on such Group 1 Discount Mortgage Loan, to be allocated to the Class PO Certificates on such Distribution Date and (ii) all amounts previously allocated to the Class PO Certificates in respect of such losses and not distributed to the Class PO Certificates on prior Distribution Dates. After the related Cross-Over Date, the Group 1 PO Deferred Amount shall be zero.

Group 1 PO Distribution Amount: As to any Distribution Date, the sum for all of the Group 1 Discount Mortgage Loans of the applicable PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 1 Mortgage Loan on the related Due Date, (b) the Scheduled Principal Balance of such Group 1 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement or by an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 1 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 1 Mortgage Loan, to the extent such Mortgage Loan is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 1 Mortgage Loan became a Liquidated Loan during the month preceding the calendar month of such Distribution Date, the lesser of (i) the Scheduled Principal Balance of such Group 1 Mortgage Loan and (ii) the amount of Liquidation Proceeds allocable to principal received during the month preceding the month of such Distribution Date with respect to such Group 1 Mortgage Loan and (f) the sum of (i) any Principal Prepayments in full with respect to such Group 1 Mortgage Loan received during the related Prepayment Period and (ii) all partial Principal Prepayments with respect to such Group 1 Mortgage Loan applied during the related Prepayment Period; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 1 Mortgage Loan that is not a Liquidated Loan, the Group 1 PO Principal Distribution Amount will be reduced on the related Distribution Date by the applicable PO Percentage of the principal portion of such Bankruptcy Loss.

Group 1 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 1 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 1 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans (net of the PO Percentage of each Group 1 Mortgage Loan) over (ii) the sum of the Class Principal Balances of the Group 1 Certificates (other than the related Interest Only Certificates).

Group 2 Available Funds: As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 2 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 2 Mortgage Loans and net of amounts permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (x) and (xi) of Section 3.10(a) and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 2 Mortgage Loans, (b) the amount of the related Advances related to the Group 2 Mortgage Loans and (c) in connection with Defective Mortgage Loans in Loan Group 2, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 2 Certificates: As specified in the Preliminary Statement.

Group 2 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 2 Mortgage Loans.

Group 2 Non-Discount Mortgage Loan: A Group 2 Mortgage Loan that is a Non-Discount Mortgage Loan.

Group 2 Non-PO Formula Principal Amount: As to any Distribution Date, the sum for all Group 2 Mortgage Loans of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 2 Mortgage Loan on the related Due Date, (b) the Purchase Price of such Group 2 Mortgage Loan to the extent it was repurchased by the Transferor pursuant to this Agreement, or an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 2 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 2 Mortgage Loan, to the extent it is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 2 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Group 2 Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received on such Group 2 Mortgage Loan during the related Prepayment Period and (ii) all partial Principal Prepayments on such Group 2 Mortgage Loan applied during the related Prepayment Period.

Group 2 Optimal Principal Amount: For any Distribution Date, the sum of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Group 2 Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Group 2 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (A) the Senior Percentage of the applicable Non-PO Percentage of the Scheduled Principal Balance of such Group 2 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage, of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Group 2 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Group 2 Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 2 Mortgage Loan that is not a Liquidated Loan, the Group 2 Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 2 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 2 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 2 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans (net of the PO Percentage of each Loan in Loan Group 2) over (ii) the sum of the Class Principal Balances of the Group 2 Certificates (other than the related Interest Only Certificates).

Group 3 Available Funds: As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 3 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 3 Mortgage Loans and net of amounts permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (x) and (xi) of Section 3.10(a) and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 3 Mortgage Loans, (b) the amount of the related Advances related to the Group 3 Mortgage Loans and (c) in connection with Defective Mortgage Loans in Loan Group 3, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 3 Certificates: As specified in the Preliminary Statement.

Group 3 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 3 Mortgage Loans.

Group 3 Non-Discount Mortgage Loan: A Group 3 Mortgage Loan that is a Non-Discount Mortgage Loan.

Group 3 Non-PO Formula Principal Amount: As to any Distribution Date, the sum for all Group 3 Mortgage Loans of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 3 Mortgage Loan on the related Due Date, (b) the Purchase Price of such Group 3 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement, or by an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 3 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 3 Mortgage Loan, if it is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 3 Mortgage Loan became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Group 3 Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received on such Group 3 Mortgage Loans during the related Prepayment Period and (ii) all partial Principal Prepayments on such Group 3 Mortgage Loans applied during the related Prepayment Period.

Group 3 Optimal Principal Amount: For any Distribution Date, the sum for all Group 3 Mortgage Loans of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Group 3 Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Group 3 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (A) the Senior Percentage of the applicable Non-PO Percentage of the Scheduled Principal Balance of such Group 3 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage, of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Group 3 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Group 3 Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 3 Mortgage Loan that is not a Liquidated Loan, the Group 3 Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 3 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 3 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 3 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans (net of the PO Percentage of each Loan in Loan Group 3) over (ii) the sum of the Class Principal Balances of the Group 3 Certificates (other than the related Interest Only Certificates).

Group 4 Available Funds: As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 4 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 4 Mortgage Loans and net of amounts permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (x) and (xi) of Section 3.10(a) and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 4 Mortgage Loans, (b) the amount of the related Advances related to the Group 4 Mortgage Loans and (c) in connection with Defective Mortgage Loans in Loan Group 4, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 4 Certificates: As specified in the Preliminary Statement.

Group 4 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 4 Mortgage Loans.

Group 4 Non-Discount Mortgage Loan: A Group 4 Mortgage Loan that is a Non-Discount Mortgage Loan.

Group 4 Non-PO Formula Principal Amount: As to any Distribution Date, the sum for all Group 4 Mortgage Loans of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 4 Mortgage Loan on the related Due Date, (b) the Purchase Price of such Group 4 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement, or an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 4 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 4 Mortgage Loan, if it is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 4 Mortgage Loan became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Group 4 Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received on such Group 4 Mortgage Loans during the related Prepayment Period and (ii) all partial Principal Prepayments on such Group 4 Mortgage Loans applied during the related Prepayment Period.

Group 4 Optimal Principal Amount: For any Distribution Date, the sum for all Group 4 Mortgage Loans of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Group 4 Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Group 4 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (A) the Senior Percentage of the applicable Non-PO Percentage of the Scheduled Principal Balance of such Group 4 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage, of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Group 4 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Group 4 Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 4 Mortgage Loan that is not a Liquidated Loan, the Group 4 Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 4 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 4 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 4 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans over (ii) the sum of the Class Principal Balances of the Group 4 Certificates (other than the related Interest Only Certificates).

Group 5 Available Funds: As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 5 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 5 Mortgage Loans and net of amounts permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (x) and (xi) of Section 3.10(a) and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 5 Mortgage Loans, (b) the amount of the related Advances related to the Group 5 Mortgage Loans and (c) in connection with Defective Mortgage Loans in Loan Group 5, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 5 Certificates: As specified in the Preliminary Statement.

Group 5 Discount Mortgage Loan: A Group 5 Mortgage Loan that is a Discount Mortgage Loan.

Group 5 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 5 Mortgage Loans.

Group 5 Non-Discount Mortgage Loan: A Group 5 Mortgage Loan that is a Non-Discount Mortgage Loan.

Group 5 Non-PO Formula Principal Amount: As to any Distribution Date, the sum for all Group 5 Mortgage Loans of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 5 Mortgage Loan on the related Due Date, (b) the Purchase Price of such Group 5 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement, or an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 5 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 5 Mortgage Loan, if it is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 5 Mortgage Loan became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Group 5 Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received on such Group 5 Mortgage Loans during the related Prepayment Period and (ii) all partial Principal Prepayments on such Group 5 Mortgage Loans applied during the related Prepayment Period.

Group 5 Optimal Principal Amount: For any Distribution Date, the sum for all Group 5 Mortgage Loans of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Group 5 Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Group 5 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (A) the Senior Percentage of the applicable Non-PO Percentage of the Scheduled Principal Balance of such Group 5 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage, of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Group 5 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Group 5 Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 5 Mortgage Loan that is not a Liquidated Loan, the Group 5 Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 5 PO Deferred Amount: As to any Distribution Date on or prior to the related Cross-Over Date, the sum of (i) the sum for all of the Group 5 Discount Mortgage Loans of the applicable PO Percentage for each such Mortgage Loan of the principal portion of each Realized Loss, other than an Excess Loss, on such Group 5 Discount Mortgage Loan, to be allocated to the Class PO Certificates on such Distribution Date and (ii) all amounts previously allocated to the Class PO Certificates in respect of such losses and not distributed to the Class PO Certificates on prior Distribution Dates. After the related Cross-Over Date, the Group 5 PO Deferred Amount shall be zero.

Group 5 PO Distribution Amount: As to any Distribution Date, the sum for all of the Group 5 Discount Mortgage Loans of the applicable PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 5 Mortgage Loan on the related Due Date, (b) the Scheduled Principal Balance of such Group 5 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement or by an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 5 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 5 Mortgage Loan, to the extent such Mortgage Loan is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 5 Mortgage Loan became a Liquidated Loan during the month preceding the calendar month of such Distribution Date, the lesser of (i) the Scheduled Principal Balance of such Group 5 Mortgage Loan and (ii) the amount of Liquidation Proceeds allocable to principal received during the month preceding the month of such Distribution Date with respect to such Group 5 Mortgage Loan and (f) the sum of (i) any Principal Prepayments in full with respect to such Group 5 Mortgage Loan received during the related Prepayment Period and (ii) all partial Principal Prepayments with respect to such Group 5 Mortgage Loan applied during the related Prepayment Period; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 5 Mortgage Loan that is not a Liquidated Loan, the Group 5 PO Principal Distribution Amount will be reduced on the related Distribution Date by the applicable PO Percentage of the principal portion of such Bankruptcy Loss.

Group 5 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 5 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 5 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 5 Mortgage Loans (net of the PO Percentage of each Group 5 Mortgage Loan) over (ii) the sum of the Class Principal Balances of the Group 5 Certificates (other than the related Interest Only Certificates).

Group 6 Available Funds: As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 6 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 6 Mortgage Loans and net of amounts permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (x) and (xi) of Section 3.10(a) and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 6 Mortgage Loans, (b) the amount of the related Advances related to the Group 6 Mortgage Loans and (c) in connection with Defective Mortgage Loans in Loan Group 6, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 6 Certificates: As specified in the Preliminary Statement.

Group 6 Discount Mortgage Loan: A Group 6 Mortgage Loan that is a Discount Mortgage Loan.

Group 6 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 6 Mortgage Loans.

Group 6 Non-Discount Mortgage Loan: A Group 6 Mortgage Loan that is a Non-Discount Mortgage Loan.

Group 6 Non-PO Formula Principal Amount: As to any Distribution Date, the sum for all Group 6 Mortgage Loans of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 6 Mortgage Loan on the related Due Date, (b) the Purchase Price of such Group 6 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement, or an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 6 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 6 Mortgage Loan, if it is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 6 Mortgage Loan became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Group 6 Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received on such Group 6 Mortgage Loans during the related Prepayment Period and (ii) all partial Principal Prepayments on such Group 6 Mortgage Loans applied during the related Prepayment Period.

Group 6 Optimal Principal Amount: For any Distribution Date, the sum for all Group 6 Mortgage Loans of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Group 6 Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Group 6 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (A) the Senior Percentage of the applicable Non-PO Percentage of the Scheduled Principal Balance of such Group 6 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage, of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Group 6 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Group 6 Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 6 Mortgage Loan that is not a Liquidated Loan, the Group 6 Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 6 PO Deferred Amount: As to any Distribution Date on or prior to the related Cross-Over Date, the sum of (i) the sum for all of the Group 6 Discount Mortgage Loans of the applicable PO Percentage for each such Mortgage Loan of the principal portion of each Realized Loss, other than an Excess Loss, on such Group 6 Discount Mortgage Loan, to be allocated to the Class PO Certificates on such Distribution Date and (ii) all amounts previously allocated to the Class PO Certificates in respect of such losses and not distributed to the Class PO Certificates on prior Distribution Dates. After the related Cross-Over Date, the Group 6 PO Deferred Amount shall be zero.

Group 6 PO Distribution Amount: As to any Distribution Date, the sum for all of the Group 6 Discount Mortgage Loans of the applicable PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 6 Mortgage Loan on the related Due Date, (b) the Scheduled Principal Balance of such Group 6 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement or by an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 6 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 6 Mortgage Loan, to the extent such Mortgage Loan is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 6 Mortgage Loan became a Liquidated Loan during the month preceding the calendar month of such Distribution Date, the lesser of (i) the Scheduled Principal Balance of such Group 6 Mortgage Loan and (ii) the amount of Liquidation Proceeds allocable to principal received during the month preceding the month of such Distribution Date with respect to such Group 6 Mortgage Loan and (f) the sum of (i) any Principal Prepayments in full with respect to such Group 6 Mortgage Loan received during the related Prepayment Period and (ii) all partial Principal Prepayments with respect to such Group 6 Mortgage Loan applied during the related Prepayment Period; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 6 Mortgage Loan that is not a Liquidated Loan, the Group 6 PO Principal Distribution Amount will be reduced on the related Distribution Date by the applicable PO Percentage of the principal portion of such Bankruptcy Loss.

Group 6 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 6 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 6 Priority Percentage: With respect to any Distribution Date, a fraction, expressed as a percentage (not to exceed 100%), the numerator of which is the aggregate Class Principal Balance of the Class 6-A-16 and Class 6-A-17 Certificates immediately prior to such Distribution Date, and the denominator of which is the equal to the aggregate of the Class Principal Balances of the Group 6 Senior Certificates (other than the related Interest-Only Certificates) immediately prior to such Distribution Date.

Group 6 Priority Prepayment Distribution Percentage: For any Distribution Date, the Group 6 Priority Percentage multiplied by the Stepdown Percentage.

Group 6 Priority Principal Distribution Amount: For any Distribution Date, the sum of (A) the aggregate of the Group 6 Priority Scheduled Distribution Percentage multiplied by each of the amounts referred to in clauses (i) and (ii) of the definition “Group 6 Optimal Principal Amount”; and (B) the Group 6 Priority Prepayment Distribution Percentage multiplied by the amount referred to in clause (iii) of the definition “Group 6 Optimal Principal Amount”; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 6 Mortgage Loan that is not a Liquidated Loan, the Group 6 Priority Principal Distribution Amount will be reduced on the related Distribution Date by the Group 6 Priority Scheduled Distribution Percentage multiplied by the Senior Percentage related to the Group 6 Senior Certificates multiplied by the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 6 Priority Scheduled Distribution Percentage: With respect to (i) any Distribution Date on or prior to the Distribution Date in April 2008, 0%; and (ii) any Distribution Date on or after the Distribution Date in May 2008, the Group 6 Priority Percentage for such Distribution Date.

Group 6 Senior Certificates: As specified in the Preliminary Statement.

Group 6 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 6 Mortgage Loans (net of the PO Percentage of each Group 6 Mortgage Loan) over (ii) the sum of the Class Principal Balances of the Group 6 Senior Certificates (other than the related Interest Only Certificates).

Group 6 Subordinate Certificates: As specified in the Preliminary Statement.

Group 7 Available Funds: As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 7 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 7 Mortgage Loans and net of amounts permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (x) and (xi) of Section 3.10(a) and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 7 Mortgage Loans, (b) the amount of the related Advances related to the Group 7 Mortgage Loans and (c) in connection with Defective Mortgage Loans in Loan Group 7, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 7 Certificates: As specified in the Preliminary Statement.

Group 7 Discount Mortgage Loan: A Group 7 Mortgage Loan that is a Discount Mortgage Loan.

Group 7 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 7 Mortgage Loans.

Group 7 Non-Discount Mortgage Loan: A Group 7 Mortgage Loan that is a Non-Discount Mortgage Loan.

Group 7 Non-PO Formula Principal Amount: As to any Distribution Date, the sum for all Group 7 Mortgage Loans of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 7 Mortgage Loan on the related Due Date, (b) the Purchase Price of such Group 7 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement, or an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 7 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 7 Mortgage Loan, if it is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 7 Mortgage Loan became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Group 7 Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received on such Group 7 Mortgage Loans during the related Prepayment Period and (ii) all partial Principal Prepayments on such Group 7 Mortgage Loans applied during the related Prepayment Period.

Group 7 Optimal Principal Amount: For any Distribution Date, the sum for all Group 7 Mortgage Loans of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Group 7 Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Group 7 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (A) the Senior Percentage of the applicable Non-PO Percentage of the Scheduled Principal Balance of such Group 7 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage, of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Group 7 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Group 7 Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 7 Mortgage Loan that is not a Liquidated Loan, the Group 7 Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 7 PO Deferred Amount: As to any Distribution Date on or prior to the related Cross-Over Date, the sum of (i) the sum for all of the Group 7 Discount Mortgage Loans of the applicable PO Percentage for each such Mortgage Loan of the principal portion of each Realized Loss, other than an Excess Loss, on such Group 7 Discount Mortgage Loan, to be allocated to the Class PO Certificates on such Distribution Date and (ii) all amounts previously allocated to the Class PO Certificates in respect of such losses and not distributed to the Class PO Certificates on prior Distribution Dates. After the related Cross-Over Date, the Group 7 PO Deferred Amount shall be zero.

Group 7 PO Distribution Amount: As to any Distribution Date, the sum for all of the Group 7 Discount Mortgage Loans of the applicable PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 7 Mortgage Loan on the related Due Date, (b) the Scheduled Principal Balance of such Group 7 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement or by an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 7 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 7 Mortgage Loan, to the extent such Mortgage Loan is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 7 Mortgage Loan became a Liquidated Loan during the month preceding the calendar month of such Distribution Date, the lesser of (i) the Scheduled Principal Balance of such Group 7 Mortgage Loan and (ii) the amount of Liquidation Proceeds allocable to principal received during the month preceding the month of such Distribution Date with respect to such Group 7 Mortgage Loan and (f) the sum of (i) any Principal Prepayments in full with respect to such Group 7 Mortgage Loan received during the related Prepayment Period and (ii) all partial Principal Prepayments with respect to such Group 7 Mortgage Loan applied during the related Prepayment Period; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 7 Mortgage Loan that is not a Liquidated Loan, the Group 7 PO Principal Distribution Amount will be reduced on the related Distribution Date by the applicable PO Percentage of the principal portion of such Bankruptcy Loss.

Group 7 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 7 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 7 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 7 Mortgage Loans (net of the PO Percentage of each Group 7 Mortgage Loan) over (ii) the sum of the Class Principal Balances of the Group 7 Certificates (other than the related Interest Only Certificates).

Group 8 Available Funds: As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 8 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 8 Mortgage Loans and net of amounts permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (x) and (xi) of Section 3.10(a) and amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 8 Mortgage Loans, (b) the amount of the related Advances related to the Group 8 Mortgage Loans and (c) in connection with Defective Mortgage Loans in Loan Group 8, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 8 Certificates: As specified in the Preliminary Statement.

Group 8 Discount Mortgage Loan: A Group 8 Mortgage Loan that is a Discount Mortgage Loan.

Group 8 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 8 Mortgage Loans.

Group 8 Non-Discount Mortgage Loan: A Group 8 Mortgage Loan that is a Non-Discount Mortgage Loan.

Group 8 Non-PO Formula Principal Amount: As to any Distribution Date, the sum for all Group 8 Mortgage Loans of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 8 Mortgage Loan on the related Due Date, (b) the Purchase Price of such Group 8 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement, or an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 8 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 8 Mortgage Loan, if it is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 8 Mortgage Loan became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Group 8 Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received on such Group 8 Mortgage Loans during the related Prepayment Period and (ii) all partial Principal Prepayments on such Group 8 Mortgage Loans applied during the related Prepayment Period.

Group 8 Optimal Principal Amount: For any Distribution Date, the sum for all Group 8 Mortgage Loans of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Group 8 Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Group 8 Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (A) the Senior Percentage of the applicable Non-PO Percentage of the Scheduled Principal Balance of such Group 8 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage, of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Group 8 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Group 8 Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 8 Mortgage Loan that is not a Liquidated Loan, the Group 8 Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Group 8 PO Deferred Amount: As to any Distribution Date on or prior to the related Cross-Over Date, the sum of (i) the sum for all of the Group 8 Discount Mortgage Loans of the applicable PO Percentage for each such Mortgage Loan of the principal portion of each Realized Loss, other than an Excess Loss, on such Group 8 Discount Mortgage Loan, to be allocated to the Class PO Certificates on such Distribution Date and (ii) all amounts previously allocated to the Class PO Certificates in respect of such losses and not distributed to the Class PO Certificates on prior Distribution Dates. After the related Cross-Over Date, the Group 8 PO Deferred Amount shall be zero.

