CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1,...

CITIGROUP MORTGAGE LOAN TRUST INC.

Depositor

CITIMORTGAGE, INC.

Master Servicer and Trust Administrator

CITIBANK, N.A.

Paying Agent, Certificate Registrar and Authenticating Agent

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

_________________________________________

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

_________________________________________

Asset-Backed Pass-Through Certificates

Series 2005-WF2

TABLE OF CONTENTS

Section

ARTICLE I

DEFINITIONS

SECTION 1.01	Defined Terms.
SECTION 1.02	Allocation of Certain Interest Shortfalls.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01	Conveyance of Mortgage Loans.
SECTION 2.02	Acceptance of the Trust Fund by the Trustee.
SECTION 2.03	Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor.
SECTION 2.04	Reserved.
SECTION 2.05	Representations, Warranties and Covenants of the Master Servicer.
SECTION 2.06	Issuance of the Certificates.
SECTION 2.07	Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

SECTION 3.01	Master Servicer to Act as Master Servicer.
SECTION 3.02	Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.
SECTION 3.03	Successor Sub-Servicers.
SECTION 3.04	Liability of the Master Servicer.
SECTION 3.05	No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateholders.
SECTION 3.06	Assumption or Termination of Sub-Servicing Agreements by Trustee.
SECTION 3.07	Collection of Certain Mortgage Loan Payments.
SECTION 3.08	Sub-Servicing Accounts.
SECTION 3.09	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
SECTION 3.10	Collection Account and Distribution Account.
SECTION 3.11	Withdrawals from the Collection Account and Distribution Account.
SECTION 3.12	Investment of Funds in the Collection Account and the Distribution Account.
SECTION 3.13	Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder.

SECTION 3.14	Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
SECTION 3.15	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
SECTION 3.16	Realization Upon Defaulted Mortgage Loans.
SECTION 3.17	Trustee to Cooperate; Release of Mortgage Files.
SECTION 3.18	Servicing Compensation.
SECTION 3.19	Reports to the Trust Administrator; Collection Account Statements.
SECTION 3.20	Statement as to Compliance.
SECTION 3.21	Independent Public Accountants’ Servicing Report.
SECTION 3.22	Access to Certain Documentation.
SECTION 3.23	Title, Management and Disposition of REO Property.
SECTION 3.24	Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.
SECTION 3.25	Obligations of the Master Servicer in Respect of Monthly Payments.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01	Distributions
SECTION 4.02	Statements to Certificateholders.
SECTION 4.03	Remittance Reports; P&I Advances.
SECTION 4.04	Allocation of Extraordinary Trust Fund Expenses and Realized Losses.
SECTION 4.05	Compliance with Withholding Requirements.
SECTION 4.06	Net WAC Rate Carryover Reserve Account.
SECTION 4.07	Commission Reporting.
SECTION 4.08	The Policy

ARTICLE V

THE CERTIFICATES

SECTION 5.01	The Certificates.
SECTION 5.02	Registration of Transfer and Exchange of Certificates.
SECTION 5.03	Mutilated, Destroyed, Lost or Stolen Certificates.
SECTION 5.04	Persons Deemed Owners.
SECTION 5.05	Certain Available Information.

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01	Liability of the Depositor and the Master Servicer.
SECTION 6.02	Merger or Consolidation of the Depositor or the Master Servicer.

SECTION 6.03	Limitation on Liability of the Depositor, the Master Servicer and Others.
SECTION 6.04	Limitation on Resignation of the Master Servicer.
SECTION 6.05	Rights of the Depositor in Respect of the Master Servicer.
SECTION 6.06	Duties of the Credit Risk Manager.
SECTION 6.07	Limitation Upon Liability of the Credit Risk Manager.
SECTION 6.08	Removal of the Credit Risk Manager.

ARTICLE VII

DEFAULT

SECTION 7.01	Master Servicer Events of Default.
SECTION 7.02	Trustee to Act; Appointment of Successor.
SECTION 7.03	Notification to Certificateholders.
SECTION 7.04	Waiver of Master Servicer Events of Default.

ARTICLE VIII

CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT

SECTION 8.01	Duties of Trustee, Trust Administrator and Others.
SECTION 8.02	Certain Matters Affecting the Trustee, the Trust Administrator and Others.
SECTION 8.03	Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage Loans.
SECTION 8.04	Trustee, Trust Administrator and Others May Own Certificates.
SECTION 8.05	Trustee’s, Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate Registrar’s and Custodians’ Fees and Expenses.
SECTION 8.06	Eligibility Requirements for Trustee and Trust Administrator.
SECTION 8.07	Resignation and Removal of the Trustee and the Trust Administrator.
SECTION 8.08	Successor Trustee or Trust Administrator.
SECTION 8.09	Merger or Consolidation of Trustee or Trust Administrator.
SECTION 8.10	Appointment of Co-Trustee or Separate Trustee.
SECTION 8.11	[intentionally omitted]
SECTION 8.12	Appointment of Office or Agency.
SECTION 8.13	Representations and Warranties.
SECTION 8.14	Appointment and Removal of Paying Agent, Authenticating Agent and Certificate Registrar.
SECTION 8.15	No Trustee Liability for Actions or Inactions of Custodians.

ARTICLE IX

TERMINATION

SECTION 9.01

Termination Upon Repurchase or Liquidation of the Mortgage Loans.

SECTION 9.02

Additional Termination Requirements.

ARTICLE X

REMIC PROVISIONS

SECTION 10.01	REMIC Administration.
SECTION 10.02	Prohibited Transactions and Activities.
SECTION 10.03	Master Servicer and Trust Administrator Indemnification.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01	Amendment.
SECTION 11.02	Recordation of Agreement; Counterparts.
SECTION 11.03	Limitation on Rights of Certificateholders.
SECTION 11.04	Governing Law.
SECTION 11.05	Notices.
SECTION 11.06	Severability of Provisions.
SECTION 11.07	Notice to Rating Agencies.
SECTION 11.08	Article and Section References.
SECTION 11.09	Grant of Security Interest.
SECTION 11.10	Rights of the Certificate Insurer.

Exhibits

Exhibit A-1	Form of Class AF Certificate
Exhibit A-2	Form of Class AV Certificate
Exhibit A-3	Form of Group I Mezzanine Certificate
Exhibit A-4	Form of Group II Mezzanine Certificate
Exhibit A-5	Form of Class CE Certificate
Exhibit A-6	Form of Class P Certificate
Exhibit A-7	Form of Class R Certificate
Exhibit A-8	Form of Class R-X Certificate
Exhibit B	Form of Policy
Exhibit C	[Reserved]
Exhibit D	Form of Mortgage Loan Purchase Agreement
Exhibit E	Request for Release
Exhibit F-1	Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2	Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates

Exhibit G	Form of Certification with respect to ERISA and the Code
Exhibit H	Form of Master Servicer Certification
Exhibit I	Form of Cap Contract

Schedule 1	Mortgage Loan Schedule
Schedule 2	Prepayment Charge Schedule

This Pooling and Servicing Agreement, is dated and effective as of September 1, 2005, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement.