Group 8 PO Distribution Amount: As to any Distribution Date, the sum for all of the Group 8 Discount Mortgage Loans of the applicable PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the related Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Group 8 Mortgage Loan on the related Due Date, (b) the Scheduled Principal Balance of such Group 8 Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement or by an Originator pursuant to the applicable Purchase and Servicing Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan Group 8 received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Group 8 Mortgage Loan, to the extent such Mortgage Loan is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Group 8 Mortgage Loan became a Liquidated Loan during the month preceding the calendar month of such Distribution Date, the lesser of (i) the Scheduled Principal Balance of such Group 8 Mortgage Loan and (ii) the amount of Liquidation Proceeds allocable to principal received during the month preceding the month of such Distribution Date with respect to such Group 8 Mortgage Loan and (f) the sum of (i) any Principal Prepayments in full with respect to such Group 8 Mortgage Loan received during the related Prepayment Period and (ii) all partial Principal Prepayments with respect to such Group 8 Mortgage Loan applied during the related Prepayment Period; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 8 Mortgage Loan that is not a Liquidated Loan, the Group 8 PO Principal Distribution Amount will be reduced on the related Distribution Date by the applicable PO Percentage of the principal portion of such Bankruptcy Loss.

Group 8 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 8 Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 8 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 8 Mortgage Loans (net of the PO Percentage of each Group 8 Mortgage Loan) over (ii) the sum of the Class Principal Balances of the Group 8 Certificates (other than the related Interest Only Certificates).

Group Available Funds: Any of the Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 6 Available Funds, Group 7 Available Funds or Group 8 Available Funds, as applicable.

Group B Subordinate Certificates: As specified in the Preliminary Statement.

Group PO Deferred Amount: Any of the Group 1 PO Deferred Amount, Group 5 PO Deferred Amount, Group 6 PO Deferred Amount, Group 7 PO Deferred Amount or Group 8 PO Deferred Amount, as applicable.

Group Pool Principal Balance: Any of the Group 1 Pool Principal Balance, Group 2 Pool Principal Balance, Group 3 Pool Principal Balance, Group 4 Pool Principal Balance, Group 5 Pool Principal Balance, Group 6 Pool Principal Balance, Group 7 Pool Principal Balance or Group 8 Pool Principal Balance, as applicable.

Group Subordinate Amount: Any of the Group 1 Subordinate Amount, Group 2 Subordinate Amount, Group 3 Subordinate Amount, Group 4 Subordinate Amount, Group 5 Subordinate Amount, Group 6 Subordinate Amount, Group 7 Subordinate Amount or Group 8 Subordinate Amount, as applicable.

HSBC: HSBC Mortgage Corporation (USA) and its successors and assigns, in its capacity as Originator and Servicer of the HSBC Mortgage Loans.

HSBC Loan Sale Date: The date that the HSBC Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

HSBC Mortgage Loans: The Mortgage Loans for which HSBC is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

HSBC Purchase and Servicing Agreement: Solely with respect to the HSBC Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of June 1, 2002, between the Transferor, as purchaser, and HSBC, as seller and as servicer, as the same may be amended from time to time, and any assignments and conveyances related to the HSBC Mortgage Loans.

HUD: The United States Department of Housing and Urban Development or any successor thereto.

Indirect Participant: A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Initial Bankruptcy Coverage Amount: With respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 7 and Loan Group 8, $152,842.

With respect to Loan Group 6, $110,448.

Initial LIBOR Rate: With respect to the LIBOR Certificates, 1.30%.

Insolvency Proceeding: With respect to any Person: (i) any case, action, or proceeding with respect to such Person before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, or relief of debtors; or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of the creditors generally of such Person or any substantial portion of such Person’s creditors, in any case undertaken under federal, state or foreign law, including the Bankruptcy Code.

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

Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released to the borrower in accordance with the applicable Servicer’s normal servicing procedures.

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

Interest Accrual Period: (i) With respect to each Class of Certificates (other than the LIBOR Certificates), Corresponding Subsidiary REMIC Regular Interests and any Distribution Date, the period from and including the first day of the month immediately preceding the month in which such Distribution Date occurs, commencing April 1, 2003, to and including the last day of such immediately preceding month, and (ii) with respect to the LIBOR Certificates, Corresponding Subsidiary REMIC Regular Interests and any Distribution Date, the period from and including the 25th day of the month immediately preceding the month in which such Distribution Date occurs, commencing April 25, 2003, to and including the 24th day of the month in which such Distribution Date occurs.

Interest Only Certificates: As specified in the Preliminary Statement.

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

Lender-Paid Mortgage Insurance Amount: With respect to any Lender-Paid Mortgage Insurance Loan, the interest portion of each Scheduled Payment that is paid by the related Mortgagor that will be used to pay the monthly premium of the "lender-paid" Primary Insurance Policy on such Lender-Paid Mortgage Insurance Loan, which is calculated by multiplying the Scheduled Principal Balance as of the related date of determination on such Lender-Paid Mortgage Insurance Loan by the applicable Lender-Paid Mortgage Insurance Rate.

Lender-Paid Mortgage Insurance Loan: Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a Lender-Paid Mortgage Insurance Rate.

Lender-Paid Mortgage Insurance Rate: With respect to any Lender-Paid Mortgage Insurance Loan, a per annum rate equal to the percentage indicated on the Mortgage Loan Schedule under the heading "Lender-Paid Mortgage Insurance Rate."

LIBOR: As to any Distribution Date, the arithmetic mean of the London Interbank offered rate quotations for one-month U.S. Dollar deposits, as determined by the Master Servicer in accordance with Section 4.05.

LIBOR Certificates: As specified in the Preliminary Statement.

LIBOR Determination Date: As to any Distribution Date, other than the first Distribution Date, and any Class of LIBOR Certificates, the second London Business Day prior to the beginning of the applicable Interest Accrual Period for such Class and such Distribution Date.

Liquidated Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the applicable Servicer or the Master Servicer, as the case may be, has determined (in accordance with the applicable Purchase and Servicing Agreement and this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of an REO Property.

Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees, Servicing Advances and Advances.

Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7 and Loan Group 8, as applicable. Loan Group 6 shall constitute one sub-trust, and Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 7 and Loan Group 8 shall collectively constitute another separate sub-trust.

Loan Group 1: The Group 1 Mortgage Loans.

Loan Group 2: The Group 2 Mortgage Loans.

Loan Group 3: The Group 3 Mortgage Loans.

Loan Group 4: The Group 4 Mortgage Loans.

Loan Group 5: The Group 5 Mortgage Loans.

Loan Group 6: The Group 6 Mortgage Loans.

Loan Group 7: The Group 7 Mortgage Loans.

Loan Group 8: The Group 8 Mortgage Loans.

Loan Sale Date: Each of the Alliance Bancorp Loan Sale Date, Bank of America Loan Sale Date, the Bank One Loan Sale Date, Countrywide Loan Sale Date, Xxxxxx Loan Sale Date, First Financial Loan Sale Date, First Magnus Loan Sale Date, HSBC Loan Sale Date, Mid America Loan Sale Date, Mortgage Store Loan Sale Date, Mortgage Store (Xxxxx Fargo) Loan Sale Date, National City Loan Sale Date, Platinum Capital Loan Sale Date, Plaza Home Loan Sale Date, Principal Residential Loan Sale Date, Provident Loan Sale Date, Sterling Capital Loan Sale Date, SunTrust Loan Sale Date, Xxxxxx Xxxx Loan Sale Date, Wachovia Loan Sale Date, Xxxxxx Loan Sale Date and WMMSC Loan Sale Date, as applicable.

Loan-to-Value Ratio: With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at such date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property.

London Business Day: Any Business Day on which banks are open for dealing in foreign currency and exchange in London, England and the City of New York.

Loss Allocation Limitation: As defined in Section 4.03(c) hereof.

Lost Mortgage Note: Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Majority in Interest: As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Master Servicer: Xxxxx Fargo Bank Minnesota, N.A., a national banking association, and its successors and assigns, in its capacity as Master Servicer hereunder.

Master Servicer Event of Termination: As defined in Section 7.01 hereof.

Master Servicing Compensation: (a) All investment earnings on amounts on deposit in the Collection Account and the Distribution Account (other than the WMMSC Investment Earnings Amount) plus, (b) with respect to the Xxxxx Fargo Serviced Mortgage Loans, an additional fee equal to (i) 1/12 of the Master Servicing Fee Rate multiplied by (ii) the Scheduled Principal Balance of the Xxxxx Fargo Serviced Mortgage Loans as of the Due Date in the month preceding the month in which the related Distribution Date occurs.

Master Servicing Fee Rate: With respect to the Xxxxx Fargo Serviced Mortgage Loans, 0.03% per annum.

Master Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and master servicing of the Mortgage Loans.

MERS: As defined in Section 2.01.

Mid America: Mid America Bank, and its successors and assigns, in its capacity as Originator and Servicer of the Mid America Mortgage Loans.

Mid America Loan Sale Date: The date that the Mid America Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Mid America Mortgage Loans: The Mortgage Loans for which Mid America is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

Mid America Purchase and Servicing Agreement: Solely with respect to the Mid America Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of September 1, 2002, between the Transferor, as purchaser, and Mid America, as seller and as servicer, as the same may be amended from time to time, and any assignments and conveyances related to the Mid America Mortgage Loans.

Moody’s: Xxxxx’x Investors Service, Inc., or any successor thereto. If Xxxxx’x is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b), the address for notices to Moody’s shall be Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Monitoring Group, or such other address as Moody’s may hereafter furnish to the Trustee, Depositor and the Master Servicer.

Mortgage: The mortgage, deed of trust or other instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

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

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of April 1, 2003, between the Transferor and the Depositor.

Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the Master Servicer to reflect the addition of Eligible Substitute Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Schedule I, setting forth the following information with respect to each Mortgage Loan: (1) the Mortgage Loan identifying number; (2) the Mortgagor’s first and last name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) the original principal balance of the Mortgage Loan; (5) the Scheduled Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date; (6) the unpaid principal balance of the Mortgage Loan as of the close of business on the Cut-off Date; (7) the last scheduled Due Date on which a Scheduled Payment was applied to the Scheduled Principal Balance; (8) the last Due Date on which a Scheduled Payment was actually applied to the unpaid principal balance; (9) the Mortgage Rate in effect immediately following origination; (10) the Mortgage Rate in effect immediately following the Cut-off Date (if different from (9)); (11) the amount of the Scheduled Payment at origination; (12) the amount of the Scheduled Payment as of the Cut-off Date (if different from (11)); (13) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property; (14) a code indicating whether the Mortgaged Property is a single family residence, a two-family residence, a three-family residence, a four-family residence, a planned-unit development, or a condominium; (15) a code indicating the loan purpose (i.e., purchase, rate/term refinance, cash-out refinance); (16) the stated maturity date; (17) the original months to maturity; (18) the remaining months to maturity from the Cut-off Date based on the original amortization schedule and, if different, the remaining months to maturity expressed in the same manner but based on the actual amortization schedule; (19) the origination date of the Mortgage Loan; (20) the Loan-to-Value Ratio at origination; (21) the date on which the first Scheduled Payment was due on the Mortgage Loan after the origination date; (22) a code indicating the documentation style of the Mortgage Loan; (23) a code indicating if the Mortgage Loan is subject to a Primary Insurance Policy and, if so, the name of the Qualified Mortgage Insurer, the certificate number and the coverage amount of the Primary Insurance Policy; (24) the Servicing Fee Rate; (25) a code indicating whether the Mortgage Loan is subject to a prepayment penalty and, if so, the term of such prepayment penalty; (26) the credit score (or mortgage score) of the Mortgagor; (27) the debt-to-income ratio of the Mortgage Loan; (28) a code indicating the Originator of the Mortgage Loan; (29) a code indicating whether the Mortgage Loan is a Group 1 Mortgage Loan, Group 2 Mortgage Loan, Group 3 Mortgage Loan, Group 4 Mortgage Loan, Group 5 Mortgage Loan, Group 6 Mortgage Loan, Group 7 Mortgage Loan or Group 8 Mortgage Loan; (30) the Loan Sale Date; (31) the initial Servicer; and (32) a code indicating if the Mortgage Loan is subject to a "lender-paid" Primary Insurance Policy and, if so, the name of the Qualified Mortgage Insurer, the certificate number and the coverage amount of the Primary Insurance Policy, and the Lender-Paid Mortgage Insurance Rate.

Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.

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

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

Mortgaged Property: The underlying property securing a Mortgage Loan.

Mortgage Store: The Mortgage Store Financial, Inc. and its successors and assigns, in its capacity as Originator of the Mortgage Store Mortgage Loans and the Mortgage Store (Xxxxx Fargo) Mortgage Loans.

Mortgage Store Loan Sale Date: The date that the Mortgage Store Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Mortgage Store Mortgage Loans: The Mortgage Loans for which the Mortgage Store is listed as “Originator” on the Mortgage Loan Schedule and which are not Mortgage Store (Xxxxx Fargo) Mortgage Loans.

Mortgage Store Purchase and Servicing Agreement: Solely with respect to the Mortgage Store Mortgage Loans, the Master Seller’s Purchase, Warranties and Interim Servicing Agreement, dated as of September 1, 2002, between the Transferor, as purchaser, and the Mortgage Store, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Mortgage Store Mortgage Loans.

Mortgage Store (Xxxxx Fargo) Loan Sale Date: The date that the Mortgage Store (Xxxxx Fargo) Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Mortgage Store (Xxxxx Fargo) Mortgage Loans: The Mortgage Loans for which the Mortgage Store is listed as “Originator” on the Mortgage Loan Schedule and which were sold by Xxxxx Fargo Funding, Inc. to the Transferor pursuant to the Mortgage Store (Xxxxx Fargo) Purchase and Servicing Agreement.

Mortgage Store (Xxxxx Fargo) Purchase and Servicing Agreement: Solely with respect to the Mortgage Store (Xxxxx Fargo) Mortgage Loans, the Master Mortgage Loan Sale and Servicing Transfer Agreement, dated as of January 1, 2003, between Xxxxx Fargo Funding, Inc., as purchaser, and the Mortgage Store, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Mortgage Store (Xxxxx Fargo) Mortgage Loans.

Mortgagor: The obligor(s) on a Mortgage Note.

National City: National City Mortgage Co., an Ohio corporation, and its successors and assigns, in its capacity as Originator and Servicer of the National City Mortgage Loans to the Transferor.

National City Loan Sale Date: The date that the National City Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

National City Mortgage Loans: The Mortgage Loans for which National City is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

National City Purchase and Servicing Agreement: Solely with respect to the National City Mortgage Loans, the Master Seller’s Warranties and Servicing Agreement, dated as of October 1, 2001, between the Transferor and National City, as the same may be amended from time to time, and any assignments and conveyances related to the National City Mortgage Loans.

Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate less (i) the related Servicing Fee Rate, (ii) if applicable, the Master Servicing Fee Rate and (iii) if applicable, the Lender-Paid Mortgage Insurance Rate. For purposes of determining whether any Eligible Substitute Mortgage Loan is a Discount Mortgage Loan or a Non-Discount Mortgage Loan and for purposes of calculating the applicable PO Percentage and applicable Non-PO Percentage, each Eligible Substitute Mortgage Loan shall be deemed to have a Net Mortgage Rate equal to the Net Mortgage Rate of the Deleted Mortgage Loan for which it is substituted.

Net Prepayment Interest Shortfalls: As to any Distribution Date and Loan Group, the amount by which the aggregate of Prepayment Interest Shortfalls for that Loan Group during the related Prepayment Period exceeds the amount of Compensating Interest available to such Loan Group for such Distribution Date.

Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate that is greater than or equal to the related Required Coupon as of the Cut-off Date.

Non-PO Formula Principal Amount: As to any Distribution Date and any Loan Group, the sum for all Mortgage Loans in such Loan Group of the applicable Non-PO Percentage of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on each such Mortgage Loan on the related Due Date, (b) the Purchase Price of each such Mortgage Loan that was repurchased by the Transferor pursuant to this Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan related to such Loan Group received with respect to such Distribution Date, (d) any Liquidation Proceeds (including Insurance Proceeds) allocable to recoveries of principal of Mortgage Loans related to such Loan Group that are not yet Liquidated Loans received during the calendar month preceding the month of such Distribution Date, (e) with respect to each such Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full related to such Mortgage Loans received during the related Prepayment Period and (ii) all partial Principal Prepayments related to such Mortgage Loans and applied during the related Prepayment Period.

Non-PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the related Required Coupon. As to any Non-Discount Mortgage Loan, 100%.

Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be made by the applicable Servicer or the Master Servicer, as the case may be, that, in the good faith judgment of the applicable Servicer or the Master Servicer, will not be ultimately recoverable by the applicable Servicer or the Master Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise.

Notice of Final Distribution: The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

Notional Amount: With respect to any Distribution Date and the Component 6-A-3-1, an amount equal to the product of (i) the Class Principal Balance of the Class 6-A-1 Certificates immediately prior to such Distribution Date and (ii) 0.227272727273.

With respect to any Distribution Date and the Component 6-A-3-3, an amount equal to the product of (i) the Class Principal Balance of the Class 6-A-2 Certificates immediately prior to such Distribution Date and (ii) 0.204545454545.

With respect to any Distribution Date and the Class 6-A-6 Certificates, the Class Principal Balance of the Class 6-A-5 Certificates immediately prior to such Distribution Date.

With respect to any Distribution Date and the Class 15-A-X Certificates, an amount equal to the product of (x) the aggregate of the Scheduled Principal Balances of the Non-Discount Mortgage Loans in Loan Group 2, Loan Group 3 and Loan Group 8 and (y) a fraction, (a) the numerator of which is the weighted average of the Stripped Interest Rates for the Non-Discount Mortgage Loans in Loan Group 2, Loan Group 3 and Loan Group 8 and (b) the denominator of which is 5.00% per annum.

With respect to any Distribution Date and the Class 30-A-X Certificates, an amount equal to the product of (x) the aggregate of the Scheduled Principal Balances of the Non-Discount Mortgage Loans in Loan Group 1, Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7 and (y) a fraction, (a) the numerator of which is the weighted average of the Stripped Interest Rates for the Non-Discount Mortgage Loans in Loan Group 1, Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7 and (b) the denominator of which is 5.50% per annum.

Offered Certificates: As specified in the Preliminary Statement.

Officer’s Certificate: A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master Servicer, or (ii) if provided for in this Agreement, signed by a Master Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be counsel for the Depositor or the Master Servicer, including in-house counsel, reasonably acceptable to the Trustee; provided, however, that, with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor and the Master Servicer, (ii) not have any direct financial interest in the Depositor or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Optional Termination: The termination of the trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a) hereof.

Original Subordinate Principal Balance: With respect to the Group B Subordinate Certificates, the aggregate of the Class Principal Balances of the Group B Subordinate Certificates as of the Closing Date.

With respect to the Group 6 Subordinate Certificates, the aggregate of the Class Principal Balances of the Group 6 Subordinate Certificates as of the Closing Date.

Originator: Each of Alliance Bancorp, Bank of America, Bank One, Countrywide, Xxxxxx, First Financial, First Magnus, GMACM, HSBC, Mid America, Mortgage Store, National City, Platinum Capital, Plaza Home, Principal Residential, Provident, Sterling Capital, SunTrust, Xxxxxx Xxxx, Wachovia, WMMSC and Xxxxxx, as applicable.

OTS: The Office of Thrift Supervision.

Outstanding: With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(a)

Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and

(b)

Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a Scheduled Principal Balance greater than zero that was not the subject of a Principal Prepayment in Full prior to such Due Date and that did not become a Liquidated Loan prior to such Due Date.

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

PACs: As specified in the Preliminary Statement.

Pass-Through Rate: For any interest bearing Class of Certificates, the per annum rate set forth or calculated in the manner described in the Preliminary Statement.

Percentage Interest: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

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

(a)

obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

(b)

general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;

(c)

commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;

(d)

certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated in one of the two highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency;

(e)

demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC and are then rated in the highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;

(f)

guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency;

(g)

repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above;

(h)

securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have the highest rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

(i)

units of a taxable money-market portfolio having the highest rating assigned by each Rating Agency and restricted to obligations issued or guaranteed by the United States of America or entities whose obligations are backed by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations;

(j)

any mutual fund, money market fund, common trust fund or other pooled investment vehicle, the assets of which are limited to instruments that otherwise would constitute Permitted Investments hereunder, including any such fund that is managed by the Trustee or Master Servicer or any affiliate of the Trustee or Master Servicer or for which the Trustee or Master Servicer or any affiliate of the Trustee or Master Servicer acts as an adviser as long as such fund is rated in at least the highest rating category by each Rating Agency (if so rated by such Rating Agency); and

(k)

such other investments bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Permitted Transferee: Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of the United States, a corporation, partnership (except as provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to United States federal income tax purposes regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more Persons described in this clause (v) have the authority to control all substantial decisions of the Trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as United States persons) unless such Person has furnished the transferor and the Trustee with a duly completed Internal Revenue Service Form W-8ECI or any applicable successor form, (vi) any Person with respect to whom income on any Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other Person and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “international organization” shall have the meanings set forth in section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority of its board of directors is not selected by such government unit.

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

Physical Certificate: As specified in the Preliminary Statement.

Platinum Capital: Platinum Capital Group, and its successors and assigns, in its capacity as Originator of the Platinum Capital Mortgage Loans.

Platinum Capital Loan Sale Date: The date that the Platinum Capital Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Platinum Capital Mortgage Loans: The Mortgage Loans for which Platinum Capital is listed as “Originator” on the Mortgage Loan Schedule.

Platinum Capital Purchase and Servicing Agreement: Solely with respect to the Platinum Capital Mortgage Loans, the Master Mortgage Loan Sale and Servicing Transfer Agreement, dated as of April 1, 2003, between Xxxxx Fargo Funding, Inc., as purchaser, and Platinum Capital, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Platinum Capital Mortgage Loans.

Plaza Home: Plaza Home Mortgage, and its successors and assigns, in its capacity as Originator of the Plaza Home Mortgage Loans.

Plaza Home Loan Sale Date: The date that the Plaza Home Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Plaza Home Mortgage Loans: The Mortgage Loans for which Plaza Home is listed as “Originator” on the Mortgage Loan Schedule.

Plaza Home Purchase and Servicing Agreement: Solely with respect to the Plaza Home Mortgage Loans, the Master Mortgage Loan Sale and Servicing Transfer Agreement, dated as of April 1, 2003, between Xxxxx Fargo Funding, Inc., as purchaser, and Plaza Home, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Plaza Home Mortgage Loans.

PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO Percentage for such Discount Mortgage Loan. As to any Non-Discount Mortgage Loan, 0%.

Prepayment Interest Shortfall: As to any Distribution Date, Mortgage Loan and Principal Prepayment received or, in the case of partial Principal Prepayments, applied, during the month preceding the month of such Distribution Date (except with respect to any Mortgage Loan serviced by WMMSC for which a Principal Prepayment in Full is received by WMMSC on or after the 1st day and prior to the 16th day of the month of such Distribution Date), the amount, if any, by which one month’s interest at the related Net Mortgage Rate on such Principal Prepayment exceeds the amount of interest at the Net Mortgage Rate paid in connection with such Principal Prepayment.

Prepayment Period: As to any Distribution Date, and

(a)

with respect to any voluntary Principal Prepayment of a Mortgage Loan (other than any voluntary Principal Prepayment in Full of a Mortgage Loan serviced by WMMSC) the calendar month preceding the month in which such Distribution Date occurs; and

(b) with respect to any voluntary Principal Prepayment in Full of a Mortgage Loan serviced by WMMSC, as applicable, the period beginning on the 15th day of the calendar month immediately preceding the month in which such Distribution Date occurs and ending on the 14th day of the calendar month in which such Distribution Date occurs.

Primary Insurance Policy: Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

Principal Only Certificates: As specified in the Preliminary Statement.

Principal Prepayment: Any payment of principal by a Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date and is not accompanied by an amount representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments will be applied by the applicable Servicers in accordance with the terms of the related Purchase and Servicing Agreements and Partial Principal Prepayments shall be applied by the applicable Servicers in accordance with the terms of the related Mortgage Note, and to the extent the Mortgage Note does not provide otherwise, shall be applied in the Prepayment Period preceding the receipt thereof.

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

Principal Residential: Principal Residential Mortgage, Inc, an Iowa corporation, and its successors and assigns, in its capacity as Originator of the Principal Residential Mortgage Loans.

Principal Residential Loan Sale Date: The date that the Principal Residential Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Principal Residential Mortgage Loans: The Mortgage Loans for which Principal Residential is listed as “Originator” on the Mortgage Loan Schedule.

Principal Residential Purchase and Servicing Agreement: Solely with respect to the Principal Residential Mortgage Loans, the Master Mortgage Loan Sale and Servicing Transfer Agreement, dated as of September 1, 2002, between Xxxxx Fargo Funding, Inc., as purchaser, and Principal Residential, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Principal Residential Mortgage Loans.

Private Certificate: As specified in the Preliminary Statement.

Prospectus Supplement: The Prospectus Supplement dated April 28, 2003 relating to the Offered Certificates.

Protected Account: An account established and maintained for the benefit of Certificateholders by each Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to the respective Purchase and Servicing Agreements.

Provident: Provident Funding Associates, a California limited partnership, and its successors and assigns, in its capacity as Originator and Servicer of the Provident Mortgage Loans.

Provident Loan Sale Date: The date that the Provident Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Provident Mortgage Loans: The Mortgage Loans for which Provident is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

Provident Purchase and Servicing Agreement: Solely with respect to the Provident Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of August 1, 2002, between the Transferor, as purchaser, and Provident, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Provident Mortgage Loans.

PUD: Planned Unit Development.

Purchase Price: With respect to any Mortgage Loan required to be purchased by the Transferor pursuant to Section 2.02 or 2.03 hereof, an amount equal to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase and (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate from the date through which interest was last paid by the Mortgagor or the applicable Servicer or the Master Servicer, as the case may be, made an Advance in respect thereof (which was not reimbursed) to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders.

Purchase and Servicing Agreements:

(a)

the Alliance Bancorp Purchase and Servicing Agreement;

(b)

the Bank of America Purchase and Servicing Agreement;

(c)

the Bank One Purchase and Servicing Agreement;

(d)

the Countrywide Purchase and Servicing Agreement;

(e)

the Xxxxxx Purchase and Servicing Agreement;

(f)

the First Financial Purchase and Servicing Agreement;

(g)

the First Magnus Purchase and Servicing Agreement;

(h)

the GMACM Servicing Agreement;

(i)

the HSBC Purchase and Servicing Agreement;

(j)

the Mid America Purchase and Servicing Agreement;

(k)

the Mortgage Store Purchase and Servicing Agreement;

(l)

the Mortgage Store (Xxxxx Fargo) Purchase and Servicing Agreement;

(m)

the National City Servicing Agreement;

(n)

the Platinum Capital Purchase and Servicing Agreement;

(o)

the Plaza Home Purchase and Servicing Agreement;

(p)

the Principal Residential Purchase and Servicing Agreement;

(q)

the Provident Purchase and Servicing Agreement;

(r)

the Sterling Capital Purchase and Servicing Agreement;

(s)

the SunTrust Servicing Agreement;

(t)

the Xxxxxx Xxxx Purchase and Servicing Agreement;

(u)

the Wachovia Purchase and Servicing Agreement;

(v)

the Xxxxx Fargo Servicing Agreement;

(w)

the Xxxxxx Purchase and Servicing Agreement;

(x)

the WMMSC Purchase and Servicing Agreement; and

(y)

the WMMSC Servicing Agreement.

Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a Xxxxxx Xxx-approved mortgage insurer and having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Qualified Mortgage Insurer: Any mortgage insurer that is Xxxxxx Mae and Xxxxxxx Mac approved.

Rating Agency: Each of the Rating Agencies specified in the Preliminary Statement. If any such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Realized Loss: With respect to each Liquidated Loan, an amount (not less than zero or more than the Scheduled Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the unpaid principal balance of the Liquidated Loan as of the date of such liquidation, plus (ii) interest at the Net 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 in the month in which Liquidation Proceeds are required to be distributed on the Scheduled Principal Balance of such Liquidated Loan from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated Loan. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

Record Date: With respect to any Distribution Date and the LIBOR Certificates, close of business on the Business Day immediately preceding such Distribution Date, and with respect to the other Certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.

Refinancing Mortgage Loan: Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

Regular Certificates: As specified in the Preliminary Statement.

Relief Act: The Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended or any comparable state statute (including the comparable provisions under the California Military and Veterans Code, as amended).

Relief Act Reductions: With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.

REMIC: A “real estate mortgage investment conduit” within the meaning of section 860D of the Code.

REMIC Change of Law: Any proposed, temporary or final regulation, revenue ruling, revenue procedure or other official announcement or interpretation relating to REMICs and the REMIC Provisions issued after the Closing Date.

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

REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure, deed-in-lieu of foreclosure, repossession or otherwise in connection with a defaulted Mortgage Loan.

Required Coupon: With respect to (a) the Group 1 Mortgage Loans, 5.750% per annum, (b) the Group 2, Group 3 and Group 8 Mortgage Loans, 5.000% per annum and (c) the Group 4, Group 5, Group 6 and Group 7 Mortgage Loans, 5.500% per annum.

Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under the applicable Purchase and Servicing Agreement.

Residual Interests: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, any Trust Officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers having direct responsibility for the administration of this Agreement and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Restricted Classes: As defined in Section 4.02(e).

S&P: Standard and Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or any successor thereto. If S&P is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b), the address for notices to S&P shall be Standard and Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Monitoring Group, or such other address as Moody’s may hereafter furnish to the Trustee, Depositor and the Master Servicer.

Scheduled Class Balance: With respect to any PAC and any Distribution Date, the Class Principal Balance or Component Balance, as applicable, for such PAC set forth in Schedule III hereto with respect to such Distribution Date.

With respect to any TAC, the Class Principal Balance or Component Balance, as applicable, of such TAC set forth in Schedule IV hereto with respect to such Distribution Date.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

Scheduled Principal Balance: As to any Mortgage Loan and any Distribution Date, the unpaid principal balance of such Mortgage Loan as of such Due Date in the month preceding the month in which such Distribution Date occurs, as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal received during the Prepayment Period for the prior Distribution Date (other than with respect to any Liquidated Loan), and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor.

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

Senior Certificates: As specified in the Preliminary Statement.

Senior Final Distribution Date: With respect to Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8, the Distribution Date on which the respective Class Principal Balances of the Senior Certificates related to Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 (other than the Principal Only Certificates and Interest Only Certificates) have each been reduced to zero.

With respect to Group 6, the Distribution Date on which the respective Class Principal Balances of the Group 6 Senior Certificates (other than the Principal Only Certificates and Interest Only Certificates) have each been reduced to zero.

Senior Percentage: As to any Distribution Date and any Certificate Group, the lesser of (a) 100% and (b) the percentage equivalent of a fraction the numerator of which is the aggregate of the Class Principal Balances and Component Balances of each Class of Senior Certificates and Components in such Certificate Group (other than the Principal Only Certificates and Interest Only Certificates related to such Certificate Group) immediately preceding such Distribution Date and the denominator of which is the aggregate of the applicable Non-PO Percentage multiplied by the Scheduled Principal Balance of each Mortgage Loan in the related Loan Group.

Senior Prepayment Percentage: With respect to any Certificate Group, and for any Distribution Date during the five years beginning on the first Distribution Date, 100%. The Senior Prepayment Percentage for any Certificate Group and any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date will, except as provided herein, be as follows: for any Distribution Date in the first year thereafter, the Senior Percentage for such Certificate Group plus 70% of the Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the second year thereafter, the Senior Percentage for such Certificate Group plus 60% of the Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the third year thereafter, the Senior Percentage for such Certificate Group plus 40% of the Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage for such Certificate Group plus 20% of the Subordinate Percentage for such Certificate Group for such Distribution Date; and for any Distribution Date thereafter, the Senior Percentage for such Certificate Group for such Distribution Date (unless (A) on any Distribution Date the Senior Percentage for any of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 or Group 8 exceeds the initial Senior Percentage for such Certificate Group, in which case the Senior Prepayment Percentage for each of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 for such Distribution Date will once again equal 100% or (B) on any Distribution Date the Senior Percentage for Group 6 exceeds the initial Senior Percentage for such Certificate Group, in which case the Senior Prepayment Percentage for Group 6 for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage for a Certificate Group will occur unless both of the related Senior Step Down Conditions are satisfied.

Senior Step Down Conditions: With respect to any Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8, as of the last day of the month preceding the applicable Distribution Date as to which any decrease in the Senior Prepayment Percentage for such Certificate Group applies, (i) the aggregate Scheduled Principal Balance of all Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure and REO Properties), as a percentage of the aggregate Class Principal Balance of the Group B Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 Mortgage Loans do not exceed (a) with respect to the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the related Original Subordinate Principal Balance, (b) with respect to the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the related Original Subordinate Principal Balance, (c) with respect to the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the related Original Subordinate Principal Balance, (d) with respect to the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the related Original Subordinate Principal Balance and (e) with respect to the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the related Original Subordinate Principal Balance.

With respect to Group 6, as of the last day of the month preceding the applicable Distribution Date as to which any decrease in the Senior Prepayment Percentage for such Certificate Group applies, (i) the aggregate Scheduled Principal Balance of all Group 6 Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure and REO Properties), as a percentage of the aggregate Class Principal Balance of the Group B Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Group 6 Mortgage Loans do not exceed (a) with respect to the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the related Original Subordinate Principal Balance, (b) with respect to the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the related Original Subordinate Principal Balance, (c) with respect to the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the related Original Subordinate Principal Balance, (d) with respect to the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the related Original Subordinate Principal Balance and (e) with respect to the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the related Original Subordinate Principal Balance.

Servicer: Each of Bank of America, Bank One, Countrywide, Downey, GMACM, HSBC, Mid America, National City, Provident, SunTrust, Xxxxx Fargo and WMMSC, as applicable.

Servicer Remittance Date: With respect to any Servicer (other than WMMSC) and any Distribution Date, the 18th day of each calendar month, or if such 18th day is not a Business Day, either the immediately preceding Business Day or the immediately succeeding Business Day, as specified in the related Purchase and Servicing Agreement. With respect to WMMSC, as to any Distribution Date, the 24th day of each calendar month, or if such 24th day is not a Business Day, the immediately preceding Business Day.

Servicing Advances: All customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by the Master Servicer of its master servicing obligations or the applicable Servicer, as the case may be, of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any expenses reimbursable to the Master Servicer or the applicable Servicer, as the case may be, pursuant to Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Section 3.09.

Servicing Fee: As to each Mortgage Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Mortgage Loan and equal to one-twelfth of the Servicing Fee Rate multiplied by the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the month immediately preceding the month in which such Distribution Date occurs (after giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date), subject to reduction for any Compensating Interest payments required to be made by the applicable Servicer.

Servicing Fee Rate: With respect to each Mortgage Loan, the per annum rate set forth on the Mortgage Loan Schedule.

Similar Law: As defined in Section 5.02(b) hereof.

Special Hazard Coverage Termination Date: With respect to any Group, the point in time at which the related Special Hazard Loss Coverage Amount is reduced to zero.

Special Hazard Loss: Any Realized Loss as reported by the applicable Servicer to the Master Servicer suffered by a Mortgaged Property on account of direct physical loss but not including (i) any loss of a type covered by a hazard insurance policy or a flood insurance policy required to be maintained with respect to such Mortgaged Property pursuant to Section 3.11 to the extent of the amount of such loss covered thereby, or (ii) any loss caused by or resulting from:

(a)

normal wear and tear;

(b)

fraud, conversion or other dishonest act on the part of the Trustee, any Servicer the Master Servicer or any of their agents or employees (without regard to any portion of the loss not covered by any errors and omissions policy);

(c)

errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss;

(d)

nuclear or chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term “Special Hazard Loss”;

(e)

hostile or warlike action in time of peace and war, including action in hindering, combating or defending against an actual, impending or expected attack:

(i)

by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces; or

(ii)

by military, naval or air forces; or

(iii)

by an agent of any such government, power, authority or forces;

(f)

any weapon of war employing nuclear fission, fusion or other radioactive force, whether in time of peace or war; or

(g)

insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority or risks of contraband or illegal transportation or trade.

Special Hazard Loss Coverage Amount: With respect to the Group B Subordinate Certificates and any Distribution Date, $9,144,726, less (i) the aggregate amount of Special Hazard Losses that would have been previously allocated to the Group B Subordinate Certificates in the absence of the Loss Allocation Limitation and (ii) the related Adjustment Amount as of the most recent anniversary of the Cut-off Date. As of any Distribution Date after the related Cross-Over Date, the Special Hazard Loss Coverage Amount for the Group B Subordinate Certificates shall be zero.

With respect to the Group 6 Subordinate Certificates and any Distribution Date, $4,961,530, less (i) the aggregate amount of Special Hazard Losses that would have been previously allocated to the Group 6 Subordinate Certificates in the absence of the Loss Allocation Limitation and (ii) the related Adjustment Amount as of the most recent anniversary of the Cut-off Date. As of any Distribution Date after the related Cross-Over Date, the Special Hazard Loss Coverage Amount for the Group 6 Subordinate Certificates shall be zero.

All principal balances for the purpose of this definition will be calculated as of the first day of the calendar month preceding the month of such Distribution Date after giving effect to Scheduled Payments on the Mortgage Loans then due, whether or not paid.

Special Hazard Mortgage Loan: A Liquidated Loan as to which a Special Hazard Loss has occurred.

Startup Day: The Closing Date.

Stepdown Percentage:

For any Distribution Date: (i) 0% until and including the Distribution Date in April 2008, (ii) 30% from the Distribution Date in May 2008 until and including the Distribution Date in April 2009, (iii) 40% from the Distribution Date in May 2009 until and including the Distribution Date in April 2010, (iv) 60% from the Distribution Date in May 2010 until and including the Distribution Date in April 2011, (v) 80% from the Distribution Date in May 2011 until and including the Distribution Date in April 2012 and (vi) 100% thereafter.

Sterling Capital: Sterling Capital Mortgage, and its successors and assigns, in its capacity as Originator of the Sterling Capital Mortgage Loans.

Sterling Capital Loan Sale Date: The date that the Sterling Capital Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Sterling Capital Mortgage Loans: The Mortgage Loans for which Sterling Capital is listed as “Originator” on the Mortgage Loan Schedule.

Sterling Capital Purchase and Servicing Agreement: Solely with respect to the Sterling Capital Mortgage Loans, the Master Seller’s Purchase, Warranties and Interim Servicing Agreement, dated as of February 1, 2003, between GMACM, as purchaser, and Sterling Capital, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Sterling Capital Mortgage Loans.

Stripped Interest Rate: With respect to each Group 1 Non-Discount Mortgage Loan, the excess of the Net Mortgage Rate for such Mortgage Loan over 5.750% per annum. With respect to each Group 2 Non-Discount Mortgage Loan, Group 3 Non-Discount Mortgage Loan and Group 8 Non-Discount Mortgage Loan, the excess of the Net Mortgage Rate for such Mortgage Loan over 5.000% per annum. With respect to each Group 4 Non-Discount Mortgage Loan, Group 5 Non-Discount Mortgage Loan, Group 6 Non-Discount Mortgage Loan and Group 7 Non-Discount Mortgage Loan, the excess of the Net Mortgage Rate for such Mortgage Loan over 5.500% per annum.

Subordinate Certificates: As specified in the Preliminary Statement.

Subordinate Optimal Principal Amount: For any Distribution Date and any Loan Group, the sum for each Mortgage Loan in such Loan Group of (i) the Subordinate Percentage of the applicable Non-PO Percentage of all amounts described in clauses (a) through (d) of the definition of “Non-PO Formula Principal Amount” for such Distribution Date, (ii) with respect to each Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the portion of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan that was not included in clause (ii) of the definition of “Group 1 Optimal Principal Amount,” “Group 2 Optimal Principal Amount,” “Group 3 Optimal Principal Amount,” “Group 4 Optimal Principal Amount,” “Group 5 Optimal Principal Amount,” “Group 6 Optimal Principal Amount,” “Group 7 Optimal Principal Amount” and “Group 8 Optimal Principal Amount,” with respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7 and Loan Group 8, respectively, for such Distribution Date, and (iii) the Subordinate Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in clause (f) of the definition of “Non-PO Formula Principal Amount” for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Loan, the Subordinate Optimal Principal Amount will be reduced on the related Distribution Date by the Subordinate Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

Subordinate Percentage: As to any Distribution Date and any Certificate Group, 100% minus the Senior Percentage for such Certificate Group for such Distribution Date.

Subordinate Prepayment Percentage: As to any Distribution Date and any Certificate Group, 100% minus the Senior Prepayment Percentage for such Certificate Group for such Distribution Date, except that, (A) on any Distribution Date after the Senior Final Distribution Date for Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8, the Subordinate Prepayment Percentage for each of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 will equal 100% and (B) on any Distribution Date after the Senior Final Distribution Date for Group 6, the Subordinate Prepayment Percentage for Group 6 will equal 100%.