REMIC I-A

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets (other than any related Servicer Prepayment Charge Payment Amounts, the Group I Net WAC Rate Carryover Reserve Account and the Class AF-1 Cap Contract) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-A.” The Class R-IA Interest will be the sole class of “residual interests” in REMIC IA for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated.

Designation	REMIC I-A Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
I-LTAA	(2)	$	574,633,050.19	August 2035
I-LTAF1	(2)	$	1,043,980.00	August 2035
I-LTAF2	(2)	$	1,043,980.00	August 2035
I-LTAF3	(2)	$	257,040.00	August 2035
I-LTAF4	(2)	$	1,346,670.00	August 2035
I-LTAF5	(2)	$	531,950.00	August 2035
I-LTAF6A	(2)	$	152,940.00	August 2035
I-LTAF6B	(2)	$	525,990.00	August 2035
I-LTAF7	(2)	$	544,730.00	August 2035
I-LTM1	(2)	$	155,390.00	August 2035
I-LTM2	(2)	$	117,270.00	August 2035
I-LTM3	(2)	$	85,020.00	August 2035
I-LTM4	(2)	$	29,320.00	August 2035
I-LTM5	(2)	$	29,320.00	August 2035
I-LTZZ	(2)	$	5,863,605.11	August 0000
X-XXX	(2)	$	100.00	August 2035

_______________

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

⁽²⁾	Calculated in accordance with the definition of “REMIC I-A Remittance Rate” herein.

REMIC I-B

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC I-A Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-B.” The Class R-IB Interest will evidence the sole class of “residual interests” in REMIC I-B for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates.

Designation	Pass-Through Rate	Initial Aggregate Certificate Principal Balance		Latest Possible Maturity Date⁽¹⁾
Class AF-1	Variable⁽²⁾	$	104,398,000.00	August 2035
Class AF-2	4.922% per annum⁽³⁾	$	104,398,000.00	August 2035
Class AF-3	4.871% per annum⁽³⁾	$	25,704,000.00	August 2035
Class AF-4	4.964% per annum⁽³⁾	$	134,667,000.00	August 2035
Class AF-5	5.350% per annum⁽³⁾	$	53,195,000.00	August 2035
Class AF-6A	5.629% per annum⁽³⁾	$	15,294,000.00	August 2035
Class AF-6B	5.550% per annum⁽³⁾	$	52,599,000.00	August 2035
Class AF-7	5.249% per annum⁽³⁾	$	54,473,000.00	August 2035
Class MF-1	5.517% per annum⁽³⁾	$	15,539,000.00	August 2035
Class MF-2	5.666% per annum⁽³⁾	$	11,727,000.00	August 2035
Class MF-3	6.111% per annum⁽³⁾	$	8,502,000.00	August 2035
Class MF-4	6.250% per annum⁽³⁾	$	2,932,000.00	August 2035
Class MF-5	6.250% per annum⁽³⁾	$	2,932,000.00	August 2035
Class CE-1 Interest	Variable⁽⁴⁾	$	255.30	August 2035
Class P-1 Interest	N/A⁽⁵⁾	$	100.00	August 2035

_______________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

⁽²⁾	Calculated in accordance with the definition of “Pass-Through Rate” herein.

⁽³⁾	The pass-through rate on this Class of Certificates is subject to rate cap in accordance with the definition of “Pass-Through Rate” herein.

⁽⁴⁾

The Class CE-1 Interest will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class CE-1 Interests outstanding from time to time which shall equal the aggregate Uncertificated Balance of the REMIC I-A Regular Interests (other than REMIC I-A Regular Interest I-LTP). The Class CE-1 Interest will not accrue interest on its Certificate Principal Balance.

⁽⁵⁾	The Class P-1 Interest will not accrue interest.

REMIC I-C

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Class CE-1 Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-C.” The Class R-IC Interest will evidence the sole class of “residual interests” in REMIC I-C for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates.

Designation

Pass-Through Rate

Initial Aggregate Certificate Principal Balance

Latest Possible
Maturity Date⁽¹⁾

Class CE-1 Certificates

Variable⁽²⁾

255.30

August 2035

_______________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class CE-1 Certificates.

⁽²⁾	The Class CE-1 Certificates will receive 100% of amounts received in respect of the Class CE-1 Interest.

REMIC I-D

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Class P-1 Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-D.” The Class R-ID Interest will evidence the sole class of “residual interests” in REMIC I-D for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates.

Designation

Pass-Through Rate

Initial Aggregate Certificate Principal Balance

Latest Possible
Maturity Date⁽¹⁾

Class P-1 Certificates

Variable⁽²⁾

100.00

August 2035

_______________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class P-1 Certificates.

⁽²⁾	The Class P-1 Certificates will receive 100% of amounts received in respect of the Class P-1 Interest.

REMIC II-A

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets (other than any related Servicer Prepayment Charge Payment Amounts, the Group II Net WAC Rate Carryover Reserve Account, the Class AV Cap Contract and the Group II Mezzanine Cap Contract) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-A.” The Class R-IIA Interest will be the sole class of “residual interests” in REMIC IIA for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC II-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II-A Regular Interests (as defined herein). None of the REMIC II-A Regular Interests will be certificated.

Designation	REMIC II-A Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
II-LTAA	(2)	$	248,371,070.06	August 2035
II-LTAV1	(2)	$	1,212,400.00	August 2035
II-LTAV2	(2)	$	910,900.00	August 2035
II-LTAV3	(2)	$	142,450.00	August 2035
II-LTMV1	(2)	$	76,030.00	August 2035
II-LTMV2	(2)	$	65,890.00	August 2035
II-LTMV3	(2)	$	38,020.00	August 2035
II-LTMV4	(2)	$	25,340.00	August 2035
II-LTMV5	(2)	$	25,350.00	August 2035
II-LTMV6	(2)	$	22,810.00	August 2035
II-LTMV7	(2)	$	15,200.00	August 2035
II-LTZZ	(2)	$	2,534,407.35	August 2035
II-LTP	(2)	$	100.00	August 2035

_______________

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

⁽²⁾	Calculated in accordance with the definition of “REMIC II-A Remittance Rate” herein.

REMIC II-B

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II-A Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-B.” The Class R-IIB Interest will evidence the sole class of “residual interests” in REMIC II-B for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates.