Subordinate Principal Distribution Amount: With respect to the Group B Subordinate Certificates, the aggregate amount which would be payable as principal on the Group B Subordinate Certificates from Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds in the aggregate, after application of Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds in the aggregate (i) to make payments on the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7, Group 8, Class 15-A-X, Class 30-A-X and Class PO Certificates in accordance with Section 4.02(a)(i) items first and second and Section 4.02(f) and (ii) to make payments of Accrued Certificate Interest to the Group B Subordinate Certificates in accordance with Section 4.02(a)(ii).

With respect to the Group 6 Subordinate Certificates, the aggregate amount which would be payable as principal on the Group 6 Subordinate Certificates from Group 6 Available Funds, after application of Group 6 Available Funds (i) to make payments on the Group 6 Senior, Class 30-A-X and Class PO Certificates in accordance with Section 4.02(a)(i) items first and second and Section 4.02(f) and (ii) to make payments of Accrued Certificate Interest to the Group 6 Subordinate Certificates in accordance with Section 4.02(a)(ii).

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

SunTrust: SunTrust Mortgage, Inc., a Virginia corporation, and its successors and assigns, in its capacity as Originator and Servicer of the SunTrust Mortgage Loans.

SunTrust Loan Sale Date: The date that the SunTrust Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

SunTrust Mortgage Loans: The Mortgage Loans for which SunTrust is listed as “Originator” and “Servicer” on the Mortgage Loan Schedule.

SunTrust Purchase and Servicing Agreement: Solely with respect to the SunTrust Mortgage Loans, the Purchase, Warranties and Servicing Agreement, dated as of January 1, 2002, between the Transferor, as purchaser and SunTrust, as seller and as servicer, as the same may be amended from time to time, and any assignments and conveyances related to the SunTrust Mortgage Loans.

TACs: As specified in the preliminary statement.

Tax Matters Person: The Holder of the Class A-R Certificates designated as “tax matters person” in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1 for each REMIC created by this Agreement.

Xxxxxx Xxxx: Xxxxxx Xxxx & Xxxxxxxx Mortgage Corp., and its successors and assigns, in its capacity as Originator of the Xxxxxx Xxxx Mortgage Loans.

Xxxxxx Xxxx Loan Sale Date: The date that the Xxxxxx Xxxx Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Xxxxxx Xxxx Mortgage Loans: The Mortgage Loans for which Xxxxxx Xxxx is listed as “Originator” on the Mortgage Loan Schedule.

Xxxxxx Xxxx Bank Purchase and Servicing Agreement: Solely with respect to the Xxxxxx Xxxx Mortgage Loans, the Seller’s Purchase, Warranties and Interim Servicing Agreement, dated as of May 1, 2002, between GMACM, as purchaser, and Xxxxxx Xxxx, as company, as the same may be amended from time to time, and any assignments and conveyances related to the Xxxxxx Xxxx Bank Mortgage Loans.

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

Transferor: UBS Warburg Real Estate Securities Inc., a Delaware corporation, seller of the Mortgage Loans to the Depositor pursuant to the Mortgage Loan Purchase Agreement.

Trust: As defined in Section 2.01(c).

Trust Fund: The corpus of the trust created hereunder consisting of: (a) the Mortgage Loan Purchase Agreement, the Assignment Agreements, the Purchase and Servicing Agreements (other than any rights of the Depositor to indemnification by any Originator with respect to breaches of representations and warranties regarding the related Mortgage Loans made by such Originator therein, which indemnification provisions are set forth in: (i) with respect to Alliance Bancorp, Section 3.3 of the Alliance Bancorp Purchase and Servicing Agreement, (ii) with respect to Bank of America, Section 7.03 of the Bank of America Purchase and Servicing Agreement, (iii) with respect to Bank One, Section 7.01 of the Bank One Purchase and Servicing Agreement, (iv) with respect to Countrywide, Section 7.03 of the Countrywide Purchase and Servicing Agreement, (v) with respect to Xxxxxx, Section 7.03 of the Xxxxxx Purchase and Servicing Agreement, (vi) with respect to First Financial, Section 3.3 of the First Financial Purchase and Servicing Agreement, (vii) with respect to First Magnus, Section 3.3 of the First Magnus Purchase and Servicing Agreement, (viii) with respect to HSBC, Section 7.03 of the HSBC Purchase and Servicing Agreement, (ix) with respect to Mid America, Section 7.03 of the Mid America Purchase and Servicing Agreement, (x) with respect to Mortgage Store, Section 3.03 of the Mortgage Store Purchase and Servicing Agreement and Section 3.3 of the Mortgage Store (Xxxxx Fargo) Purchase and Servicing Agreement, (xi) with respect to National City, Section 9.01 of the National City Purchase and Servicing Agreement, (xii) with respect to Platinum Capital, Section 3.3 of the Platinum Capital Purchase and Servicing Agreement, (xiii) with respect to Plaza Home, Section 3.3 of the Plaza Home Purchase and Servicing Agreement, (xiv) with respect to Principal Residential, Section 3.3 of the Principal Residential Purchase and Servicing Agreement, with respect to SIB, (xv) with respect to Provident, Section 7.03 of the Provident Purchase and Servicing Agreement, (xvi) with respect to Sterling Capital, Section 3.03 of the Sterling Capital Purchase and Servicing Agreement, (xvii) with respect to SunTrust, Section 3.03 of the SunTrust Purchase and Servicing Agreement, (xviii) with respect to Wachovia, Section 3.3 of the Wachovia Purchase and Servicing Agreement, (xix) with respect to Xxxxxx, Section 3.03 of the Xxxxxx Purchase and Servicing Agreement, and (xx) with respect to WMMSC, Section 4.3 of the WMMSC Purchase and Servicing Agreement, and which rights shall, in each case, be retained by the Depositor); (b) the Mortgage Loans and all interest and principal received on or with respect thereto after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance thereof; (c) the Collection Account and the Distribution Account all amounts deposited therein pursuant to the applicable provisions of this Agreement; (d) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trustee: JPMorgan Chase Bank, a New York banking corporation, and its successors and, if a successor trustee is appointed hereunder, such successor.

Undercollateralized Group: Any Certificate Group (other than Group 6) with respect to which, on any Distribution Date, the aggregate Class Principal Balance of the Senior Certificates related to such Certificate Group (after giving effect to distributions to be made on such Distribution Date) is greater than the Group Pool Principal Balance of the related Loan Group (net of the applicable PO Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan in such Loan Group) for the following Distribution Date.

Underwriter: UBS Warburg 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.

Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. As of any date of determination, (a) the Interest Only Certificates will be entitled to 1% in the aggregate of all Voting Rights (such Voting Rights to be allocated among the Holders of Certificates of each such Class in accordance with their respective Percentage Interests), and (b) the remaining Voting Rights (and the Voting Rights allocated to the Interest Only Certificates if there are no Interest Only Certificates) shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Principal Balances of their respective Certificates on such date.

Wachovia: Wachovia Mortgage Corporation and its successors and assigns, in its capacity as Originator of the Wachovia Mortgage Loans.

Wachovia Loan Sale Date: The date that the Wachovia Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Wachovia Mortgage Loans: The Mortgage Loans for which Wachovia is listed as “Originator” on the Mortgage Loan Schedule.

Wachovia Purchase and Servicing Agreement: Solely with respect to the Wachovia Mortgage Loans, the Mortgage Loan Sale and Servicing Transfer Agreement, dated as of January 1, 2003, between Xxxxx Fargo Funding, Inc., as purchaser, and Wachovia, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Wachovia Mortgage Loans.

Xxxxx Fargo: Xxxxx Fargo Home Mortgage, Inc., a California corporation, and its successors and assigns, in its capacity as Servicer of the Xxxxx Fargo Serviced Mortgage Loans.

Xxxxx Fargo AAR: That certain Assignment, Assumption and Recognition Agreement dated as of February 25, 2003 by and among the Transferor, Bank of America and Xxxxx Fargo.

Xxxxx Fargo Servicing Agreement: Solely with respect to the Xxxxx Fargo Serviced Mortgage Loans, each Sale and Servicing Agreement (as defined in the Assignment, Assumption and Recognition Agreement dated as of April 29, 2003 among the Transferor, the Depositor, Bank of America and Xxxxx Fargo) relating to such Xxxxx Fargo Serviced Mortgage Loans.

Xxxxx Fargo Serviced Mortgage Loans: The Mortgage Loans for which

Xxxxx Fargo is listed as “Servicer” on the Mortgage Loan Schedule.

Xxxxxx: Xxxxxx Funding LLC, and its successors and assigns, in its capacity as Originator of the Xxxxxx Mortgage Loans.

Xxxxxx Loan Sale Date: The date that the Xxxxxx Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

Xxxxxx Mortgage Loans: The Mortgage Loans for which Xxxxxx is listed as “Originator” on the Mortgage Loan Schedule.

Xxxxxx Purchase and Servicing Agreement: Solely with respect to the Xxxxxx Mortgage Loans, the Seller’s Purchase and Warranties Agreement, dated as of April 1, 2003, between GMACM, as servicer, the Transferor, as purchaser and Xxxxxx, as seller, as the same may be amended from time to time, and any assignments and conveyances related to the Xxxxxx Loans.

WMMSC: Washington Mutual Mortgage Securities Corp., a Delaware corporation, its successors and assigns, in its capacity as Servicer and Originator of the WMMSC Mortgage Loans.

WMMSC Investment Earnings Amount: With respect to any Distribution Date, an amount equal to the investment earnings, if any, that accrued on amounts then held in the Distribution Account in respect of the WMMSC Monthly Remittance Amount, for the period from and including the Servicer Remittance Date immediately preceding such Distribution Date, to and including such Distribution Date.

WMMSC Loan Sale Date: The date that the WMMSC Mortgage Loans were transferred to the Transferor as set forth on the Mortgage Loan Schedule under the heading “Loan Sale Date.”

WMMSC Monthly Remittance Amount: With respect to any Distribution Date and the WMMSC Mortgage Loans, an amount equal to the funds that WMMSC withdrew from its Protected Account and remitted to the Trustee on the Servicer Remittance Date immediately preceding such Distribution Date in respect of any of the items listed in subclauses (i) thorough (viii) of Section 2.6(b) of the WMMSC Servicing Agreement.

WMMSC Mortgage Loans: The Mortgage Loans for which WMMSC is listed as “Originator” or “Servicer” on the Mortgage Loan Schedule.

WMMSC Purchase and Servicing Agreement: Solely with respect to the WMMSC Mortgage Loans, the Amended and Restated Mortgage Loan Purchase Agreement, dated as of November 1, 2002, between the Transferor, as purchaser, and WMMSC, as seller and servicer, as the same may be amended from time to time, and any memoranda of sale related to the WMMSC Mortgage Loans.

WMMSC Servicing Agreement: The Servicing Agreement, dated as of August 1, 2002, between the Transferor and WMMSC, as the same may be amended from time to time.

Section 1.02

Certain Calculations.

Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, all calculations of interest (other than as provided in the Mortgage Loan documents) provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Mortgage Loans.

(a)

The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund together with all rights assigned by the Transferor to the Depositor, pursuant to the Mortgage Loan Purchase Agreement, solely with respect to the Mortgage Loans, and, solely with respect to the Mortgage Loans, all of the Transferor’s right, title and interest in and to the Purchase and Servicing Agreements (other than any rights of the Depositor to indemnification by any Originator with respect to breaches of representations and warranties regarding the related Mortgage Loans made by such Originator therein, which indemnification provisions are set forth in: (i) with respect to Alliance Bancorp, Section 3.3 of the Alliance Bancorp Purchase and Servicing Agreement, (ii) with respect to Bank of America, Section 7.03 of the Bank of America Purchase and Servicing Agreement, (iii) with respect to Bank One, Section 7.01 of the Bank One Purchase and Servicing Agreement, (iv) with respect to Countrywide, Section 7.03 of the Countrywide Purchase and Servicing Agreement, (v) with respect to Xxxxxx, Section 7.03 of the Xxxxxx Purchase and Servicing Agreement, (vi) with respect to First Financial, Section 3.3 of the First Financial Purchase and Servicing Agreement, (vii) with respect to First Magnus, Section 3.3 of the First Magnus Purchase and Servicing Agreement, (viii) with respect to HSBC, Section 7.03 of the HSBC Purchase and Servicing Agreement, (ix) with respect to Mid America, Section 7.03 of the Mid America Purchase and Servicing Agreement, (x) with respect to Mortgage Store, Section 3.03 of the Mortgage Store Purchase and Servicing Agreement and Section 3.3 of the Mortgage Store (Xxxxx Fargo) Purchase and Servicing Agreement, (xi) with respect to National City, Section 9.01 of the National City Purchase and Servicing Agreement, (xii) with respect to Platinum Capital, Section 3.3 of the Platinum Capital Purchase and Servicing Agreement, (xiii) with respect to Plaza Home, Section 3.3 of the Plaza Home Purchase and Servicing Agreement, (xiv) with respect to Principal Residential, Section 3.3 of the Principal Residential Purchase and Servicing Agreement, with respect to SIB, (xv) with respect to Provident, Section 7.03 of the Provident Purchase and Servicing Agreement, (xvi) with respect to Sterling Capital, Section 3.03 of the Sterling Capital Purchase and Servicing Agreement, (xvii) with respect to SunTrust, Section 3.03 of the SunTrust Purchase and Servicing Agreement, (xviii) with respect to Wachovia, Section 3.3 of the Wachovia Purchase and Servicing Agreement, (xix) with respect to Xxxxxx, Section 5.01 of the Xxxxxx Purchase and Servicing Agreement, and (xx) with respect to WMMSC, Section 4.3 of the WMMSC Purchase and Servicing Agreement and which rights shall, in each case, be retained by the Depositor). In connection with the foregoing assignments, the Transferor has caused Bank of America, Bank One, Countrywide, Downey, First Financial, First Magnus, HSBC, Mid America, Mortgage Store, National City, Platinum Capital, Plaza Funding, Principal Residential, Provident, Sterling Capital, SunTrust, Wachovia, Xxxxxx and WMMSC to enter into the related Assignment Agreement. The Transferor has also caused each of GMACM and Xxxxx Fargo to enter into an Assignment Agreement related to their respective Purchase and Servicing Agreements, and WMMSC to enter into an Assignment Agreement related to the WMMSC Servicing Agreement.

(b)

In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Master Servicer, on behalf of the Trustee, for the benefit of the Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned:

(i)

the original Mortgage Note endorsed by manual or facsimile signature in blank in the following form: “Pay to the order of ___________ without recourse,” with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or, with respect to any Lost Mortgage Note, a lost note affidavit from the related Originator or the Transferor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note;

(ii)

except as provided below, the original recorded Mortgage or a copy of such Mortgage certified by the related Originator as being a true and complete copy of the Mortgage;

(iii)

a duly executed assignment of the Mortgage (which may be included in a blanket assignment or assignments), endorsed in the following form: “JPMorgan Chase Bank, in trust for the MASTR Asset Securitization Trust 2003-4 for the benefit of the Holders of the Mortgage Pass-Though Certificates, Series 2003-4” together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;

(iv)

the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and

(v)

except as provided below, the original or duplicate original lender’s title policy and all riders thereto.

Notwithstanding the foregoing, if any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. (“MERS”) or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall enforce the obligations of the applicable Servicer under its related Purchase and Servicing Agreement to cause the Trust to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

If in connection with any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage, (b) all interim recorded assignments or (c) the lender’s title policy (together with all riders thereto) satisfying the requirements of clause (ii), (iii) or (v) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office in the case of clause (ii) or (iii) above, or because the title policy has not been delivered to either the Master Servicer or the Depositor by the applicable title insurer in the case of clause (v) above, the Depositor shall promptly deliver to the Master Servicer, in the case of clause (ii) or (iii) above, such original Mortgage or such interim assignment, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, or a copy thereof, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage and each such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date, or, in the case of clause (v) above, no later than 120 days following the Closing Date; provided, however, in the event the Depositor is unable to deliver by such date each Mortgage and each such interim assignment by reason of the fact that any such documents have not been returned by the appropriate recording office, or, in the case of each such interim assignment, because the related Mortgage has not been returned by the appropriate recording office, the Depositor shall deliver such documents to the Master Servicer as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Depositor shall forward or cause to be forwarded to the Master Servicer (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor to the Master Servicer. In the event that the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan and the public recording office requires the presentation of a “lost instruments affidavit and indemnity” or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Master Servicer shall execute and deliver or cause to be executed and delivered such a document to the public recording office. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Transferor shall deliver to the Master Servicer a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage.

As promptly as practicable subsequent to such transfer and assignment, set forth in clause (a) above and in any event, within ninety (90) days thereafter, the Master Servicer shall affix the Trustee’s name to each assignment of Mortgage, as the assignee thereof, and, subject to Section 2.02, the Master Servicer shall enforce the obligations of the related Servicer pursuant to the related Servicing Agreement to (i) cause such assignment to be in proper form for recording in the appropriate public office for real property records and (ii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the related Servicer has not received the information required to prepare such assignment in recordable form, the related Servicer’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within ninety (90) days after receipt thereof and that the related Servicer need not cause to be recorded any assignment which relates to a Mortgage Loan (a) the Mortgaged Property and Mortgage File relating to which are located in California or (b) in any other jurisdiction under the laws of which an Opinion of Counsel has been delivered to the Trustee stating the recordation of such assignment is not necessary to protect the Trustee’s and the Certificateholders’ interest in the related Mortgage Loan.

In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Master Servicer on behalf of the Trustee, will deposit in the Collection Account the portion of such payment that is required to be deposited in the Collection Account pursuant to Section 3.07 hereof.

(c)

The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “MASTR Asset Securitization Trust 2003-4” and JPMorgan Chase Bank is hereby appointed as Trustee in accordance with the provisions of this Agreement.

Section 2.02

Acceptance by Trustee of the Mortgage Loans.

The Master Servicer, on behalf of the Trustee, acknowledges receipt of the documents identified in the Initial Certification and Interim Certification in the forms annexed hereto as Exhibit G and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and each of the Master Servicer and Trustee together declare that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Master Servicer acknowledges that it will maintain possession of the Mortgage Notes in the State of Minnesota, unless otherwise permitted by the Rating Agencies and the Trustee.

The Master Servicer agrees to execute and deliver on the Closing Date to the Depositor and the Trustee an Initial Certification in the form annexed hereto as Exhibit G. The Master Servicer agrees to execute and deliver within five (5) Business Days following the Closing Date to the Depositor and the Trustee an Interim Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification and Interim Certification, the Master Servicer acknowledges, subject to any applicable exceptions noted on Exhibit G, that such documents appear regular on their face and relate to such Mortgage Loan. The Master Servicer shall be under no duty or obligation to (i) inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face or (ii) determine whether the Mortgage File should include any of the documents specified in Section 2.01(b)(iv) unless the Mortgage Loan Schedule indicates that such documents are applicable.

Not later than 90 days after the Closing Date, the Master Servicer shall deliver to the Depositor, the Trustee and the Transferor a Final Certification in the form annexed hereto as Exhibit H, with any applicable exceptions noted thereon. The Master Servicer shall make available, upon request of any Certificateholder, a copy of any exceptions noted on the Initial Certification, the Interim Certification or the Final Certification. The Master Servicer shall make available, upon request of the Trustee, the identity of the Originator for any Mortgage Loan with a material exception.

If, in the course of such review, the Master Servicer finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Master Servicer shall list such as an exception in the Final Certification; provided, however, that the Master Servicer shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note, (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates or (iii) the Mortgage File should include any of the documents specified in Section 2.01(b)(iv) unless the Mortgage Loan Schedule indicates that such documents are applicable. The Trustee shall enforce the applicable duties of any Originator to correct and cure such document defects pursuant to the terms of the related Purchase and Servicing Agreements and if the related Originator fails to correct or cure the defect within a period of time specified in the related Purchase and Servicing Agreement and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Originator’s obligation pursuant to the related Purchase and Servicing Agreement or the Transferor’s obligations hereunder, to purchase such Mortgage Loan at the Purchase Price. Any such purchase of a Mortgage Loan shall not be effected prior to the delivery to the Master Servicer of a Request for Release substantially in the form of Exhibit M. The Purchase Price for any such Mortgage Loan shall be paid by the applicable Originator or the Transferor to the Master Servicer for deposit in the Collection Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit, the Master Servicer shall release the related Mortgage File such Originator and the Trustee shall execute and deliver at such Originator’s or the Transferor’s request such instruments of transfer or assignment prepared by the Originator, in each case without recourse, representation or warranty, as shall be necessary to vest in such Originator, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

The Master Servicer shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. Pursuant to the terms of the related Purchase and Servicing Agreement, the Master Servicer will cause each of the related Servicers to promptly deliver to it and thereupon will promptly deposit within each Mortgage File, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the possession of the related Servicers from time to time.