Designation	Pass-Through Rate	Initial Aggregate Certificate Principal Balance		Latest Possible Maturity Date⁽¹⁾
Class AV-1	Variable⁽²⁾	$	121,240,000.00	August 2035
Class AV-2	Variable⁽²⁾	$	91,090,000.00	August 2035
Class AV-3	Variable⁽²⁾	$	14,245,000.00	August 2035
Class MV-1	Variable⁽²⁾	$	7,603,000.00	August 2035
Class MV-2	Variable⁽²⁾	$	6,589,000.00	August 2035
Class MV-3	Variable⁽²⁾	$	3,802,000.00	August 2035
Class MV-4	Variable⁽²⁾	$	2,534,000.00	August 2035
Class MV-5	Variable⁽²⁾	$	2,535,000.00	August 2035
Class MV-6	Variable⁽²⁾	$	2,281,000.00	August 2035
Class MV-7	Variable⁽²⁾	$	1,520,000.00	August 2035
Class CE-2	Variable⁽³⁾	$	867.41	August 2035
Class P-2	N/A⁽⁴⁾	$	100.00	August 2035

_______________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group II Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

⁽²⁾	Calculated in accordance with the definition of “Pass-Through Rate” herein.

⁽³⁾

The Class CE-2 Interest will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class CE-2 Interest outstanding from time to time which shall equal the aggregate Uncertificated Balance of the REMIC II-A Regular Interests (other than REMIC II-A Regular Interest I-LTP). The Class CE-2 Interest will not accrue interest on its Certificate Principal Balance.

⁽⁴⁾	The Class P-2 Interest will not accrue interest.

REMIC II-C

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Class CE-2 Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-C.” The Class R-IIC Interest will evidence the sole class of “residual interests” in REMIC I-C for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates.

Designation

Pass-Through Rate

Initial Aggregate Certificate Principal Balance

Latest Possible
Maturity Date⁽¹⁾

Class CE-2 Certificates

Variable⁽²⁾

867.41

August 2035

_______________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group II Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class CE-2 Certificates.

⁽²⁾	The Class CE-2 Certificates will receive 100% of amounts received in respect of the Class CE-2 Interest.

REMIC II-D

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Class P-2 Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-D.” The Class R-IID Interest will evidence the sole class of “residual interests” in REMIC II-D for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates.

Designation

Pass-Through Rate

Initial Aggregate Certificate Principal Balance

Latest Possible
Maturity Date⁽¹⁾

Class P-2 Certificates

Variable⁽²⁾

100.00

August 2035

_______________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group II Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class P-2 Certificates.

⁽²⁾	The Class P-2 Certificates will receive 100% of amounts received in respect of the Class P-2 Interest.

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01

Defined Terms.

Whenever used in this Agreement, including, without limitation, in the Preliminary Statement hereto, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.

“Administration Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the applicable Administration Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month.

“Administration Fee Rate”: 0.0025% per annum.

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

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

“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage.

“Available Distribution Amount”: The Group I Available Distribution Amount and the Group II Available Distribution Amount.

“Authenticating Agent”: Citibank, or its successor in interest, or any successor authenticating agent appointed as herein provided.

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

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

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee. Initially, the Book-Entry Certificates will be the Class A Certificates and the Mezzanine Certificates.

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

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

“Cap Amount”: The Cap Amount for each Class of Group II Certificates is equal to (i) the aggregate amount received by the Trust from the related Cap Contract multiplied by (ii) a fraction equal to (a) the Certificate Principal Balance of such Class immediately prior to the applicable Distribution Date divided by (b) the aggregate Certificate Principal Balance of the Certificates related to such Cap Contract, immediately prior to the applicable Distribution Date.

“Cap Contract”: Collectively, the Class AF-1 Cap Contract, the Class AV Cap Contract and the Group II Mezzanine Cap Contract.

“Certificate Insurer”: Financial Guaranty Insurance Company, a New York stock insurance corporation, and any successors thereto.

“Certificate Insurer Default”: The existence and continuance of any of the following: (a) a failure by the Certificate Insurer to make a payment required under the Policy in accordance with its terms; or (b)(i) the Certificate Insurer (A) files any petition or commences any case or proceeding under any provision or chapter of the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes a general assignment for the benefit of its creditors, or (C) has an order for relief entered against it under the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable; or (ii) a court of competent jurisdiction, the New York insurance department or other competent regulatory authority enters a final and nonappealable order, judgment or decree (A) appointing a custodian, trustee, agent or receiver for the Certificate Insurer or for all or any material portion of its property or (B) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Certificate Insurer (or the taking of possession of all or any material portion of the property of the Certificate Insurer).

“Certificate Insurer Premium”: The Policy premium payable pursuant to Section 4.01(a) hereof for each Distribution Date in an amount equal to the Certificate Insurer Premium Rate accrued for one month, on the basis of a 360-day year consisting of twelve 30-day months, on the Certificate Principal Balance of the Class AF-6B Certificates immediately prior to such Distribution Date.

“Certificate Insurer Premium Rate”: 0.0800% per annum.

“Cash-out Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.

“Certificate”: Any one of the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 2005-WF2, issued under this Agreement.

“Certificate Factor”: With respect to any Class of Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Certificate Principal Balance (or the Notional Amount, in the case of the related Class CE Certificates) of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses and Extraordinary Trust Fund Expenses in reduction of the Certificate Principal Balance (or the Notional Amount, in the case of the related Class CE Certificates) of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance (or the Notional Amount, in the case of the related Class CE Certificates) of such Class of Certificates as of the Closing Date.

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the Trust Administrator may conclusively rely upon a certificate of the Depositor or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the Trust Administrator shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

“Certificate Margin”: With respect to the Floating Rate Certificates and for purposes of the Group I Marker Rate, Group II Marker Rate, the Group I Maximum I-LTZZ Uncertificated Interest Deferral Amount and the Group II Maximum I-LTZZ Uncertificated Interest Deferral Amount, the specified REMIC I-A Regular Interest or REMIC II-A Regular Interest as follows:

Class	REMIC I-A or REMIC II-A Regular Interest	Certificate Margin
		⁽¹⁾	⁽²⁾
AF-1	I-LTAF1	0.140%	0.280%
AV-1	II-LTAV1	0.110%	0.220%
AV-2	II-LTAV2	0.240%	0.480%
AV-3	II-LTAV3	0.400%	0.800%

MV-1	II-LTMV1	0.430%	0.645%
MV-2	II-LTMV2	0.450%	0.675%
MV-3	II-LTMV3	0.630%	0.945%
MV-4	II-LTMV4	0.700%	1.050%
MV-5	II-LTMV5	1.120%	1.680%
MV-6	II-LTMV6	1.250%	1.875%
MV-7	II-LTMV7	2.000%	3.000%

__________

	(1)	For each Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date.
	(2)	For each other Interest Accrual Period.

“Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.

“Certificate Principal Balance”: With respect to each Class A Certificate, Mezzanine Certificate or Class P Certificate as of any date of determination, the Certificate Principal Balance of such Certificate on the Distribution Date immediately prior to such date of determination plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01, minus all distributions allocable to principal made thereon (including, in the case of the Class AF-6B Certificates, by any principal amounts paid by the Certificate Insurer under the Policy in respect of Deficiency Amounts as defined in clause (ii) or clause (iii) of the definition thereof) and, in the case of the Mezzanine Certificates, Realized Losses allocated thereto on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the first Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof). With respect to the Class CE Certificates as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates then outstanding.