It is understood and agreed that the obligations of an Originator, pursuant to the applicable Purchase and Servicing Agreement, and the Transferor hereunder, to purchase any Mortgage Loan which does not meet the requirements of Section 2.01 above or substitute for the related Mortgage Loan an Eligible Substitute Mortgage Loan shall constitute the sole remedy respecting such defect available to the Trustee, the Master Servicer, the Depositor and any Certificateholder.

Section 2.03

Remedies for Breaches of Representations and Warranties.

The Transferor hereby makes the representations and warranties set forth in Schedule II hereto, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date.

Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the Transferor pursuant to this Section 2.03 or by an Originator under the related Purchase and Servicing Agreement that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. A breach which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, will be deemed automatically to materially and adversely affect the interests of the Certificateholders in such Mortgage Loan. Upon receiving notice of a breach, the Trustee shall in turn notify the applicable Originator or the Transferor, as applicable, of such breach. The Trustee and, in the case of clause (i) that follows, the Trustee and the Transferor, shall enforce the obligations of (i) the applicable Originator in accordance with the related Purchase and Servicing Agreement, to correct or cure any such breach of a representation or warranty made pursuant to the related Purchase and Servicing Agreement within the time period specified in the related Purchase and Servicing Agreement and (ii) the Transferor in accordance with this Section 2.03 to correct or cure any such breach of a representation or warranty made herein, and if the Originator or the Transferor, as applicable, fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Originator’s obligation, pursuant to the related Purchase and Servicing Agreement, or the Transferor’s obligations hereunder, as the case may be, to (i) purchase such Mortgage Loan at the Purchase Price or (ii) substitute for the related Mortgage Loan a Substitute Mortgage Loan, in each case, such Mortgage Loan (a “Deleted Mortgage Loan”) will be removed from the Trust Fund.

The Transferor hereby covenants that within sixty (60) days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made pursuant to this Section 2.03 which materially and adversely affects the interest of the Certificateholders in any Mortgage Loan it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such sixty (60) day period expires prior to the second anniversary of the Closing Date, remove such Deleted Mortgage Loan from the Trust Fund and substitute in its place an Eligible Substitute Mortgage Loan or Loans into the Trust Fund, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below. The Transferor shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing the remedies for such breach by the Transferor.

With respect to any Eligible Substitute Mortgage Loan or Loans, the Transferor shall deliver to the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Any substitution made by an Originator will be made in accordance with the terms of the related Purchase and Servicing Agreement which terms shall be enforced by the Trustee. No substitution is permitted to be made on any day in any calendar month after the Determination Date for such month.

With respect to substitutions made by the Transferor, Scheduled Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Transferor on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter the Transferor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Transferor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to this Section 2.03 with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Master Servicer shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Originator or the Transferor and shall execute and deliver or cause the Trustee to execute and deliver at Originator’s or Transferor’s direction such instruments of transfer or assignment prepared by the Originator or Transferor, in each case without recourse, representation or warranty, as shall be necessary to vest title in the Originator or Transferor, as applicable, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

For any month in which an Originator or the Transferor substitutes one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate Scheduled Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited in the Collection Account by the Transferor (or if such substitution is made by an Originator, the Master Servicer) on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that an Originator or the Transferor, as applicable, shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.07 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which such Originator or the Transferor became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit M hereto, the Master Servicer shall release the related Mortgage File held for the benefit of the Certificateholders to such Person, and the Trustee shall execute and deliver at such Person’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against such Persons respecting such matters available to Certificateholders, the Master Servicer, the Depositor or the Trustee on their behalf.

The provisions of this Section 2.03 shall survive the conveyance and assignment of the Mortgage Files to the Trustee and the delivery of the respective Mortgage Files to the Master Servicer for the benefit of the Trustee and the Certificateholders.

Section 2.04

Representations and Warranties of the Depositor as to the Mortgage Loans.

The Depositor hereby represents and warrants to the Trustee and the Master Servicer with respect to each Mortgage Loan as of the date hereof or such other date set forth herein that as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Transferor, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, liens, defenses or counterclaims.

It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Master Servicer. Upon discovery by the Depositor, the Transferor, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties set forth in this Section 2.04 (referred to herein as a “breach”), which breach materially and adversely affects the interest of the Certificateholders, the party discovering such breach shall give prompt written notice to the others and to each Rating Agency.

Section 2.05

[Reserved].

Section 2.06

Execution and Delivery of Certificates.

The Trustee acknowledges the transfer and assignment to it of the Trust Fund and acknowledges the issuance of the Subsidiary REMIC Regular Interests as described in the Preliminary Statement and the Class A-R Certificates in exchange therefor. The Trustee further acknowledges the transfer and assignment to it of the Subsidiary REMIC Regular Interests and, concurrently with such transfer and assignment, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and the Subsidiary REMIC Regular Interests and to exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Section 2.07

REMIC Matters.

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

Section 2.08

Covenants of the Master Servicer.

The Master Servicer hereby covenants to the Depositor and the Trustee as follows:

(a)

subject to Section 3.01, the Master Servicer shall cause each Servicer to perform its obligations under the applicable Purchase and Servicing Agreement; and

(b)

no written information, certificate of an officer, statement furnished in writing or written report delivered to the Depositor, any affiliate of the Depositor or the Trustee and prepared by the Master Servicer pursuant to this Agreement will contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, certificate, statement or report not misleading; provided, however, that the Master Servicer shall have no liability hereunder and shall be indemnified pursuant to Section 6.03 for any information with respect to the WMMSC Mortgage Loans included in any report provided hereunder.

Section 2.09

Representations and Warranties of the Master Servicer.

The Master Servicer hereby represents and warrants to the Depositor and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:

(a)

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

(b)

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

(c)

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

(d)

The Master Servicer or an affiliate thereof is an approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act.

(e)

No litigation is pending or threatened against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to master service the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms thereof.

(f)

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

ARTICLE III

ADMINISTRATION AND MASTER

SERVICING OF MORTGAGE LOANS

Section 3.01

Master Servicing of Mortgage Loans.

For and on behalf of the Certificateholders, the Master Servicer shall supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Purchase and Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. With respect to WMMSC, the WMMSC Mortgage Loans and the WMMSC Servicing Agreement, the obligations of the Master Servicer imposed in the preceding sentence shall be limited to: (i) collecting the monthly report provided by WMMSC under the WMMSC Servicing Agreement, (ii) enforcing WMMSC’s obligation to remit to the Trustee hereunder, (iii) receiving the annual compliance statements from WMMSC and (iv) complying with the provisions of Section 3.02(b) hereof and the WMMSC Servicing Agreement with respect to the termination of WMMSC. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement, subject to the prior two sentences, and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer (provided, however, the Master Servicer shall have no obligation to review or evaluate any reports, information and other data provided by WMMSC with respect to the WMMSC Mortgage Loans) and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the applicable Purchase and Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the statements specified in Section 4.04 and any other information and statements required hereunder; provided, however, that the Master Servicer shall be under no obligation to perform the duties outlined in this sentence with respect to WMMSC or the WMMSC Mortgage Loans other than collecting the mortgage loan information provided to the Master Servicer by WMMSC to enable the Master Servicer to prepare the statement required under Section 4.04. Other than with respect to WMMSC and the WMMSC Mortgage Loans, the Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Purchase and Servicing Agreements.

In accordance with the standards of the preceding paragraph and to the extent the related Servicer does not make such advance, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.07, and further as provided in Section 3.08. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Scheduled Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

Section 3.02

Monitoring of Servicers.

(a)

The Master Servicer shall be responsible for reporting to the Trustee and the Depositor the compliance by each Servicer with its duties under the related Purchase and Servicing Agreement. In the review of each Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to such Servicer’s compliance with the terms of its Purchase and Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Purchase and Servicing Agreement, or that a notice should be sent pursuant to such Purchase and Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate.

(b)

The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Servicer under the related Purchase and Servicing Agreement, and shall, in the event that a Servicer fails to perform its obligations in accordance with the related Purchase and Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of such Servicer thereunder and act as successor Servicer of the related Mortgage Loans or cause the Trustee to enter in to a new Purchase and Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Purchase and Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.

(c)

To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Purchase and Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the related Purchase and Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Collection Account.

(d)

The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Purchase and Servicing Agreement.

(e)

If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces.

(f)

If a Servicer fails to make its required payment of Compensating Interest on any Distribution Date, the Master Servicer will be required to make such payment of Compensating Interest to the same extent that such Servicer was required to make such payment of Compensating Interest.

Section 3.03

[Reserved].

Section 3.04

Rights of the Depositor and the Trustee in Respect of the Master Servicer.

The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder and in connection with any such defaulted obligation to exercise the related rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. Neither the Trustee nor the Depositor shall have any responsibility or liability for any action or failure to act by the Master Servicer nor shall the Trustee or the Depositor be obligated to supervise the performance of the Master Servicer hereunder or otherwise.

Section 3.05

Trustee to Act as Master Servicer.

In the event that the Master Servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee or its successor shall in accordance with Section 7.02 thereupon assume all of the rights and obligations of the Master Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement.

The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute subservicing agreement to the assuming party.

The Trustee or successor master servicer shall be entitled to be reimbursed from the Master Servicer for all costs associated with the transfer of master servicing from the Master Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or successor master servicer to master service the Mortgage Loans properly and effectively.

If the Master Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust and the Trustee shall be entitled to withdraw such reimbursement from amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iv); provided that the Master Servicer shall reimburse the Trust for any such expense incurred by the Trust.

Section 3.06

Protected Accounts.

(a)

The Master Servicer shall enforce the obligation of each Servicer to establish and maintain a Protected Account in accordance with the applicable Purchase and Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within 48 hours (or as of such other time specified in the related Purchase and Servicing Agreement) of receipt all collections of principal and interest on any Mortgage Loan and with respect to any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from the Servicer’s own funds (less servicing compensation as permitted by the applicable Purchase and Servicing Agreement in the case of any Servicer) and all other amounts to be deposited in the Protected Account. The Master Servicer is hereby authorized to make withdrawals from and deposits to the related Protected Account for purposes required or permitted by this Agreement.

(b)

In accordance with the terms of the applicable Purchase and Servicing Agreement, amounts on deposit in a Protected Account may be invested by the applicable Servicer in investments specified in such Purchase and Servicing Agreement. The income earned from investments made pursuant to this Section 3.06 shall be paid to the related Servicer under the applicable Purchase and Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the related Servicer. The related Servicer (to the extent provided in the Purchase and Servicing Agreement) shall deposit the amount of any such loss in the Protected Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

Section 3.07

Collection of Mortgage Loan Payments; Collection Account; Distribution Account.

(a)

The Master Servicer shall enforce the obligation of the Servicers to collect all payments called for under the terms and provisions of the Mortgage Loans to the extent such procedures shall be consistent with the applicable Purchase and Servicing Agreement and the terms and provisions of any related Required Insurance Policy.

(b)

The Master Servicer shall establish and maintain a Collection Account into which the Master Servicer shall deposit or cause to be deposited within two Business Days of receipt, except as otherwise specifically provided herein, the following payments and collections remitted by the Servicers or received by it in respect of Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest due on the Mortgage Loans on or before the Cut-off Date) and the following amounts required to be deposited hereunder:

(i)

all payments on account of principal on the Mortgage Loans, including Principal Prepayments;

(ii)

all payments on account of interest on the Mortgage Loans, net of the related Servicing Fee;

(iii)

all Liquidation Proceeds (including Insurance Proceeds), other than proceeds to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the applicable Servicers or Master Servicer’s normal servicing procedures;

(iv)

any amount required to be deposited by the Master Servicer pursuant to Section 3.07(e) in connection with any losses on Permitted Investments;

(v)

any amounts required to be deposited by the Master Servicer pursuant to Section 3.15(b), 3.15(d), and in respect of net monthly rental income from REO Property pursuant to Section 3.15 hereof;

(vi)

all Substitution Adjustment Amounts;

(vii)

all Advances made by the Master Servicer pursuant to Section 4.01;

(viii)

[Reserved];

(ix)

any Compensating Interest Payments;

(x)

any amounts deposited by the Master Servicer in connection with a deductible clause in any blanket hazard insurance policy in respect of the Mortgage Loans in such Group;

(xi)

all proceeds of a primary mortgage guaranty insurance policy in respect of the Mortgage Loans in such Group; and

(xii)

any other amounts required to be deposited hereunder.

In the event that the Master Servicer shall deposit into the Collection Account any amount not required to be deposited, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. The Master Servicer shall maintain adequate records with respect to all withdrawals made pursuant to this Section. All funds deposited in the Collection Account shall be held in trust for the Certificateholders until withdrawn in accordance with Section 3.10.

(c)

[Reserved].

(d)

The Trustee shall establish and maintain, on behalf of the Certificateholders, the Distribution Account. The Trustee shall, promptly upon receipt but no later than on the Distribution Account Deposit Date, deposit in the Distribution Account and retain therein the following:

(i)

the aggregate amount remitted by the Master Servicer to the Trustee pursuant to Section 3.10(a)(ix);

(ii)

any amount deposited by the Master Servicer pursuant to Section 3.07(e) in connection with any losses on Permitted Investments; and

(iii)

any other amounts described hereunder which are required to be deposited in the Distribution Account.

In the event that the Master Servicer shall remit any amount not required to be remitted, it may at any time direct the Trustee to withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering an Officer’s Certificate to the Trustee which describes the amounts deposited in error in the Distribution Account. All funds deposited in the Distribution Account shall be held by the Trustee in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.08. In no event shall the Trustee incur liability for withdrawals from the Distribution Account at the direction of the Master Servicer.

(e)

Each institution at which the Collection Account or Distribution Account is maintained shall invest the funds on deposit in the Collection Account or Distribution Account as directed in writing by the Master Servicer, in Permitted Investments. Funds invested in the Collection Account shall mature not later than the Business Day next preceding the related Servicer Remittance Date (except that if such Permitted Investment is an obligation of or is managed by the institution that maintains such account, then such Permitted Investment shall mature not later than such Servicer Remittance Date). The Trustee shall, as directed by the Master Servicer, either (i) hold funds on deposit in the Distribution Account uninvested in a trust or deposit account of the Trustee with no liability for interest or other compensation thereon, except as otherwise agreed in writing with the Master Servicer, or (ii) invest funds on deposit in the Distribution Account in Permitted Investments, which Permitted Investments shall mature not later than the Business Day next preceding the Distribution Date (except that if such Permitted Investment is an obligation of or is managed by the institution that maintains such fund or account, then such Permitted Investment shall mature not later than such Distribution Date). Permitted Investments in respect of the Collection Account or the Distribution Account shall not be sold or disposed of prior to their maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income and gain net of any losses realized from any such investment of funds on deposit in the Collection Account shall be for the benefit of the Master Servicer as master servicing compensation and shall be remitted to it monthly as provided herein. The amount of any realized losses in the Collection Account incurred in any such account in respect of any such investments shall promptly be deposited by the Master Servicer in the Collection Account or paid to the Trustee by wire transfer of immediately available funds for deposit into the Distribution Account. All income and gain (net of any losses realized from any such investment of funds on deposit in the Distribution Account and net of the WMMSC Investment Earnings Amount) shall be for the benefit of the Master Servicer as additional compensation and shall be remitted to it monthly as provided herein. The amount of any realized losses in the Distribution Account incurred in any such account in respect of any such investments shall promptly be deposited by the Master Servicer in the Distribution Account. The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Collection Account (except to the extent the Trustee is the obligor and has defaulted thereon) or the Distribution Account and made in accordance with this Section 3.07. In the absence of written instructions by the Master Servicer to invest funds held in the Collection Account or Distribution Account, all funds on deposit thereon shall remain uninvested.

(f)

The Master Servicer shall give notice to the Trustee, each Rating Agency and the Depositor of any proposed change of the location of the Collection Account prior to any change thereof. The Trustee shall give notice to the Master Servicer, each Rating Agency and the Depositor of any proposed change of the location of the Distribution Account prior to any change thereof.

Section 3.08

Collection of Taxes, Assessments and Similar Items; Escrow Accounts.

To the extent required by the related Purchase and Servicing Agreement and by the related Mortgage Note and not violative of current law, the Master Servicer shall require each Servicer to establish and maintain one or more accounts (each, an “Escrow Account”) and deposit and retain therein all collections from the Mortgagors (or advances by such Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Servicer to establish an Escrow Account in violation of applicable law.

Section 3.09

Access to Certain Documentation and Information Regarding the Mortgage Loans.

The Master Servicer shall afford and shall require the Servicers to afford the Depositor and the Trustee reasonable access to all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement or the Purchase and Servicing Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the Master Servicer or the applicable Servicer.

Upon reasonable advance notice in writing, the Master Servicer will provide or shall require the Servicers to provide to each Certificateholder which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in the Certificates; provided that the Master Servicer or the applicable Servicer shall be entitled to be reimbursed by each such Certificateholder for actual expenses incurred by the Master Servicer or the applicable Servicer in providing such reports and access.

Section 3.10

Permitted Withdrawals from the Collection Account and Distribution Account.

(a)

The Master Servicer may from time to time make withdrawals from the Collection Account for the following purposes:

(i)

to pay to the Servicers (to the extent not previously retained by them), the servicing compensation to which they are entitled pursuant to Section 3.19, and to pay to the Master Servicer, earnings on or investment income with respect to funds in or credited to the Collection Account;

(ii)

to reimburse the Servicers or the Master Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made;

(iii)

to reimburse the Servicers or the Master Servicer for any Nonrecoverable Advance previously made;

(iv)

to reimburse the Servicers or the Master Servicer for Insured Expenses from the related Insurance Proceeds;

(v)

to reimburse the Servicers or the Master Servicer for (a) unreimbursed Servicing Advances, the Servicers’ or the Master Servicer’s right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.15 hereof;

(vi)

to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02 or 2.03, all amounts received thereon after the date of such purchase;

(vii)

to reimburse the Transferor, the Master Servicer or the Depositor for expenses or indemnities incurred by any of them and reimbursable pursuant to Section 6.03 hereof;

(viii)

to withdraw any amount deposited in the Collection Account and not required to be deposited therein;

(ix)

on or prior to the Servicer Remittance Date, to withdraw an amount equal to the related Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 6 Available Funds, Group 7 Available Funds and Group 8 Available Funds for such Distribution Date and remit by wire transfer of immediately available funds such amount to the Trustee for deposit in the Distribution Account;

(x)

to reimburse the Master Servicer for any costs or expenses incurred by it and reimbursable pursuant to Section 3.02; and

(xi)

to clear and terminate the Collection Account upon termination of this Agreement pursuant to Section 9.01 hereof.

The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Collection Account pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an Officer’s Certificate of a Master Servicing Officer indicating the amount of any previous Advance determined by the Master Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance.

(b)

The Trustee shall withdraw funds from the Distribution Account for distributions to Certificateholders, in the manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 8.11). In addition, the Trustee may from time to time make withdrawals from the Distribution Account for the following purposes:

(i)

to pay to the Master Servicer earnings on or investment income, if any, with respect to funds in or credited to the Distribution Account;

(ii)

to withdraw and return to the Master Servicer any amount deposited in the Distribution Account and not required to be deposited therein;

(iii)

to withdraw any indemnity, expense or other reimbursement owed to it pursuant to this Agreement, including, without limitation, Section 3.05, Section 7.02 and Section 8.05; and

(iv)

to clear and terminate the Distribution Account upon termination of the Agreement pursuant to Section 9.01 hereof.

Section 3.11

Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies.

(a)

For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Purchase and Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Purchase and Servicing Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Purchase and Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

(b)

Pursuant to Sections 3.07 and 3.08, any amounts collected by the Master Servicer, or by any Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the applicable Purchase and Servicing Agreement) shall be deposited into the Collection Account, subject to withdrawal pursuant to Sections 3.07 and 3.08. Any cost incurred by the Master Servicer or any Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 3.07 and 3.08.

Section 3.12

Presentment of Claims and Collection of Proceeds.

The Master Servicer shall (to the extent provided in the applicable Purchase and Servicing Agreement) cause the related Servicer to, prepare and present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Collection Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).

Section 3.13

Maintenance of the Primary Insurance Policies.

(a)

The Master Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the applicable Purchase and Servicing Agreement) to take, any action that would result in noncoverage under any applicable Primary Insurance Policy of any loss which, but for the actions of such Master Servicer or Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause each Servicer (to the extent required under the related Purchase and Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the provisions of this Agreement and the related Purchase and Servicing Agreement, as applicable. The Master Servicer shall not, and shall not permit any Servicer (to the extent required under the related Purchase and Servicing Agreement) to, cancel or refuse to renew any such Primary Insurance Policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Purchase and Servicing Agreement, as applicable.

(b)

The Master Servicer agrees to present, or to cause each Servicer (to the extent required under the related Purchase and Servicing Agreement) to present, on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Sections 3.07 and 3.08, any amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Collection Account, subject to withdrawal pursuant to Sections 3.07 and 3.08.