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

“Certificate Registrar”: Citibank, or its successor in interest, or any successor certificate registrar appointed as herein provided.

“Citibank”: Citibank, N.A.

“Class”: Collectively, all of the Certificates bearing the same class designation.

“Class A Certificates”: Any Class AF Certificates or Class AV Certificates.

“Class AF Certificates”: Any Class AF-1 Certificates, Class AF-2 Certificates, Class AF-3 Certificates, Class AF-4 Certificates, Class AF-5 Certificates, Class AF-6A Certificates, Class AF-6B Certificates or Class AF-7 Certificates.

“Class AF-1 Certificates”: Any one of the Class AF-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class AF-2 Certificates”: Any one of the Class AF-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class AF-3 Certificates”: Any one of the Class AF-3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class AF-4 Certificates”: Any one of the Class AF-4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class AF-5 Certificates”: Any one of the Class AF-5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class AF-6 Certificates”: Any Class AF-6A Certificates or Class AF-6B Certificates.

“Class AF-6A Certificates”: Any one of the Class AF-6A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class AF-6B Certificates”: Any one of the Class AF-6B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class AF-7 Certificates”: Any one of the Class AF-7 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class AF Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the aggregate Certificate Principal Balance of the Class AF Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) approximately 85.00% and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of

principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group I Overcollateralization Floor Amount.

“Class AV Cap Contract”: The cap contract between the Trustee on behalf of the Trust and the counterparty thereunder for the benefit of the Holders of the Class AV Certificates in the form attached hereto as Exhibit I.

“Class AV-1 Certificates”: Any one of the Class AV-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class AV-2 Certificates”: Any one of the Class AV-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class AV-3 Certificates”: Any one of the Class AV-3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class AV Certificates”: Any Class AV-1 Certificates, Class AV-2 Certificates or Class AV-3 Certificates.

“Class AV Principal Distribution Amount”: With respect to any Distribution Date on or after the Group II Stepdown Date and on which a Group II Trigger Event is not in effect, the excess of (x) the aggregate Certificate Principal Balance of the Class AV Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) approximately 78.10% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group II Overcollateralization Floor Amount.

“Class CE Certificate”: Any Class CE-1 Certificate or Class CE-2 Certificate.

“Class CE-1 Certificate”: Any one of the Class CE-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the

form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC I-C for purposes of the REMIC Provisions.

“Class CE-1 Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class CE-1 Certificates, evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class CE-2 Certificate”: Any one of the Class CE-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class CE-2 Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class CE-2 Certificates, evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class MF-1 Certificate”: Any one of the Class MF-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class MF-1 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AF Certificates (after taking into account the distribution of the Class AF Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class MF-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 90.30% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group I Overcollateralization Floor Amount.

“Class MF-2 Certificate”: Any one of the Class MF-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class MF-2 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AF Certificates (after taking into account the distribution of the Class AF Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MF-1 Certificates (after taking into account the distribution of the Class MF-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class MF-2

Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 94.30% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group I Overcollateralization Floor Amount.

“Class MF-3 Certificate”: Any one of the Class MF-3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class MF-3 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AF Certificates (after taking into account the distribution of the Class AF Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MF-1 Certificates (after taking into account the distribution of the Class MF-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class MF-2 Certificates (after taking into account the distribution of the Class MF-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class MF-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 97.20% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group I Overcollateralization Floor Amount.

“Class MF-4 Certificate”: Any one of the Class MF-4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class MF-4 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AF Certificates (after taking into account the distribution of the Class AF Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MF-1 Certificates (after taking into account the distribution of the Class MF-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class MF-2 Certificates (after taking into account the distribution of the Class MF-2 Principal Distribution

Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class MF-3 Certificates (after taking into account the distribution of the Class MF-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class MF-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 98.20% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group I Overcollateralization Floor Amount.

“Class MF-5 Certificate”: Any one of the Class MF-5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class MF-5 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AF Certificates (after taking into account the distribution of the Class AF Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MF-1 Certificates (after taking into account the distribution of the Class MF-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class MF-2 Certificates (after taking into account the distribution of the Class MF-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class MF-3 Certificates (after taking into account the distribution of the Class MF-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class MF-4 Certificates (after taking into account the distribution of the Class MF-4 Principal Distribution Amount on such Distribution Date), and (vi) the Certificate Principal Balance of the Class MF-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 99.20% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group I Overcollateralization Floor Amount.

“Class MF Principal Distribution Amount”: The Class MF-1 Principal Distribution Amount, the Class MF-2 Principal Distribution Amount, the Class MF-3 Principal Distribution Amount, the Class MF-4 Principal Distribution Amount and the Class MF-5 Principal Distribution Amount, as the context requires.

“Class MV-1 Certificate”: Any one of the Class MV-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class MV-1 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AV Certificates (after taking into account the distribution of the Class AV Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class MV-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 84.10% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group II Overcollateralization Floor Amount.

“Class MV-2 Certificate”: Any one of the Class MV-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class MV-2 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AV Certificates (after taking into account the distribution of the Class AV Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MV-1 Certificates (after taking into account the distribution of the Class MV-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class MV-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 89.30% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group II Overcollateralization Floor Amount.

“Class MV-3 Certificate”: Any one of the Class MV-3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class MV-3 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AV Certificates (after taking into account the distribution of the Class AV Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MV-1 Certificates (after taking into account the distribution of the Class MV-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class MV-2 Certificates (after taking into account the distribution of the Class MV-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class MV-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 92.30% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group II Overcollateralization Floor Amount.

“Class MV-4 Certificate”: Any one of the Class MV-4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class MV-4 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AV Certificates (after taking into account the distribution of the Class AV Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MV-1 Certificates (after taking into account the distribution of the Class MV-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class MV-2 Certificates (after taking into account the distribution of the Class MV-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class MV-3 Certificates (after taking into account the distribution of the Class MV-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class MV-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 94.30% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group II Overcollateralization Floor Amount.

“Class MV-5 Certificate”: Any one of the Class MV-5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in

the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class MV-5 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AV Certificates (after taking into account the distribution of the Class AV Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MV-1 Certificates (after taking into account the distribution of the Class MV-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class MV-2 Certificates (after taking into account the distribution of the Class MV-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class MV-3 Certificates (after taking into account the distribution of the Class MV-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class MV-4 Certificates (after taking into account the distribution of the Class MV-4 Principal Distribution Amount on such Distribution Date), and (vi) the Certificate Principal Balance of the Class M

V-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 96.30% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group II Overcollateralization Floor Amount.

“Class MV-6 Certificate”: Any one of the Class MV-6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class MV-6 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AV Certificates (after taking into account the distribution of the Class AV Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MV-1 Certificates (after taking into account the distribution of the Class MV-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class MV-2 Certificates (after taking into account the distribution of the Class MV-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class MV-3 Certificates (after taking into account the distribution of the Class MV-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class MV-4 Certificates (after taking into account the distribution of the Class MV-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class MV-5 Certificates (after taking into account the distribution of the Class MV-5 Principal Distribution Amount on such Distribution Date), and (vii) the Certificate Principal Balance of the Class M

V-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 98.10% and (ii) the aggregate Stated Principal Balance of the Group

II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group II Overcollateralization Floor Amount.

“Class MV-7 Certificate”: Any one of the Class MV-7 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class MV-7 Principal Distribution Amount”: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class AV Certificates (after taking into account the distribution of the Class AV Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class MV-1 Certificates (after taking into account the distribution of the Class MV-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class MV-2 Certificates (after taking into account the distribution of the Class MV-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class MV-3 Certificates (after taking into account the distribution of the Class MV-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class MV-4 Certificates (after taking into account the distribution of the Class MV-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class MV-5 Certificates (after taking into account the distribution of the Class MV-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class MV-6 Certificates (after taking into account the distribution of the Class MV-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M

V-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 99.30% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Group II Overcollateralization Floor Amount.

“Class MV Principal Distribution Amount”: The Class MV-1 Principal Distribution Amount, Class MV-2 Principal Distribution Amount, Class MV-3 Principal Distribution Amount, Class MV-4 Principal Distribution Amount, Class MV-5 Principal Distribution Amount, Class MV-6 Principal Distribution Amount and Class MV-7 Principal Distribution Amount, as the context requires.

“Class P Certificate”: Any Class P-1 Certificate or Class P-2 Certificate.

“Class P-1 Certificate”: Any one of the Class P-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC I-D for purposes of the REMIC Provisions.

“Class P-1 Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class P-2 Certificate”: Any one of the Class P-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC II-D for purposes of the REMIC Provisions.

“Class P-2 Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P-2 Certificates, evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class R-1 Certificate”: Any one of the Class R-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-7 and evidencing the ownership of the Class R-IA Interest and the Class R-IB Interest.

“Class R-2 Certificate”: Any one of the Class R-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-7 and evidencing the ownership of the Class R-IIA Interest and the Class R-IIB Interest.

“Class R-X Certificate”: Any one of the Class R-X Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-8 and evidencing the ownership of the Class R-IC Interest, Class R-ID Interest, Class R-IIC Interest and the Class R-IID Interest.

“Class R-IA Interest”: The uncertificated Residual Interest in REMIC I-A.

“Class R-IB Interest”: The uncertificated Residual Interest in REMIC I-B.

“Class R-IC Interest”: The uncertificated Residual Interest in REMIC I-C.

“Class R-ID Interest”: The uncertificated Residual Interest in REMIC I-D.

“Class R-IIA Interest”: The uncertificated Residual Interest in REMIC II-A.

“Class R-IIB Interest”: The uncertificated Residual Interest in REMIC II-B.

“Class R-IIC Interest”: The uncertificated Residual Interest in REMIC II-C.

“Class R-IID Interest”: The uncertificated Residual Interest in REMIC II-D.

“Closing Date”: September 8, 2005.

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

“Collection Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as Master Servicer for CitiMortgage, Inc., as Trust Administrator, in trust for the registered holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-WF2.” The Collection Account must be an Eligible Account.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest Payment”: With respect to a Distribution Date, an amount which, when added to all amounts allocable to interest received in connection with such prepayment, equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the Servicing Fee Rate.

“Corresponding Certificate”: With respect to each REMIC I-A Regular Interest or REMIC II-A Regular Interest, the Class of Regular Certificates listed below:

REMIC I-A or REMIC II-A Regular Interest	Class
I-LTAF1	Class AF-1
I-LTAF2	Class AF-2
I-LTAF3	Class AF-3
I-LTAF4	Class AF-4
I-LTAF5	Class AF-5
I-LTAF6A	Class AF-6A
I-LTAF6B	Class AF-6B
I-LTAF7	Class AF-7
I-LTMF1	Class MF-1
I-LTMF2	Class MF-2
I-LTMF3	Class MF-3
I-LTMF4	Class MF-4
I-LTMF5	Class MF-5
II-LTAV1	Class AV-1
II-LTAV2	Class AV-2
II-LTAV3	Class AV-3
II-LTMV1	Class MV-1
II-LTMV2	Class MV-2
II-LTMV3	Class MV-3
II-LTMV4	Class MV-4
II-LTMV5	Class MV-5
II-LTMV6	Class MV-6
II-LTMV7	Class MV-7
I-LTP	Class P-1
II-LTP	Class P-2

“Corporate Trust Office”: The principal corporate trust office of the Trustee, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0^xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Paying Agent, the Certificate Registrar, the Authenticating Agent, the Certificate Insurer and the Trust Administrator and (ii) with respect to the Paying Agent, the Certificate Registrar and the Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar or as Authenticating Agent, as the case may be, 000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other address as the Paying Agent, the Certificate Registrar and the Authenticating Agent may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Trust Administrator, the Certificate Insurer and the Trustee.

“Credit Risk Manager”: The Murrayhill Company, a Colorado corporation, and its successors and assigns.

“Credit Risk Management Agreement”: The agreement, dated as of the Closing Date, between the Credit Risk Manager and the Initial Sub-Servicer and/or Master Servicer, regarding the loss mitigation and advisory services to be provided by the Credit Risk Manager.

“Credit Risk Manager Fee”: With respect to any Distribution Date, an amount equal to the Credit Risk Manager Fee Rate accrued for one month on the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the related Due Period.

“Credit Risk Manager Fee Rate”: 0.01125% per annum.

“Custodian”: A document custodian appointed by the Trustee to perform (or in the case of the initial Custodian otherwise engaged to perform) custodial duties with respect to the Mortgage Files. The initial Custodian is Citibank West, N.A. A Custodian may be the Trustee, any Affiliate of the Trustee or an independent entity.

“Custodial Agreement”: An agreement pursuant to which a Custodian performs custodial duties with respect to the Mortgage Files. With respect to the initial Custodian, the applicable agreement pursuant to which the Initial Custodian performs its custodial duties with respect to the Mortgage Files.

“Cut-off Date”: With respect to each Original Mortgage Loan, September 1, 2005. With respect to all Qualified Substitute Mortgage Loans, their respective dates of substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

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

“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a

proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.

“Deficiency Amount”: (i) with respect to any Distribution Date, the amount, if any, by which the amount available to be paid as interest on the Class AF-6B Certificates, pursuant to the priority of payment set forth in Section 4.01(a)(1)(A), is less than the Monthly Interest Distributable Amount and any Unpaid Interest Shortfall Amount for the Class AF-6B Certificates for such Distribution Date and (ii) on the Final Insured Distribution Date, the aggregate Certificate Principal Balance of the Class AF-6B Certificates to the extent unpaid on such date (following all distributions made on the Class AF-6B Certificates other than distributions of any amounts paid under the Policy).