Section 3.14

Realization Upon Defaulted Mortgage Loans.

The Master Servicer shall cause each Servicer (to the extent required under the related Purchase and Servicing Agreement) to foreclose upon, repossess or otherwise comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, all in accordance with the applicable Purchase and Servicing Agreement.

Section 3.15

REO Property.

(a)

In the event the Trust Fund acquires ownership of any REO Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to the extent provided in the applicable Purchase and Servicing Agreement, cause the applicable Servicer to sell any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the related Purchase and Servicing Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the Master Servicer shall cause the applicable Servicer to protect and conserve such REO Property in the manner and to the extent required by the applicable Purchase and Servicing Agreement, subject to the REMIC Provisions.

(b)

The Master Servicer shall, to the extent required by the related Purchase and Servicing Agreement, cause the applicable Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account.

(c)

The Master Servicer and the applicable Servicer, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Monthly Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided that any such unreimbursed Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

(d)

The Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the related Collection Account.

In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall enforce the obligation of the related Servicer to dispose of such Mortgaged Property prior to the close of the third calendar year after the year in which the Trust Fund acquires such Mortgaged Property unless the Servicer shall have applied for and received an extension of such period from the Internal Revenue Service, in which case the Trust Fund may continue to hold such Mortgaged Property for the period of such extension. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer or related Servicer, as applicable, has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

In the event of a default on a Mortgage Loan one or more of whose obligor is not a United States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the Master Servicer will cause the applicable Servicer to comply with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan.

Section 3.16

Due-on-Sale Clauses; Assumption Agreements.

To the extent provided in the applicable Purchase and Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable Purchase and Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the applicable Purchase and Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the applicable Purchase and Servicing Agreement.

Section 3.17

Trustee to Cooperate; Release of Mortgage Files.

Upon (i) the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes or (ii) otherwise in connection with the servicing of any Mortgage Loan, the Master Servicer will, upon receipt of notification from the related Servicer pursuant to the applicable Purchase and Servicing Agreement, release the related Mortgage File to the related Servicer. Upon notification, the Trustee shall at the Master Servicer’s direction execute and deliver to the Master Servicer the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage in each case provided by the Master Servicer, together with the Mortgage Note with written evidence of cancellation thereon. Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the related Mortgagor.

If the Master Servicer or any related Servicer at any time seeks to initiate a foreclosure proceeding in respect of any Mortgaged Property as authorized by this Agreement or the Purchase and Servicing Agreement, the Master Servicer or any related Servicer shall deliver or cause to be delivered to the Trustee, for signature, as appropriate, any court pleadings, requests for trustee’s sale or other documents necessary to effectuate such foreclosure or any legal action brought to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce any other remedies or rights provided by the Mortgage Note or the Mortgage or otherwise available at law or in equity.

Section 3.18

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

Notwithstanding any other provisions of this Agreement, the Master Servicer shall place within the Mortgage File and shall cause each Servicer to transmit to the Master Servicer as required by this Agreement and the related Purchase and Servicing Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or related Servicer from time to time and shall account fully to the Trustee for any funds received by the Master Servicer or related Servicer or which otherwise are collected by the Master Servicer or related Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer or related Servicer in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including but not limited to, any funds on deposit in the Collection Account or any Protected Account, shall be held by the Master Servicer or the related Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement and the related Purchase and Servicing Agreement. The Master Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the Collection Account, Distribution Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Master Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Master Servicer under this Agreement.

Section 3.19

Master Servicing Compensation.

As compensation for its activities hereunder, the Master Servicer shall be entitled to retain or withdraw from the Collection Account an amount equal to all investment income gained on amounts held in the Collection Account plus, with respect to the Xxxxx Fargo Serviced Mortgage Loans, an additional fee equal to (i) the Master Servicing Fee Rate multiplied by (ii) the Scheduled Principal Balance of the Xxxxx Fargo Serviced Mortgage Loans as of the Due Date in the month preceding the month in which the related Distribution Date occurs. The Trustee will remit to the Master Servicer all investment income earned on amounts held in the Distribution Account net of the WMMSC Investment Earnings Amount, if any, which the Trustee shall remit directly to WMMSC.

Section 3.20

Access to Certain Documentation.

The Master Servicer shall provide and cause each Servicer to provide in accordance with the related Purchase and Servicing Agreement to the OTS and the FDIC and to comparable regulatory authorities supervising Holders of Subordinate Certificates and the examiners and supervisory agents of the OTS, the FDIC and such other authorities, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices designated by the Master Servicer and the related Servicer. Nothing in this Section shall limit the obligation of the Master Servicer and the related Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer or the related Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section. In fulfilling such requests, the Master Servicer shall not be responsible to determine the sufficiency of such information.

Section 3.21

Annual Statement as to Compliance.

The Master Servicer shall deliver to the Depositor, each Rating Agency and the Trustee on or before March 15th of each year, commencing with March 15, 2004, an Officer’s Certificate, signed by two officers of the Master Servicer, stating, as to the signers thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of the performance of the Master Servicer under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

Section 3.22

Annual Independent Public Accountants’ Servicing Statement; Financial Statements.

On or before March 15th of each year, commencing with March 15, 2004, if the Master Servicer has, during the course of any fiscal year, directly serviced any Mortgage Loan, then at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to the Master Servicer, the Depositor, the Trustee or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that-such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans under pooling and servicing agreements substantially similar to this Agreement (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby) and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for Xxxxxx Xxx and Xxxxxxx Mac, such servicing has been conducted in compliance with such pooling and servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for Xxxxxx Mae and Xxxxxxx Mac requires it to report. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer’s expense, provided such statement is delivered by the Master Servicer to the Trustee.

Section 3.23

Errors and Omissions Insurance; Fidelity Bonds.

The Master Servicer shall for so long as it acts as Master Servicer under this Agreement, obtain and maintain in force (a) a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and (b) a fidelity bond in respect of its officers, employees and agents. Each such policy or policies shall be in such form and such amount generally acceptable for entities serving as master servicer. In the event that any such policy or bond ceases to be in effect, the Master Servicer shall obtain a comparable replacement policy or bond from an insurer or issuer, meeting the requirements set forth above as of the date of such replacement.

ARTICLE IV

DISTRIBUTIONS AND SERVICING ADVANCES

Section 4.01

Advances.

The Master Servicer shall deposit in the Distribution Account not later than the Distribution Account Deposit Date immediately preceding the related Distribution Date an Advance in an amount equal to the difference between (x) with respect to each Monthly Payment due on a Mortgage Loan that is delinquent (other than as a result of a Relief Act Reduction) and for which the related Servicer was required to make an Advance pursuant to the related Purchase and Servicing Agreement and (y) amounts deposited in the Collection Account (or, in the case of WMMSC, amounts deposited in the Distribution Account) to be used for Advances with respect to such Mortgage Loan, except to the extent the Master Servicer determines any such Advance to be a Nonrecoverable Advance. Subject to the foregoing, the Master Servicer shall continue to make such Advances for so long as the related Servicer is required to do so under the related Purchase and Servicing Agreement. If applicable, on the Distribution Account Deposit Date, the Master Servicer shall deliver an Officer’s Certificate to the Trustee stating that the Master Servicer elects not to make an Advance in a stated amount and detailing the reason(s) it deems the Advance to be a Nonrecoverable Advance. Any amounts deposited by the Master Servicer pursuant to this Section 4.01 shall be net of the Servicing Fee and the Master Servicing Fee, if applicable, for the related Mortgage Loans.

Section 4.02

Priorities of Distribution.

(a)

On each Distribution Date, the Trustee shall withdraw the Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 6 Available Funds, Group 7 Available Funds and Group 8 Available Funds (to the extent on deposit in the Distribution Account) from the Distribution Account and, pursuant to instruction received from the Master Servicer as set forth in Section 4.04(a), upon which it may conclusively rely, apply such funds, first to distributions in respect of the Subsidiary REMIC Regular Interests, as provided in Section 4.02(g), and then to distributions on the Certificates in the following order and priority and, in each case, to the extent of Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 6 Available Funds, Group 7 Available Funds and Group 8 Available Funds, subject to adjustment in accordance with Section 4.02(e):

(i)

With respect to the Group 1 Certificates from the Group 1 Available Funds; with respect to the Group 2 Certificates from the Group 2 Available Funds; with respect to the Group 3 Certificates from the Group 3 Available Funds; with respect to the Group 4 Certificates from the Group 4 Available Funds; with respect to the Group 5 Certificates from the Group 5 Available Funds; with respect to the Group 6 Certificates from the Group 6 Available Funds; with respect to the Group 7 Certificates from the Group 7 Available Funds; with respect to the Group 8 Certificates from the Group 8 Available Funds; with respect to the Class 15-A-X Certificates from the Group 2 Available Funds, Group 3 Available Funds and Group 8 Available Funds; with respect to the Class 30-A-X Certificates from the Group 1 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 6 Available Funds and Group 7 Available Funds; with respect to the Group B Subordinate Certificates from the Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds; and with respect to the Class PO Certificates from the Group 1 Available Funds, Group 5 Available Funds, Group 6 Available Funds, Group 7 Available Funds and Group 8 Available Funds, as follows:

first, concurrently,

(A)

to each interest-bearing Class of Group 1 Certificates and the Class 30-A-X Certificates, pro rata, an amount allocable to interest equal to the related Accrued Certificate Interest; provided, however, that for purposes of the distributions pursuant to this clause (A), the Accrued Certificate Interest for the Class 30-A-X Certificates shall be calculated solely on the basis of that portion of the Class 30-A-X Notional Amount attributable to the Group 1 Mortgage Loans;

(B)

to each interest-bearing Class and Component of Group 2 Certificates and the Class 15-A-X Certificates, pro rata, an amount allocable to interest equal to the related Accrued Certificate Interest; provided, however, that for purposes of the distributions pursuant to this clause (B), the Accrued Certificate Interest for the Class 15-A-X Certificates shall be calculated solely on the basis of that portion of the Class 15-A-X Notional Amount attributable to the Group 2 Mortgage Loans;

(C)

to each interest-bearing Class and Component of Group 3 Certificates and the Class 15-A-X Certificates, pro rata, an amount allocable to interest equal to the related Accrued Certificate Interest; provided, however, that for purposes of the distributions pursuant to this clause (C), the Accrued Certificate Interest for the Class 15-A-X Certificates shall be calculated solely on the basis of that portion of the Class 15-A-X Notional Amount attributable to the Group 3 Mortgage Loans;

(D)

to each interest-bearing Class of Group 4 Certificates and the Class 30-A-X Certificates, pro rata, an amount allocable to interest equal to the related Accrued Certificate Interest; provided, however, that for purposes of the distributions pursuant to this clause (D), the Accrued Certificate Interest for the Class 30-A-X Certificates shall be calculated solely on the basis of that portion of the Class 30-A-X Notional Amount attributable to the Group 4 Mortgage Loans;

(E)

to each interest-bearing Class of Group 5 Certificates and the Class 30-A-X Certificates, pro rata, an amount allocable to interest equal to the related Accrued Certificate Interest; provided, however, that for purposes of the distributions pursuant to this clause (E), the Accrued Certificate Interest for the Class 30-A-X Certificates shall be calculated solely on the basis of that portion of the Class 30-A-X Notional Amount attributable to the Group 5 Mortgage Loans;

(F)

to each interest-bearing Class of Group 6 Certificates and the Class 30-A-X Certificates, pro rata, an amount allocable to interest equal to the related Accrued Certificate Interest; provided, however, that for purposes of the distributions pursuant to this clause (F), the Accrued Certificate Interest for the Class 30-A-X Certificates shall be calculated solely on the basis of that portion of the Class 30-A-X Notional Amount attributable to the Group 6 Mortgage Loans; provided, further, that (1) prior to the Component 6-A-3-2 Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of interest (including any shortfalls) to Component 6-A-3-2 pursuant to this provision (the “Component 6-A-3-2 Accrual Amount”) will instead be distributed in reduction of the Class Principal Balances of certain Classes of Senior Certificates in accordance with this Section 4.02(a), (2) prior to the Component 6-A-3-4 Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of interest (including any shortfalls) to Component 6-A-3-4 pursuant to this provision (the “Component 6-A-3-4 Accrual Amount”) will instead be distributed in reduction of the Class Principal Balances of certain Classes of Senior Certificates in accordance with this Section 4.02(a), (3) prior to the Class 6-A-4 Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of interest (including any shortfalls) to the Class 6-A-4 Certificates pursuant to this provision (the “Class 6-A-4 Accrual Amount”) will instead be distributed in reduction of the Class Principal Balances and Component Balances of certain Classes of Senior Certificates and Components in accordance with this Section 4.02(a), (4) prior to the Class 6-A-13 Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of interest (including any shortfalls) to the Class 6-A-13 Certificates pursuant to this provision (the “Class 6-A-13 Accrual Amount”) will instead be distributed in reduction of the Class Principal Balances of certain Classes of Senior Certificates in accordance with this Section 4.02(a) and (5) prior to the Class 6-A-15 Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of interest (including any shortfalls) to the Class 6-A-15 Certificates pursuant to this provision (the “Class 6-A-15 Accrual Amount”) will instead be distributed in reduction of the Class Principal Balances of certain Classes of Senior Certificates in accordance with this Section 4.02(a);

(G)

to each interest-bearing Class of Group 7 Certificates and the Class 30-A-X Certificates, pro rata, an amount allocable to interest equal to the related Accrued Certificate Interest; provided, however, that for purposes of the distributions pursuant to this clause (G), the Accrued Certificate Interest for the Class 30-A-X Certificates shall be calculated solely on the basis of that portion of the Class 30-A-X Notional Amount attributable to the Group 7 Mortgage Loans; and

(H)

to each interest-bearing Class and Component of Group 8 Certificates and the Class 15-A-X Certificates, pro rata, an amount allocable to interest equal to the related Accrued Certificate Interest; provided, however, that for purposes of the distributions pursuant to this clause (H), the Accrued Certificate Interest for the Class 15-A-X Certificates shall be calculated solely on the basis of that portion of the Class 15-A-X Notional Amount attributable to the Group 8 Mortgage Loans;

in each case ((A), (B), (C), (D), (E), (F), (G) and (H) of this paragraph), any shortfall shall be allocated among such Classes in proportion to the amount of the Accrued Certificate Interest that would have been distributed in the absence of such shortfall; and

second, concurrently,

(A)

to the extent of remaining Group 1 Available Funds, to each Class of Group 1 Certificates and the Class PO Certificates, concurrently, as follows:

(1)

to the Class PO Certificates, an amount allocable to principal equal to the Group 1 PO Principal Distribution Amount, up to the outstanding Class Principal Balance of the Class PO Certificates; and

(2)

up to the amount of the Group 1 Optimal Principal Amount for such Distribution Date as follows:

(a)

first, to the Class A-R Certificates (in respect of the Class U-R Interest), until the Class Principal Balance of such Class has been reduced to zero; and

(b)

second, to the Class 1-A-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero.

(B)

to the extent of remaining Group 2 Available Funds, to each Class of Group 2 Certificates, on each Distribution Date prior to the related Cross-Over Date, up to the amount of the Group 2 Optimal Principal Amount for such Distribution Date, concurrently, as follows (provided, that, on each Distribution Date on or after the related Cross-Over Date, up to the amount of the Group 2 Optimal Principal Amount for such Distribution Date, will be distributed to each Class and Component of Group 2 Certificates, pro rata, according to Class Principal Balances and Component Balances, until their respective Class Principal Balances and Component Balances have been reduced to zero):

(1)

9.8978818434%, to the Class 2-A-1 Certificates, until its Class Principal Balance is reduced to zero;

(2)

70.1063971609%, sequentially, as follows:

(a)

first, to the Class 2-A-2 Certificates, until its Class Principal Balance is reduced to zero; and

(b)

second, to the Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, pro rata, according to Class Principal Balances, until their respective Class Principal Balances are reduced to zero.

(3)

5.9987162687%, to the Class 2-A-6 Certificates, until its Class Principal Balance is reduced to zero;

(4)

11.9974325374%, to the Class 2-A-7 Certificates, until its Class Principal Balance is reduced to zero;

(5)

0.9997862447%, to Component C-A-1-1, until the Component Balance of such Component is reduced to zero; and

(6)

0.9997859448%, to Component C-A-2-1, until the Component Balance of such Component is reduced to zero.

(C)

to the extent of remaining Group 3 Available Funds, to each Class and Component of Group 3 Certificates, on each Distribution Date, up to the amount of the Group 3 Optimal Principal Amount for such Distribution Date, will be distributed to each Class of Group 3 Certificates, pro rata, according to Class Principal Balances and Component Balances, until their respective Class Principal Balances and Component Balances have been reduced to zero.

(D)

to the extent of remaining Group 4 Available Funds, to each Class of Group 4 Certificates, on each Distribution Date prior to the related Cross-Over Date, up to the amount of the Group 4 Optimal Principal Amount for such Distribution Date, concurrently, as follows (provided, that, on each Distribution Date on or after the related Cross-Over Date, up to the amount of the Group 4 Optimal Principal Amount for such Distribution Date, will be distributed to each Class of Group 4 Certificates, pro rata, according to Class Principal Balances, until their respective Class Principal Balances have been reduced to zero):

(1)

69.9140193420%, to the Class 4-A-1 Certificates, until its Class Principal Balance is reduced to zero; and

(2)

30.0859806580%, sequentially, as follows:

(a)

first, to the Class 4-A-3 Certificates, the Class 4-A-3 Priority Principal Distribution Amount, until its Class Principal Balance is reduced to zero;

(b)

second, to the Class 4-A-2 Certificates, until its Class Principal Balance is reduced to zero; and

(c)

third, to the Class 4-A-3 Certificates, until its Class Principal Balance is reduced to zero.

(E)

to the extent of remaining Group 5 Available Funds, to each Class of Group 5 Certificates and the Class PO Certificates, as follows:

(1)

to the Class PO Certificates, an amount allocable to principal equal to the Group 5 PO Principal Distribution Amount, up to the outstanding Class Principal Balance of the Class PO Certificates; and

(2)

up to the amount of the Group 5 Optimal Principal Amount for such Distribution Date, to the Class 5-A-1 Certificates, until its Class Principal Balance is reduced to zero.

(F)

to the extent of remaining Group 6 Available Funds, to each Class of Group 6 Certificates and the Class PO Certificates, as follows:

(1)

to the Class PO Certificates, an amount allocable to principal equal to the Group 6 PO Principal Distribution Amount, up to the outstanding Class Principal Balance of the Class PO Certificates; and

(2)

on each Distribution Date prior to the related Cross-Over Date, up to the amount of the Group 6 Optimal Principal Amount for such Distribution Date, as follows (provided, that, on each Distribution Date on or after the related Cross-Over Date, up to the amount of the Group 6 Optimal Principal Amount for such Distribution Date, will be distributed to each Class of Group 6 Certificates, pro rata, according to Class Principal Balances, until their respective Class Principal Balances have been reduced to zero):

(a)

49.5367982812%, as follows:

(i)

first, to the Class 6-A-1 Certificates, until its Class Principal Balance has been reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule III;

(ii)

second, to Component 6-A-3-2, until its Component Balance is reduced to its Schedule Class Balance for such Distribution Date as set forth in Schedule III;

(iii)

third, to the Class 6-A-2 Certificates, until its Class Principal Balance is reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV;

(iv)

fourth, to Component 6-A-3-4, until its Component Balance is reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV;

(v)

fifth, to the Class 6-A-4 Certificates, until its Class Principal Balance is reduced to zero;

(vi)

sixth, to the Class 6-A-2 Certificates and Component 6-A-3-4, pro rata, based on Class Principal Balance and Component Balance, as applicable, without regard to their respective Scheduled Class Balances, until their respective Class Principal Balance and Component Balances are reduced to zero;

(vii)

seventh, to the Class 6-A-1 Certificates, without regard to its Scheduled Class Balance, until its Class Principal Balance is reduced to zero; and

(viii)

eighth, to Component 6-A-3-2, without regard to is Scheduled Class Balance, until its Component Balance is reduced to zero.

(b)

50.4632017188%, as follows:

(i)

first, to the Class 6-A-16 and Class 6-A-17 Certificates, pro rata, based on Class Principal Balances, the Group 6 Priority Principal Distribution Amount, until their respective Class Principal Balances are reduced to zero;

(ii)

second, concurrently, as follows:

(A)

49.7016516454%, as follows:

(1)

first, to the Class 6-A-8 Certificates, until its Class Principal Balance is reduced to zero; and

(2)

second, to the Class 6-A-9 Certificates, until its Class Principal Balance is reduced to zero.