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

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

“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.

“Depositor”: Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor in interest.

“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is CEDE & Co. 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 and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

“Depository Institution”: Any depository institution or trust company, including the Trustee and the Trust Administrator, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has, or is a subsidiary of a holding company that has, an outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated highest rating category by at least two of the Rating Agencies (or a comparable rating if S&P, Xxxxx’x and DBRS are not the Rating Agencies).

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

“Determination Date”: With respect to each Distribution Date, the 18th day of the calendar month in which such Distribution Date occurs or, if such 18th day is not a Business Day, the Business Day immediately following such 18^th day.

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

“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” within the meaning of Section 775 of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The trust account or accounts created and maintained by the Paying Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass- Through Certificates, Series 2005-WF2.” The Distribution Account must be an Eligible Account.

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

“DOL”: The United States Department of Labor or any successor in interest.

“DOL Regulations”: The regulations promulgated by the DOL at 29 C.F.R.ss.2510.3-101.

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

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

“Eligible Account”: Any of (i) an account or accounts maintained with a Depository Institution, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity. Eligible Accounts may bear interest.

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

“Estate in Real Property”: A fee simple estate in a parcel of land.

“Expense Adjusted Maximum Mortgage Rate”: With respect to any Group II Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Maximum Mortgage Rate for such Mortgage Loan minus the sum of the (i) the Servicing Fee Rate, (ii) the Administration Fee Rate and (iii) the Credit Risk Manager Fee Rate.

“Expense Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the (i) the Servicing Fee Rate, (ii) the Administration Fee Rate and (iii) the Credit Risk Manager Fee Rate.

“Extraordinary Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the Depositor pursuant to Section 6.03, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator, Citibank or a Custodian from the Trust Fund pursuant to Section 2.01, Section 8.05 and any other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, liability or loss that is specific to a particular Mortgage Loan or REO Property and is taken into account in calculating a Realized Loss in respect thereof) for which the Trust Fund has not and, in the reasonable good faith judgment of the Trust Administrator, shall not, obtain reimbursement or indemnification from any other Person.

“Xxxxxx Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association, or any successor thereto.

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

“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller, the Depositor or the Master Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 9.01), a determination made by the Master Servicer that all Liquidation Proceeds have been recovered. The Master Servicer shall maintain records of each Final Recovery Determination made thereby.

“Fixed Rate Certificates”: Any of the Class AF Certificates (other than the Class AF-1 Certificates) or a Group I Mezzanine Certificate.

“Floating Rate Certificates”: Any Group I Floating Rate Certificates or Group II Floating Rate Certificates.

“Formula Rate”: With respect to any Distribution Date and

(i) the Group II Floating Rate Certificates, the lesser of (a) One-Month LIBOR plus the applicable Certificate Margin and (b) the Maximum Cap Rate.

(ii) the Class AF-1 Certificates, One-Month LIBOR plus the applicable Certificate Margin.

(iii) the Fixed Rate Certificates, the fixed rate per annum set forth below:

	Fixed-Rate
Class	(1)	(2)
AF-2	4.922%	5.422%
AF-3	4.871%	5.371%
AF-4	4.964%	5.464%
AF-5	5.350%	5.850%
AF-6A	5.629%	6.129%
AF-6B	5.550%	6.050%
AF-7	5.249%	5.749%
MF-1	5.517%	6.017%
MF-2	5.666%	6.166%
MF-3	6.111%	6.611%
MF-4	6.250%	6.750%

__________

⁽¹⁾

For the Interest Accrual Period for each Distribution Date through and including the first Distribution Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans remaining in the Mortgage Pool is reduced to less than 10% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

⁽²⁾	For each Interest Accrual Period thereafter.

“Xxxxxxx Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation, or any successor thereto.

“Group I Allocated Realized Loss Amount”: With respect to any Distribution Date and any Class of Group I Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Group I Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date minus (y) the amount of the increase in the Certificate Principal Balance of such Class due to the receipt of Subsequent Recoveries as provided in Section 4.01.

“Group I Available Distribution Amount”: With respect to any Distribution Date and the Group I Mortgage Loans, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments on the Group I Mortgage Loans due during the Due Period

relating to such Distribution Date and received by the Master Servicer (or by a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the Servicing Fee, the Administration Fee and the Credit Risk Manager Fee for such Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Group I Mortgage Loans, Subsequent Recoveries and other unscheduled payments of principal and interest in respect of the Group I Mortgage Loans or related REO Properties received by the Master Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payments paid by the Master Servicer in respect of Prepayment Interest Shortfalls relating to Principal Prepayments that occurred on the Group I Mortgage Loans during the related Prepayment Period, (d) the aggregate of any P&I Advances made by the Master Servicer for the Group I Mortgage Loans for such Distribution Date and (e) Prepayment Charges received and Servicer Prepayment Charge Payment Amounts paid in respect of the Group I Mortgage Loans with respect to which a Principal Prepayment occurred during the related Prepayment Period and any amounts received from the Seller as contemplated in Section 2.03(b) in respect of any Principal Prepayment that occurred during or prior to the related Prepayment Period over (ii) the sum of (a) amounts reimbursable to the Master Servicer, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

“Class AF-1 Cap Contract”: The cap contract between the Trustee on behalf of the Trust and the counterparty thereunder for the benefit of the Holders of the Class AF-1 Certificates in the form attached hereto as Exhibit I.

“Group I Certificates”: Any Class AF Certificates or Group I Mezzanine Certificates.

“Group I Delinquency Percentage”: As of the last day of the related Due Period, the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans that, as of the last day of the previous calendar month, are 60 or more days delinquent, are in foreclosure, have been converted to REO Properties or in bankruptcy (and delinquent 60 days or more), and the denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans and REO Properties as of the last day of the previous calendar month.

“Group I Floating Rate Certificates”: The Class AF-1 Certificates.

“Group I Interest Remittance Amount”: For any Distribution Date, that portion of the Group I Available Distribution Amount for the related Distribution Date that represents (i) interest received or advanced on the Group I Mortgage Loans (ii) amounts in respect of Prepayment Interest Shortfalls paid by the Master Servicer or the Servicer on the Group I

Mortgage Loans (in each case, to the extent remaining after payment of an allocable portion of (A) the Administration Fee, (B) the Servicing Fees and any unpaid Servicing Fees in respect of prior periods collected by the Servicer, (C) the Credit Risk Manager Fee and (D) the Certificate Insurer Premium for such Distribution Date).

“Group I Marker Rate”: With respect to the Class CE-1 Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC I-A Remittance Rate for REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4, REMIC I-A Regular Interest I-LTMF5 and REMIC I-A Regular Interest I-LTZZ, with the rate on each such REMIC I-A Regular Interest (other than REMIC I-A Regular Interest I-LTZZ) subject to a cap equal to the lesser of (i) the Formula Rate for the related Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate for the related Corresponding Certificate for the purpose of this calculation for such Distribution Date and with the rate on REMIC I-A Regular Interest I-LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, the cap on REMIC Regular Interest I-LTAF1 shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Interest Accrual Period and the denominator of which is 30.

“Group I Maximum I-LTZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC I-A Remittance Rate applicable to REMIC I-A Regular Interest I-LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC I-A Regular Interest I-LTZZ minus the REMIC I-A Overcollateralized Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4 and REMIC I-A Regular Interest I-LTMF5 for such Distribution Date, with the rate on each such REMIC I-A Regular Interest subject to a cap equal to the lesser of (i) the Formula Rate for the related Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate for the related Corresponding Certificate; provided, however, the cap on REMIC Regular Interest I-LTAF1 shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Interest Accrual Period and the denominator of which is 30.

“Group I Mezzanine Certificates”: Any Class MF-1 Certificates, Class MF-2 Certificates, Class MF-3 Certificates, Class MF-4 Certificates or Class MF-5 Certificates.

“Group I Mortgage Loan”: Each Mortgage Loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as from time to time held as a part of REMIC I-A, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“Group I Net Monthly Excess Cashflow”: With respect to any Distribution Date, the excess of (x) the Group I Available Distribution Amount for such Distribution Date over (y) the sum for such Distribution Date of (A) the Group I Senior Interest Distribution Amount distributable to the holders of the Class AF Certificates, (B) the Interest Distribution Amount distributable to the holders of the Group I Mezzanine Certificates, (C) the amount paid to the Certificate Insurer in respect of reimbursements for claims under the Policy or other amounts owing under the Insurance Agreement and (D) the Group I Principal Remittance Amount.

“Group I Overcollateralization Floor Amount”: The Group I Overcollateralization Floor Amount will be an amount equal to 0.40% of the aggregate principal balance of the Group I Mortgages as of the Cut-off Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class AF Certificates and the Class MF Certificates to zero, the Group I Overcollateralization Floor Amount shall be zero.

“Group I Overcollateralization Deficiency Amount”: With respect to any Distribution Date, the excess, if any, of (a) the Group I Overcollateralization Target Amount applicable to such Distribution Date over (b) the Group I Overcollateralized Amount applicable to such Distribution Date (calculated for this purpose only after assuming that 100% of the Group I Principal Remittance Amount on such Distribution Date has been distributed).

“Group I Overcollateralization Increase Amount”: With respect to any Distribution Date, the lesser of (a) the Group I Net Monthly Excess Cashflow for such Distribution Date and (b) the Group I Overcollateralization Deficiency Amount for such Distribution Date.

“Group I Overcollateralization Target Amount”: With respect to any Distribution Date an amount equal to the Group I Overcollateralization Floor Amount.

“Group I Overcollateralized Amount”: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the Group I Mortgage Loans and REO Properties as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (b) the sum of the aggregate Certificate Principal Balance of the Class AF Certificates, the Group I Mezzanine Certificates and the Class P-1 Certificates after giving effect to distributions to be made on such Distribution Date.

“Group I Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the principal portion of each Monthly Payment due on the Group I Mortgage Loans during the related Due Period, whether or not received on or prior to the related Determination Date; (ii) the Stated Principal Balance of any Group I Mortgage Loan that was purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 9.01 and the amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections (including, without limitation, Principal Prepayments, Insurance Proceeds,

Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization) received on the Group I Mortgage Loans during the related Prepayment Period, net of any portion thereof that represents a recovery of principal for which an Advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date and (iv) any Group I Overcollateralization Increase Amount for such Distribution Date. In no event will the Group I Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Group I Certificates.

“Group I Principal Remittance Amount”: For any Distribution Date, that portion of the Group I Available Distribution Amount equal to the sum of the amounts set forth in (i) through (iii) of the definition of Group I Principal Distribution Amount.

“Group I Senior Enhancement Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of the aggregate Certificate Principal Balance of the Group I Mezzanine Certificates and the Class CE-1 Certificates, calculated after taking into account distribution of the Group I Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date, and the denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period).

“Group I Senior Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the Interest Distribution Amount for such Distribution Date for the Class AF Certificates and (ii) the Interest Carry Forward Amount, if any, for such Distribution Date for the Class AF Certificates.

“Group I Stepdown Date”: The earlier to occur of (i) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class AF Certificates has been reduced to zero and (ii) the later to occur of (a) the Distribution Date occurring in October 2008 and (b) the first Distribution Date on which the Group I Senior Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Group I Mortgage Loans but prior to any distribution of the Group I Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 15.00%.

“Group I Trigger Event”: A Group I Trigger Event is in effect on any Distribution Date on or after the Group I Stepdown Date if:

(a) the three month rolling average of the Group I Delinquency Percentage exceeds 50% of the Group I Senior Enhancement Percentage for the prior Distribution Date; or

(b) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period with respect to the Group I Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the

related Prepayment Period) (reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date through the last day of the related Prepayment Period) with respect to the Group I Mortgage Loans, divided by aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In	Percentage
October 2007 through September 2008	0.30%
October 2008 through September 2009	0.65%
October 2009 through September 2010	1.00%
October 2010 through September 2011	1.00%
October 2011 and thereafter	1.25%

“Group II Allocated Realized Loss Amount”: With respect to any Distribution Date and any Class of Group II Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Group II Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date minus (y) the amount of the increase in the Certificate Principal Balance of such Class due to the receipt of Subsequent Recoveries as provided in Section 4.01.

“Group II Available Distribution Amount”: With respect to any Distribution Date and the Group II Mortgage Loans, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments on the Group II Mortgage Loans due during the Due Period relating to such Distribution Date and received by the Master Servicer (or by a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the Servicing Fee, the Administration Fee and the Credit Risk Manager Fee for such Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Group II Mortgage Loans, Subsequent Recoveries and other unscheduled payments of principal and interest in respect of the Group II Mortgage Loans or related REO Properties received by the Master Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payments paid by the Master Servicer in respect of Prepayment Interest Shortfalls relating to Principal Prepayments that occurred on the Group II Mortgage Loans during the related Prepayment Period, (d) the aggregate of any P&I Advances made by the Master Servicer for the Group II Mortgage Loans for such Distribution Date and (e) Prepayment Charges received and Servicer Prepayment Charge Payment Amounts paid in respect of the Group II Mortgage Loans with respect to which a Principal Prepayment occurred during the related Prepayment Period and any amounts received from the Seller as contemplated in Section 2.03(b) in respect of any Principal Prepayment that occurred during or prior to the related Prepayment Period over (ii) the sum of (a) amounts reimbursable to the Master Servicer, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in

clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

“Group II Certificates”: Any Class AV Certificates or Group II Mezzanine Certificates.