(B)

21.0016013438%, as follows:

(1)

first, to the Class 6-A-10, Class 6-A-11, Class 6-A-12, Class 6-A-13 and Class 6-A-14 Certificates, until the aggregate Class Principal Balance of such Classes is reduced to their aggregate Scheduled Class Balance for such Distribution Date as set forth in Schedule IV, as follows:

(a)

first, to the Class 6-A-10 and Class 6-A-11 Certificates, pro rata, based on Class Principal Balances, until the Class Principal Balance of each such Class is reduced to its respective Scheduled Class Balance for such Distribution Date as set forth in Schedule III;

(b)

second, concurrently, as follows:

(i)

96.8224767957%, as follows:

(A)

first, to the Class 6-A-12 Certificates, until its Class Principal Balance is reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV;

(B)

second, to the Class 6-A-13 Certificates, until its Class Principal Balance is reduced to zero; and

(C)

third, to the Class 6-A-12 Certificates, without regard to its Scheduled Class Balance, until its Class Principal Balance is reduced to zero.

(ii)

3.1775232043%, to the Class 6-A-14 Certificates, until its Class Principal Balance is reduced to zero.

(c)

third, to the Class 6-A-10 and Class 6-A-11 Certificates, pro rata, based on Class Principal Balances, without regard to their Scheduled Class Balances, until their respective Class Principal Balances are reduced to zero.

(2)

second, to the Class 6-A-15 Certificates, until its Class Principal Balance is reduced to zero; and

(3)

third, to the Class 6-A-10, Class 6-A-11, Class 6-A-12, Class 6-A-13 and Class 6-A-14 Certificates, without regard to their aggregate Scheduled Class Balance, as follows:

(a)

(b)

second, concurrently, as follows:

(i)

96.8224767957%, as follows:

(A)

first, to the Class 6-A-12 Certificates, until its Class Principal Balance is reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV;

(B)

second, to the Class 6-A-13 Certificates, until its Class Principal Balance is reduced to zero; and

(C)

third, to the Class 6-A-12 Certificates, without regard to its Scheduled Class Balance, until its Class Principal Balance is reduced to zero;

(ii)

3.1775232043%, to the Class 6-A-14 Certificates, until its Class Principal Balance is reduced to zero.

(c)

(C)

29.0000000000%, as follows:

(1)

first, to the Class 6-A-5 and Class 6-A-7 Certificates, pro rata, based on Class Principal Balances, until their respective Class Principal Balances are reduced to zero; and

(2)

second, to the Class 6-A-9 Certificates, until its Class Principal Balance is reduced to zero.

(iii)

third, to the Class 6-A-16 and Class 6-A-17 Certificates, pro rata, based on Class Principal Balances, until their respective Class Principal Balances are reduced to zero.

(G)

to the extent of remaining Group 7 Available Funds, to each Class of Group 7 Certificates and the Class PO Certificates, as follows:

(1)

to the Class PO Certificates, an amount allocable to principal equal to the Group 7 PO Principal Distribution Amount, up to the outstanding Class Principal Balance of the Class PO Certificates; and

(2)

on each Distribution Date prior to the related Cross-Over Date, up to the amount of the Group 7 Optimal Principal Amount for such Distribution Date, sequentially, as follows (provided, that, on each Distribution Date on or after the related Cross-Over Date, up to the amount of the Group 7 Optimal Principal Amount for such Distribution Date, will be distributed to each Class of Group 7 Certificates, pro rata, according to Class Principal Balances, until their respective Class Principal Balances have been reduced to zero):

(a)

first, to the Class 7-A-1 Certificates, until its Class Principal Balance is reduced to zero; and

(b)

second, to the Class 7-A-2 Certificates, until its Class Principal Balance is reduced to zero.

(H)

to the extent of remaining Group 8 Available Funds, to each Class and Component of Group 8 Certificates and the Class PO Certificates, as follows:

(1)

to the Class PO Certificates, an amount allocable to principal equal to the Group 8 PO Principal Distribution Amount, up to the outstanding Class Principal Balance of the Class PO Certificates; and

(2)

on each Distribution Date prior to the related Cross-Over Date, up to the amount of the Group 8 Optimal Principal Amount for such Distribution Date, concurrently, as follows (provided, that, on each Distribution Date on or after the related Cross-Over Date, up to the amount of the Group 8 Optimal Principal Amount for such Distribution Date, will be distributed to each Class of Group 8 Certificates, pro rata, according to Class Principal Balances and Component Balances, until their respective Class Principal Balances and Component Balances have been reduced to zero):

(a)

69.0000000000%, to the Class 8-A-1 Certificates, until its Class Principal Balance is reduced to zero;

(b)

1.4837193689%, sequentially, as follows:

(i)

first, to the Class 8-A-2 Certificates, until its Class Principal Balance is reduced to zero; and

(ii)

second, to the Class 8-A-3 Certificates, until its Class Principal Balance is reduced to zero.

(c)

26.8546492111%, to the Class 8-A-4 Certificates, until its Class Principal Balance is reduced to zero; and

(d)

2.2378878818%, to Component C-A-2-2, until its Component Balance is reduced to zero.

(I)

to the Class PO Certificates, (i) from the remaining Group 1 Available Funds, the Group 1 PO Deferred Amount, (ii) from the remaining Group 5 Available Funds, the Group 5 PO Deferred Amount, (iii) from the remaining Group 6 Available Funds, the Group 6 PO Deferred Amount, (iv) from the remaining Group 7 Available Funds, the Group 7 PO Deferred Amount and (v) from the remaining Group 8 Available Funds, the Group 8 PO Deferred Amount;

provided, however, that any payments in respect of the Group PO Deferred Amounts shall not exceed the Aggregate Subordinate Optimal Principal Amount for such Distribution Date and shall be payable from the Aggregate Subordinate Optimal Principal Amount, first, from the amounts in clause (i) of the definition “Subordinate Optimal Principal Amount,” and second, from amounts in clause (ii) of the definition thereof and third, from amounts in clause (iii) of the definition thereof;

(ii)

to the Subordinate Certificates, subject to Section 4.02(e), in the following order of priority:

(A)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-1 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-1 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date;

(B)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-1 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-1 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero;

(C)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-2 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-2 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date;

(D)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-2 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-2 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero;

(E)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-3 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-3 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date;

(F)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-3 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-3 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero;

(G)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-4 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-4 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date;

(H)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-4 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-4 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero;

(I)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-5 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-5 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date;

(J)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-5 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-5 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero;

(K)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-6 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-6 Certificates, an amount allocable to interest equal to the Accrued Certificate Interest for such Class for such Distribution Date;

(L)

(i) from the remaining Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds, in the aggregate, to the Class B-6 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero and (ii) from the remaining Group 6 Available Funds, to the Class 6-B-6 Certificates, an amount allocable to principal equal to its Allocable Share for such Distribution Date until the Class Principal Balance of such Class is reduced to zero; and

(M)

to the Class A-R Certificate, in respect of the Class R-1, Class R-2 and Class R-3 Interest (as described in the Preliminary Statement) and Class A-UR Interest any remaining funds in each such interest’s respective REMIC.

On any Distribution Date, amounts distributed in respect of Group PO Deferred Amounts shall not reduce the Class Principal Balance of the Class PO Certificates.

On any Distribution Date, to the extent the Amount Available for Group 1 Principal is insufficient to make the full distribution required to be made pursuant to clause (i), priority second sub-clause (A) above, (x) the amount distributable on the Class PO Certificates in respect of principal pursuant to such clause (i), priority second sub-clause (A) above shall be equal to the product of (1) the Amount Available for Group 1 Principal and (2) a fraction, the numerator of which is the Group 1 PO Principal Distribution Amount and the denominator of which is the sum of the Group 1 PO Principal Distribution Amount and the Group 1 Optimal Principal Amount and (y) the amount distributable on the Group 1 Certificates in respect of principal shall be equal to the product of (1) the Amount Available for Group 1 Principal and (2) a fraction, the numerator of which is the Group 1 Optimal Principal Amount and the denominator of which is the sum of the Group 1 Optimal Principal Amount and the Group 1 PO Principal Distribution Amount.

On any Distribution Date, to the extent the Amount Available for Group 5 Principal is insufficient to make the full distribution required to be made pursuant to clause (i), priority second sub-clause (A) above, (x) the amount distributable on the Class PO Certificates in respect of principal pursuant to such clause (i), priority second sub-clause (E) above shall be equal to the product of (1) the Amount Available for Group 5 Principal and (2) a fraction, the numerator of which is the Group 5 PO Principal Distribution Amount and the denominator of which is the sum of the Group 5 PO Principal Distribution Amount and the Group 5 Optimal Principal Amount and (y) the amount distributable on the Group 5 Certificates in respect of principal shall be equal to the product of (1) the Amount Available for Group 5 Principal and (2) a fraction, the numerator of which is the Group 5 Optimal Principal Amount and the denominator of which is the sum of the Group 5 Optimal Principal Amount and the Group 5 PO Principal Distribution Amount.

On any Distribution Date, to the extent the Amount Available for Group 6 Principal is insufficient to make the full distribution required to be made pursuant to clause (i), priority second sub-clause (A) above, (x) the amount distributable on the Class PO Certificates in respect of principal pursuant to such clause (i), priority second sub-clause (F) above shall be equal to the product of (1) the Amount Available for Group 6 Principal and (2) a fraction, the numerator of which is the Group 6 PO Principal Distribution Amount and the denominator of which is the sum of the Group 6 PO Principal Distribution Amount and the Group 6 Optimal Principal Amount and (y) the amount distributable on the Group 6 Certificates in respect of principal shall be equal to the product of (1) the Amount Available for Group 6 Principal and (2) a fraction, the numerator of which is the Group 6 Optimal Principal Amount and the denominator of which is the sum of the Group 6 Optimal Principal Amount and the Group 6 PO Principal Distribution Amount.

On any Distribution Date, to the extent the Amount Available for Group 7 Principal is insufficient to make the full distribution required to be made pursuant to clause (i), priority second sub-clause (A) above, (x) the amount distributable on the Class PO Certificates in respect of principal pursuant to such clause (i), priority second sub-clause (G) above shall be equal to the product of (1) the Amount Available for Group 7 Principal and (2) a fraction, the numerator of which is the Group 7 PO Principal Distribution Amount and the denominator of which is the sum of the Group 7 PO Principal Distribution Amount and the Group 7 Optimal Principal Amount and (y) the amount distributable on the Group 7 Certificates in respect of principal shall be equal to the product of (1) the Amount Available for Group 7 Principal and (2) a fraction, the numerator of which is the Group 7 Optimal Principal Amount and the denominator of which is the sum of the Group 7 Optimal Principal Amount and the Group 7 PO Principal Distribution Amount.

On any Distribution Date, to the extent the Amount Available for Group 8 Principal is insufficient to make the full distribution required to be made pursuant to clause (i), priority second sub-clause (A) above, (x) the amount distributable on the Class PO Certificates in respect of principal pursuant to such clause (i), priority second sub-clause (H) above shall be equal to the product of (1) the Amount Available for Group 8 Principal and (2) a fraction, the numerator of which is the Group 8 PO Principal Distribution Amount and the denominator of which is the sum of the Group 8 PO Principal Distribution Amount and the Group 8 Optimal Principal Amount and (y) the amount distributable on the Group 8 Certificates in respect of principal shall be equal to the product of (1) the Amount Available for Group 8 Principal and (2) a fraction, the numerator of which is the Group 8 Optimal Principal Amount and the denominator of which is the sum of the Group 8 Optimal Principal Amount and the Group 8 PO Principal Distribution Amount.

On each Distribution Date prior to the Component 6-A-3-2 Accretion Termination Date, the Component 6-A-3-2 Accrual Amount will be added to the Component Balance of Component 6-A-3-2 (such amount to thereafter accrue interest at the applicable Pass-Through Rate).

On each Distribution Date occurring prior to the Component 6-A-3-2 Accretion Termination Date, the Component 6-A-3-2 Accrual Amount will be distributed, as principal, to the Class 6-A-1 Certificates, until the Class Principal Balance of such Class is reduced to zero, and then to Component 6-A-3-2 until the Component Balance of such Component has been reduced to zero.

On each Distribution Date prior to the Component 6-A-3-4 Accretion Termination Date, the Component 6-A-3-4 Accrual Amount will be added to the Component Balance of Component 6-A-3-4 (such amount to thereafter accrue interest at the applicable Pass-Through Rate).

On each Distribution Date occurring prior to the Component 6-A-3-4 Accretion Termination Date, the Component 6-A-3-4 Accrual Amount will be distributed, as principal, to the Class 6-A-2 Certificates, until the Class Principal Balance of such Class is reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV, and then to Component 6-A-3-4 until the Component Balance of such Component has been reduced to zero.

On each Distribution Date prior to the Class 6-A-4 Accretion Termination Date, the Class 6-A-4 Accrual Amount will be added to the Class Principal Balance of the Class 6-A-4 Certificates (such amount to thereafter accrue interest at the applicable Pass-Through Rate).

On each Distribution Date occurring prior to the Class 6-A-4 Accretion Termination Date, the Class 6-A-4 Accrual Amount will be distributed, as principal, as follows:

(A)

first, to the Class 6-A-2 Certificates, until its Class Principal Balance is reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV;

(B)

second, to Component 6-A-3-4, until its Component Balance is reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV; and

(C)

third, to the Class 6-A-4 Certificates, until its Class Principal Balance is reduced to zero.

On each Distribution Date prior to the Class 6-A-13 Accretion Termination Date, the Class 6-A-13 Accrual Amount will be added to the Class Principal Balance of the Class 6-A-13 Certificates (such amount to thereafter accrue interest at the applicable Pass-Through Rate).

On each Distribution Date occurring prior to the Class 6-A-13 Accretion Termination Date, the Class 6-A-13 Accrual Amount will be distributed, as principal, to the Class 6-A-12 Certificates, until the Class Principal Balance of such Class has been reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV, and then to the Class 6-A-13 Certificates until the Class Principal Balance of such Class has been reduced to zero.

On each Distribution Date prior to the Class 6-A-15 Accretion Termination Date, the Class 6-A-15 Accrual Amount will be added to the Class Principal Balance of the Class 6-A-15 Certificates (such amount to thereafter accrue interest at the applicable Pass-Through Rate).

On each Distribution Date occurring prior to the Class 6-A-15 Accretion Termination Date, the Class 6-A-15 Accrual Amount will be distributed, as principal, as follows:

(A)

(1)

(2)

second, concurrently, as follows:

(a)

96.8224767957%, as follows:

(i)

first, to the Class 6-A-12 Certificates, until its Class Principal Balance is reduced to its Scheduled Class Balance for such Distribution Date as set forth in Schedule IV;

(ii)

second, to the Class 6-A-13 Certificates, until its Class Principal Balance is reduced to zero; and

(iii)

third, to the Class 6-A-12 Certificates, without regard to its Scheduled Class Balance, until its Class Principal Balance is reduced to zero.

(b)

3.1775232043%, to the Class 6-A-14 Certificates, until its Class Principal Balance is reduced to zero.

(3)

third, to the Class 6-A-10 and Class 6-A-11 Certificates, pro rata, based on Class Principal Balance, without regard to their Scheduled Class Balances, until their respective Class Principal Balances are reduced to zero.

(B)

second, to the Class 6-A-15 Certificates, until its Class Principal Balance is reduced to zero.

(b)

(i) On each Distribution Date on or after the Cross-Over Date for Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8, notwithstanding the allocation and priority set forth in Section 4.02(a)(i) second (I), no distribution will be made on the Class PO Certificates in respect of any Group 1 PO Deferred Amounts, Group 5 PO Deferred Amounts, Group 7 PO Deferred Amounts or Group 8 PO Deferred Amounts.

(ii) On each Distribution Date on or after the Cross-Over Date for Group 6, notwithstanding the allocation and priority set forth in Section 4.02(a)(i) second (I), no distribution will be made on the Class PO Certificates in respect of any Group 6 PO Deferred Amounts.

(c)

On each Distribution Date, the amount referred to in clause (i) of the definition of Accrued Certificate Interest for each Class of Senior Certificates (other than the Principal Only Certificates) and Subordinate Certificates for such Distribution Date shall be reduced by (i) the related Class’s pro rata share of Net Prepayment Interest Shortfalls with respect to the Mortgage Loans in the related Loan Group or Loan Groups, based on such Class’s Accrued Certificate Interest for such Distribution Date without taking into account such Net Prepayment Interest Shortfalls and (ii) the related Class’s pro rata share of (A) after the related Special Hazard Coverage Termination Date with respect to each Mortgage Loan in the related Loan Group or Loan Groups, that became a Special Hazard Mortgage Loan during the calendar month preceding the month of such Distribution Date, the excess of one month’s interest at the related Net Mortgage Rate on the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the related Bankruptcy Coverage Termination Date with respect to each Mortgage Loan in the related Loan Group or Loan Groups that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Deficient Valuation, (C) each Relief Act Reduction incurred on a Mortgage Loan in the related Loan Group or Loan Groups, during the calendar month preceding the month of such Distribution Date and (D) after the related Fraud Loss Coverage Termination Date with respect to each Mortgage Loan in the related Loan Group or Loan Groups that became a Fraud Loan during the calendar month preceding the month of such Distribution Date, the excess of one month’s interest at the related Net Mortgage Rate on the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month. For purposes of calculating the reduction in the amount referred to in clause (i) of the definition of Accrued Certificate Interest for the Class 15-A-X or Class 30-A-X Certificates in respect of any Loan Group, such reduction shall be based on the amount of interest accruing on the portion of the Class 15-A-X Notional Amount or Class 30-A-X Notional Amount, as applicable, derived from such Loan Group. For purposes of calculating the reduction in the amount referred to in clause (i) of the definition of Accrued Certificate Interest for each Class of Group B Subordinate Certificates in respect of any Loan Group, such reduction shall be based upon the amount of interest accruing at 5.750% per annum, with respect to Group 1, 5.000% per annum, with respect to Group 2, Group 3 or Group 8, and 5.500% per annum, with respect to Group 4, Group 5, Group 6 or Group 7, on such Class’ proportionate share, based on Class Principal Balance, of the related Group Subordinate Amount for that Distribution Date.

(d)

[Reserved].

(e)

(i) Notwithstanding the priority and allocation contained in Section 4.02(a)(ii), if with respect to any Class of Group B Subordinate Certificates on any Distribution Date, such Class has not satisfied the related Class Prepayment Distribution Trigger, no distribution of amounts pursuant to clauses (ii) and (iii) of the definition of Subordinate Optimal Principal Amount will be made to any such Classes (the “Restricted Classes”) and the amount of such amounts pursuant to clauses (ii) and (iii) of the definition of Subordinate Optimal Principal Amount otherwise distributable to the Restricted Classes shall be distributed to any Classes of Group B Subordinate Certificates, which are not Restricted Classes, having lower numerical Class designations than such Class, pro rata based on their respective Class Principal Balances immediately prior to such Distribution Date. The calculation of any amount to be distributed under this Section 4.02(e)(i) shall be made by the Master Servicer.

(ii)

Notwithstanding the priority and allocation contained in Section 4.02(a)(ii), if with respect to any Class of Group 6 Subordinate Certificates on any Distribution Date, such Class has not satisfied the related Class Prepayment Distribution Trigger, no distribution of amounts pursuant to clauses (ii) and (iii) of the definition of Subordinate Optimal Principal Amount will be made to any such Classes (the “Restricted Classes”) and the amount of such amounts pursuant to clauses (ii) and (iii) of the definition of Subordinate Optimal Principal Amount otherwise distributable to the Restricted Classes shall be distributed to any Classes of Group 6 Subordinate Certificates, which are not Restricted Classes, having lower numerical Class designations than such Class, pro rata based on their respective Class Principal Balances immediately prior to such Distribution Date. The calculation of any amount to be distributed under this Section 4.02(e)(i) shall be made by the Master Servicer.

(f)

On each Distribution Date, after application of Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds in accordance with Section 4.02(a)(i) items first and second, the Trustee shall effect cross-collateralization among each of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 as follows:

(i)

To the extent any Accrued Certificate Interest with respect to any Class or Component of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 or Group 8 Certificates, or with respect to the Class 15-A-X or Class 30-A-X Certificates, remains unpaid after application of Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds in accordance with Section 4.02(a)(i) items first and second, Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds, Group 5 Available Funds, Group 7 Available Funds and Group 8 Available Funds remaining after payments on the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7, Group 8, Class 15-A-X and Class 30-A-X Certificates shall be applied to cover such unpaid Accrued Certificate Interest, and shall be applied pro rata based on the amounts of such unpaid Accrued Certificate Interest to the extent there are insufficient funds to pay such amounts in full.

(ii)

To the extent any Group PO Deferred Amount has not been paid from Group 1 Available Funds, Group 5 Available Funds, Group 7 Available Funds or Group 8 Available Funds, the available Subordinate Principal Distribution Amount for the Group B Subordinate Certificates shall be applied to pay any such Group PO Deferred Amount.

(iii)

If on any Distribution Date, one or more of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 or Group 8 is an Undercollateralized Group, the available Subordinate Principal Distribution Amount for the Group B Subordinate Certificates (after giving effect to amounts required to be paid in subclause (ii) above) shall be paid to each such Undercollateralized Group as principal to the Senior Certificates of each such Undercollateralized Group in accordance with the priorities set forth in Section 4.02(a)(i) until the aggregate Class Principal Balance and Component Balance of the Senior Certificates and Components of each such Undercollateralized Group equals the Pool Balance of the related Loan Group (net of the applicable PO Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan in such Loan Group). If more than one of such Certificate Groups is an Undercollateralized Group, the available Subordinate Principal Distribution Amount for the Group B Subordinate Certificates shall be distributed between such Undercollateralized Groups pro rata according to Group Pool Principal Balances.

(iv)

On or after the date on which the Class Principal Balances of any of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 or Group 8 have been reduced to zero, amounts otherwise distributable as principal on the Group B Subordinate Certificates, up to the applicable Apportioned Subordinate Principal Distribution Amount, shall be paid pro rata as principal to the remaining Senior Certificates and Components of such other Certificate Group or Certificate Groups (other than Group 6) in accordance with the priorities set forth in Section 4.02(a)(i), provided that on such Distribution Date (a) the Aggregate Subordinate Percentage for the Group B Subordinate Certificates for such Distribution Date is less than twice the initial Aggregate Subordinate Percentage or (b) the average outstanding principal balance of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 and Group 8 Mortgage Loans delinquent 60 days or more over the last six months as a percentage of the related Group Subordinate Amount is greater than or equal to 50%.

(v)

Any application of the Subordinate Principal Distribution Amount for the Group B Subordinate Certificates pursuant to the preceding paragraphs (ii), (iii) and (iv) will reduce distributions of such amount in reverse order of priority pursuant to the priorities set forth in Section 4.02(a)(ii).

(g)

On each Distribution Date, Group Available Funds for each Loan Group shall be applied to distributions on the Subsidiary REMIC 1 Regular Interests, in each case in an amount sufficient to make the distributions to the Subsidiary REMIC 2 Regular Interests, and on the Subsidiary REMIC 2 Regular Interests, in each case in an amount sufficient to make distributions to the Master REMIC.

Section 4.03

Allocation of Realized Losses.

(a)

On or prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, including Excess Losses and the allocation of such total amount as set forth below. Realized Losses occurring on the Mortgage Loans shall be allocated as follows:

(i)

the applicable PO Percentage of any Realized Loss, including any Excess Loss, shall be allocated to the Class PO Certificates in the case of a Realized Loss occurring on any Mortgage Loan in Loan Group 1, Loan Group 5, Loan Group 6, Loan Group 7 or Loan Group 8, until the Class Principal Balance of the Class PO Certificates is reduced to zero; and

(ii)

(A) the applicable Non-PO Percentage of any Realized Loss with respect to any Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 7 or Loan Group 8 (other than an Excess Loss) shall be allocated first to the Group B Subordinate Certificates in reverse order of their respective numerical Class designations (beginning with the Class of Group B Subordinate Certificates then outstanding with the highest numerical Class designation) until the respective Class Principal Balance of each such Class is reduced to zero, and second (1) with respect to such losses occurring with respect to Group 1 Mortgage Loans, to the Classes of Group 1 Certificates (not including the Interest Only Certificates), pro rata on the basis of their respective Class Principal Balances immediately prior to the related Distribution Date until the Class Principal Balance of each such Class has been reduced to zero; (2) with respect to such losses occurring with respect to Group 2 Mortgage Loans, to the Classes and Components of Group 2 Certificates (not including the Interest Only Certificates), pro rata on the basis of their respective Class Principal Balances or Component Balances, as applicable, immediately prior to the related Distribution Date until the Class Principal Balance or Component Balances, as applicable, of each such Class or Component has been reduced to zero; (3) with respect to such losses occurring with respect to Group 3 Mortgage Loans, to the Classes and Components of Group 3 Certificates (not including the related Interest Only Certificates), pro rata on the basis of their respective Class Principal Balances or Component Balance, as applicable, immediately prior to the related Distribution Date until the Class Principal Balance or Component Balance, as applicable, of each such Class or Component has been reduced to zero; (4) with respect to such losses occurring with respect to Group 4 Mortgage Loans, to the Classes of Group 4 Certificates (not including the Interest Only Certificates), pro rata on the basis of their respective Class Principal Balances immediately prior to the related Distribution Date until the Class Principal Balance of each such Class has been reduced to zero; (5) with respect to such losses occurring with respect to Group 5 Mortgage Loans, to the Classes of Group 5 Certificates (not including the related Interest Only Certificates), pro rata on the basis of their respective Class Principal Balances immediately prior to the related Distribution Date until the Class Principal Balance of each such Class has been reduced to zero; (6) with respect to such losses occurring with respect to Group 7 Mortgage Loans, to the Classes of Group 7 Certificates (not including the Interest Only Certificates), pro rata on the basis of their respective Class Principal Balances immediately prior to the related Distribution Date until the Class Principal Balance of each such Class has been reduced to zero; (7) with respect to such losses occurring with respect to Group 8 Mortgage Loans, to the Classes and Components of Group 8 Certificates (not including the Interest Only Certificates), pro rata on the basis of their respective Class Principal Balances and Component Balance, as applicable, immediately prior to the related Distribution Date until the Class Principal Balance or Component Balance, as applicable, of each such Class or Component has been reduced to zero; provided, however, that, after the related Cross-Over Date, (a) the losses allocable to the Class 2-A-4 Certificates, under this paragraph, will instead be allocated to the Class 2-A-5 Certificates until the Class Principal Balance of the Class 2-A-5 Certificates has been reduced to zero and (b) the losses allocable to the Class 4-A-2 Certificates, under this paragraph, will instead be allocated to the Class 4-A-3 Certificates until the Class Principal Balance of the Class 4-A-3 Certificates has been reduced to zero;

(B) the applicable Non-PO Percentage of any Realized Loss with respect to any Group 6 Mortgage Loan (other than an Excess Loss) shall be allocated first to the Group 6 Subordinate Certificates in reverse order of their respective numerical Class designations (beginning with the Class of Group 6 Subordinate Certificates then outstanding with the highest numerical Class designation) until the respective Class Principal Balance of each such Class is reduced to zero, and second, to the Classes of Group 6 Certificates (not including the Interest Only Certificates), pro rata on the basis of their respective Class Principal Balances immediately prior to the related Distribution Date until the Class Principal Balance of each such Class has been reduced to zero; provided, however, that, after the related Cross-Over Date, (a) the losses allocable to the Class 6-A-12 Certificates, under this paragraph, will instead be allocated to the Class 6-A-14 Certificates until the Class Principal Balance of the Class 6-A-14 Certificates has been reduced to zero and (b) the losses allocable to the Class 6-A-3 and Class 6-A-16 Certificates, under this paragraph, will instead be allocated to the Class 6-A-17 Certificates until the Class Principal Balance of the Class 6-A-17 Certificates has been reduced to zero; and

(iii)

(A) the applicable Non-PO Percentage of any Excess Losses occurring on any Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 7 or Loan Group 8 shall be allocated among (1) the Group 1 Certificates, in the case of an Excess Loss on a Group 1 Mortgage Loan; the Group 2 Certificates, in the case of an Excess Loss on a Group 2 Mortgage Loan; the Group 3 Certificates, in the case of an Excess Loss on a Group 3 Mortgage Loan; the Group 4 Certificates, in the case of an Excess Loss on a Group 4 Mortgage Loan; the Group 5 Certificates, in the case of an Excess Loss on a Group 5 Mortgage Loan; the Group 7 Certificates, in the case of an Excess Loss on a Group 7 Mortgage Loan; and the Group 8 Certificates, in the case of an Excess Loss on a Group 8 Mortgage Loan (other than, in each case, the related Interest Only Certificates of such Certificate Group) and (2) each Class of Group B Subordinate Certificates, pro rata based upon their respective Class Principal Balances or Component Balances or, in the case of the Group B Subordinate Certificates their pro-rata portion of the Group Subordinate Amount for the Loan Group which incurred the Excess Loss (based on their respective Class Principal Balances) after giving effect to distributions of principal on such Distribution Date.

(B) the applicable Non-PO Percentage of any Excess Losses occurring on any Group 6 Mortgage Loan shall be allocated among (1) the Group 6 Certificates (other than the related Interest Only Certificates of such Certificate Group) and (2) each Class of Group 6 Subordinate Certificates, pro rata based upon their respective Class Principal Balances.

(b)

(A) The Class Principal Balance of the Class of Group B Subordinate Certificates then outstanding with the highest numerical Class designation shall be reduced on each Distribution Date by the sum of (i) the amount of any payments on the Class PO Certificates in respect of any Group 1 PO Deferred Amounts, Group 5 PO Deferred Amounts, Group 7 PO Deferred Amounts and Group 8 PO Deferred Amounts and (ii) the amount, if any, by which the aggregate of the Class Principal Balances of all outstanding Classes of Group 1, Group 2, Group 3, Group 4, Group 5, Group 7, Group 8 and Group B Subordinate Certificates (after giving effect to the distribution of principal and the allocation of Realized Losses with respect to Mortgage Loans in Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 7 and Loan Group 8 on such Distribution Date) exceeds the Aggregate Group B Pool Principal Balance for the following Distribution Date, less any Deficient Valuations related to Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 or Group 8 occurring before the related Bankruptcy Loss Coverage Amount has been reduced to zero and less the PO Percentage of any Discount Mortgage Loans in Loan Group 1, Loan Group 5, Loan Group 7 and Loan Group 8.

(B) The Class Principal Balance of the Class of Group 6-B Subordinate Certificates then outstanding with the highest numerical Class designation shall be reduced on each Distribution Date by the sum of (i) the amount of any payments on the Class PO Certificates in respect of any Group 6 PO Deferred Amounts and (ii) the amount, if any, by which the aggregate of the Class Principal Balances of all outstanding Classes of Group 6 Senior and Group 6 Subordinate Certificates (after giving effect to the distribution of principal and the allocation of Realized Losses with respect to Group 6 Mortgage Loans on such Distribution Date) exceeds the Group 6 Pool Principal Balance for the following Distribution Date, less any Deficient Valuations related to Group 6 occurring before the related Bankruptcy Loss Coverage Amount has been reduced to zero and less the PO Percentage of any Discount Mortgage Loans in Loan Group 6.

(c)

Any allocation of Realized Losses to a Certificate or any reduction in the Certificate Principal Balance of a Certificate, pursuant to Section 4.03(a) or (b) above shall be accomplished by reducing the Certificate Principal Balance thereof, as applicable, immediately following the distributions made on the related Distribution Date in accordance with the definition of “Certificate Principal Balance” herein; provided that (A) no Realized Loss with respect any Loan Group shall be allocated to reduce the Certificate Principal Balance or Component Balance of a Group 1, Group 2, Group 3, Group 4, Group 5, Group 7 or Group 8 Certificate to the extent that such allocation would reduce the aggregate Certificate Principal Balance and Component Balance of all of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 7, Group 8 and Group B Subordinate Certificates to an amount less than the Aggregate Group B Pool Principal Balance for the following Distribution Date minus any related Deficient Valuations occurring before the related Bankruptcy Loss Coverage Termination Date and minus the PO Percentage of any Discount Mortgage Loans in Loan Group 1, Loan Group 5, Loan Group 7 and Loan Group 8 and (B) no Realized Loss with respect any Loan Group shall be allocated to reduce the Certificate Principal Balance of a Group 6 Senior Certificate to the extent that such allocation would reduce the aggregate Certificate Principal Balance of all of the Group 6 Senior and Group 6 Subordinate Certificates to an amount less than the Group 6 Pool Principal Balance for the following Distribution Date minus any related Deficient Valuations occurring before the related Bankruptcy Loss Coverage Termination Date and minus the PO Percentage of any Discount Mortgage Loans in Loan Group 6 and (such limitation, the “Loss Allocation Limitation”).

Section 4.04

Distribution Date Statements to Certificateholders.

(a)

Not later than two Business Days prior to each Distribution Date, the Master Servicer shall prepare and make available to the Trustee and not later than each Distribution Date, the Master Servicer shall make available to each Certificateholder, the Depositor and any other interested parties a statement based in part on information provided by each Servicer setting forth the following information with respect to the related distribution (in the case of information furnished pursuant to (i), (ii) and (vii) below, the amounts shall be expressed as a dollar amount per minimum denomination Certificate, such minimum denominations being as set forth in the Preliminary Statement):

(i)

the amount thereof allocable to principal, separately identifying the aggregate amount of any Principal Prepayments and Liquidation Proceeds included therein;

(ii)

the amount thereof allocable to interest, any unpaid Class Interest Shortfall included in such distribution and any remaining unpaid Class Interest Shortfall after giving effect to such distribution;

(iii)

if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall and the allocation thereof as between principal and interest;

(iv)

the Component Balance of each Component, the Certificate Principal Balance as a dollar amount per minimum denomination Certificate and the Class Principal Balance or Notional Amount of each Class of Certificates, after giving effect to the distribution of principal on such Distribution Date;

(v)

the Group Pool Principal Balance for each Loan Group on such Distribution Date;

(vi)

the Senior Percentage and Subordinate Percentage;

(vii)

the amount of the Servicing Fees and Master Servicing Fees with respect to such Distribution Date;

(viii)

the Pass-Through Rate for each such Class of Certificates with respect to such Distribution Date;

(ix)

the amount of Advances included in the distribution on such Distribution Date and the aggregate amount of Advances outstanding as of the close of business on such Distribution Date;

(x)

the number and aggregate principal amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days and (B) in foreclosure and delinquent (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days, as of the close of business on the last day of the calendar month preceding such Distribution Date;

(xi)

with respect to any Mortgage Loan that became an REO Property during the preceding calendar month, the loan number and Scheduled Principal Balance of such Mortgage Loan as of the close of business on the last Business Day of the calendar month preceding such Distribution Date and the date of acquisition thereof;

(xii)

the total number and principal balance of any REO Properties (and market value, if available) as of the close of business on the last Business Day of the calendar month preceding such Distribution Date;

(xiii)

the Senior Prepayment Percentage;

(xiv)

the aggregate amount of Realized Losses incurred during the preceding calendar month; and

(xv)

each Special Hazard Loss Coverage Amount, each Fraud Loss Coverage Amount and each Bankruptcy Loss Coverage Amount, in each case as of the related Determination Date.

(b)

The Master Servicer’s responsibility for disbursing the above information to the Trustee, Depositor, Certificateholders and other interested parties is limited to the availability, timeliness and the accuracy of the information provided by each Servicer. The Master Servicer will make a copy of each statement provided pursuant to this Section 4.04 (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders and other interested parties, and other parties to this Agreement via the Master Servicer’s internet website located at “xxx.xxxxxxx.xxx”. Assistance in using the internet website can be obtained by calling the Master Servicer’s customer service desk at (000) 000-0000. Parties that are unable to use the above distribution method are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Master Servicer shall have the right to change the way the Distribution Date Statement is distributed in order to make such distribution more convenient and/or more accessible and the Master Servicer shall provide timely and adequate notification to the Certificateholders and the parties to this Agreement regarding any such changes.

The Master Servicer shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).

To the extent that the Trustee receives any statement required to be provided to it by the Master Servicer pursuant to Section 4.04(a), the Trustee will make a copy of such statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders and other interested parties, and other parties to this Agreement via the Trustee’s internet website located at “xxx.xxxxxxxx.xxx/xxxxxx”. Assistance in using the internet website can be obtained by calling the Trustee’s customer service desk at (000) 000-0000.

As a condition to access the Master Servicer’s internet website or the Trustee’s internet website, the Master Servicer and the Trustee may require registration and the acceptance of a disclaimer. Neither the Master Servicer nor the Trustee will be liable for the dissemination of information in accordance with this Agreement.

(c)

Within a reasonable period of time after the end of each calendar year, based solely upon, and to the extent of, information provided to it by the Master Servicer pursuant to Section 4.04(a), the Trustee shall cause to be furnished upon request to each Person who at any time during the calendar year was a Certificateholder, a statement containing the information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of this Section 4.04 aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Trustee pursuant to any requirements of the Code as from time to time in effect.

Section 4.05

Determination of LIBOR.

On each LIBOR Determination Date for a Class of LIBOR Certificates, the Master Servicer shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers’ Association (“BBA”) “Interest Settlement Rate” for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such LIBOR Determination Date. As used herein, “Telerate page 3750” means the display designated as page 3750 on the Bridge Telerate Service.

If on any LIBOR Determination Date for a Class of LIBOR Certificates, the Master Servicer is unable to determine LIBOR on the basis of the method set forth in the preceding paragraph, LIBOR for the applicable Distribution Date will be whichever is higher of (x) LIBOR as determined on the previous LIBOR Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The “Reserve Interest Rate” will be the rate per annum which the Master Servicer determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of the one-month U.S. Dollar lending rates that New York City banks selected by the Master Servicer are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Master Servicer can determine no such arithmetic mean, the lowest one-month U.S. Dollar lending rate that the New York City banks selected by the Master Servicer are quoting on such LIBOR Determination Date to leading European banks.

If on any LIBOR Determination Date for a Class of LIBOR Certificates, the Master Servicer is required but is unable to determine the Reserve Interest Rate in the manner provided in the preceding paragraph, LIBOR for the applicable Distribution Date will be LIBOR as determined on the previous LIBOR Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate.

The establishment of LIBOR by the Master Servicer and the Master Servicer’s subsequent calculation of the rates of interest applicable to each of the LIBOR Certificates in the absence of manifest error, will be final and binding. After a LIBOR Determination Date, the Master Servicer shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Certificate Owners or Holders of LIBOR Certificates who place a telephone call to the Master Servicer at (000) 000-0000 and make a request therefor.

ARTICLE V

THE CERTIFICATES

Section 5.01

The Certificates.

The Certificates shall be substantially in the forms attached hereto as Exhibits A though F. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement.

Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) an Interest Only Certificate, (B) 100% of the Class Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register.

The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof.

The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

Section 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates.

(a)

The Trustee shall maintain, or cause to be maintained in accordance with the provisions of Section 5.06 hereof, a Certificate Register for the Trust Fund in which, subject to the provisions of subsections (b) and (c) below and to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Trustee shall execute and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class and aggregate Percentage Interest.

At the option of a Certificateholder, Certificates may be exchanged for other Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency of the Trustee. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, authenticate, and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the holder thereof or his attorney duly authorized in writing.

No service charge to the Certificateholders shall be made for any registration of transfer or exchange of Certificates, but payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates may be required.

All Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee in accordance with the Trustee’s customary procedures.

(b)

No transfer of a Private Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee (other than the Depositor or an affiliate of the Depositor) shall each certify to the Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit J (the “Transferor Certificate”) and (i) deliver a letter in substantially the form of either Exhibit K (the “Investment Letter”) or Exhibit L (the “Rule 144A Letter”) or (ii) there shall be delivered to the Trustee at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Trustee and the Master Servicer shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor, to the extent in its possession, such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of an ERISA-Restricted Certificate shall be made (other than to the Depositor or an affiliate of the Depositor) unless the Trustee shall have received in accordance with Exhibit K or Exhibit L (in the event such Certificate is a Private Certificate) or paragraph 13 of Exhibit I (in the event such Certificate is a Residual Certificate), in form and substance satisfactory to such Trustee (i) a representation that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting for, on behalf of or with the assets of, any such plan or arrangement, (ii) in the case of an ERISA-Restricted Certificate which is the subject of an ERISA-Qualifying Underwriting, if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund, addressed to the Trustee to the effect that the purchase or holding of such ERISA-Restricted Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Transferor or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement. For purposes of the preceding sentence, with respect to an ERISA-Restricted Certificate that is not a Private Certificate, in the event the representation letter referred to in the preceding sentence is not so furnished, such representation shall be deemed to have been made to the Trustee by the transferee’s (including an initial acquirer’s) acceptance of the ERISA-Restricted Certificates. Notwithstanding anything else to the contrary herein, (a) any purported transfer of an ERISA-Restricted Certificate, to or on behalf of an employee benefit plan subject to ERISA or the Code in violation of the above restrictions shall be void an

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MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., Depositor UBS WARBURG REAL ESTATE SECURITIES INC., Transferor WELLS FARGO BANK MINNESOTA, N.A., Master Servicer and JPMORGAN CHASE BANK, Trustee POOLING AND SERVICING AGREEMENT