“Group II Delinquency Percentage”: As of the last day of the related Due Period, the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group II Mortgage Loans that, as of the last day of the previous calendar month, are 60 or more days delinquent, are in foreclosure, have been converted to REO Properties or in bankruptcy (and delinquent 60 days or more), and the denominator of which is the aggregate Stated Principal Balance of the Group II Mortgage Loans and REO Properties as of the last day of the previous calendar month.

“Group II Floating Rate Certificates”: Any Class AV Certificates or Group II Mezzanine Certificates.

“Group II Interest Remittance Amount”: For any Distribution Date, that portion of the Group II Available Distribution Amount for the related Distribution Date that represents (i) interest received or advanced on the Group II Mortgage Loans (ii) amounts in respect of Prepayment Interest Shortfalls paid by the master servicer or the servicer on the Group II Mortgage Loans (in each case, to the extent remaining after payment of an allocable portion of (A) the trust administration fee for such distribution date, (B) the servicing fees for such distribution date and any unpaid servicing fees in respect of prior periods collected by the servicer, (C) the credit risk manager fee for such distribution date and (D) the certificate insurer premium for such distribution date).

“Group II Marker Rate”: With respect to the Class CE-2 Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC II-A Remittance Rate for REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-LTMV6, REMIC II-A Regular Interest II-LTMV7 and REMIC II-A Regular Interest II-LTZZ, with the rate on each such REMIC II-A Regular Interest (other than REMIC II-A Regular Interest II-LTZZ) subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the related Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate for the related Corresponding Certificate for the purpose of this calculation for such Distribution Date and with the rate on REMIC II-A Regular Interest II-LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, the caps on each such REMIC II-A Regular Interest shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Interest Accrual Period and the denominator of which is 30.

“Group II Maximum II-LTZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC II-A Remittance Rate applicable to REMIC II-A Regular Interest II-LTZZ for such Distribution Date on a balance

equal to the Uncertificated Balance of REMIC II-A Regular Interest II-LTZZ minus the REMIC II-A Overcollateralized Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-LTMV6 and REMIC II-A Regular Interest II-LTMV7 for such Distribution Date, with the rate on each such REMIC II-A Regular Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the related Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate for the related Corresponding Certificate; provided, however, the caps on each such REMIC II-A Regular Interest shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Interest Accrual Period and the denominator of which is 30.

“Group II Mezzanine Cap Contract”: The cap contract between the Trustee on behalf of the Trust and the counterparty thereunder for the benefit of the Holders of the Group II Mezzanine Certificates in the form attached hereto as Exhibit I.

“Group II Mezzanine Certificates”: Any Class MV-1 Certificates, Class MV-2 Certificates, Class MV-3 Certificates, Class MV-4 Certificates, Class MV-5 Certificates, Class MV-6 Certificates or Class MV-7 Certificates.

“Group II Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as from time to time held as a part of REMIC II-A, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“Group II Net Monthly Excess Cashflow”: With respect to any Distribution Date, the excess of (x) the Group II Available Distribution Amount for such Distribution Date over (y) the sum for such Distribution Date of (A) the Group II Senior Interest Distribution Amount distributable to the holders of the Class AV Certificates, (B) the Interest Distribution Amount distributable to the holders of the Group II Mezzanine Certificates and (C) the Group I Principal Remittance Amount.

“Group II Overcollateralization Floor Amount”: The Group II Overcollateralization Floor Amount will be an amount equal to 0.35% of the aggregate principal balance of the Group II Mortgage as of the Cut-off Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class AV Certificates and the Group II Mezzanine Certificates to zero, the Group II Overcollateralization Floor Amount shall be zero.

“Group II Overcollateralization Deficiency Amount”: With respect to any Distribution Date, the excess, if any, of (a) the Group II Overcollateralization Target Amount applicable to such Distribution Date over (b) the Group II Overcollateralized Amount applicable to such Distribution Date (calculated for this purpose only after assuming that 100% of the Group II Principal Remittance Amount on such Distribution Date has been distributed).

“Group II Overcollateralization Increase Amount”: With respect to any Distribution Date, the lesser of (a) the Group II Net Monthly Excess Cashflow for such Distribution Date and (b) the Group II Overcollateralization Deficiency Amount for such Distribution Date.

“Group II Overcollateralization Target Amount”: With respect to any Distribution Date an amount equal to the Group II Overcollateralization Floor Amount.

“Group II Overcollateralized Amount”: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the Group II Mortgage Loans and REO Properties as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (b) the sum of the aggregate Certificate Principal Balance of the Class AV Certificates, the Group II Mezzanine Certificates and the Class P-2 Certificates after giving effect to distributions to be made on such Distribution Date.

“Group II Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the principal portion of each Monthly Payment due on the Group II Mortgage Loans during the related Due Period, whether or not received on or prior to the related Determination Date; (ii) the Stated Principal Balance of any Group II Mortgage Loan that was purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 9.01 and the amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections (including, without limitation, Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization) received on the Group II Mortgage Loans during the related Prepayment Period, net of any portion thereof that represents a recovery of principal for which an Advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date and (iv) any Group II Overcollateralization Increase Amount for such Distribution Date. In no event will the Group II Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Class AV Certificates and the Group II Mezzanine Certificates.

“Group II Principal Remittance Amount”: For any Distribution Date, that portion of the Group II Available Distribution Amount equal to the sum of the amounts set forth in (i) through (iii) of the definition of Group II Principal Distribution Amount.

“Group II Senior Enhancement Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of the aggregate Certificate Principal Balance of the Group II Mezzanine Certificates and the Class CE-2 Certificates, calculated after taking into account distribution of the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date, and the denominator of which is the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or

advanced, and unscheduled collections of principal received during the related Prepayment Period).

“Group II Senior Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the Interest Distribution Amount for such Distribution Date for the Class AV Certificates and (ii) the Interest Carry Forward Amount, if any, for such Distribution Date for the Class AV Certificates.

“Group II Stepdown Date”: The earlier to occur of (i) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class AV Certificates has been reduced to zero and (ii) the later to occur of (a) the Distribution Date occurring in October 2008 and (b) the first Distribution Date on which the Group II Senior Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Group II Mortgage Loans but prior to any distribution of the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 21.90%.

“Group II Trigger Event”: A Group II Trigger Event is in effect on any Distribution Date on or after the Group II Stepdown Date if:

(a) the three month rolling average of the Group II Delinquency Percentage exceeds 40% of the Group II Senior Enhancement Percentage for the prior Distribution Date; or

(b) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period in loan group II (reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date through the last day of the related Due Period) divided by aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In	Percentage
October 2007 through September 2008	0.40%
October 2008 through September 2009	0.90%
October 2009 through September 2010	1.30%
October 2010 through September 2011	1.70%
October 2011 and thereafter	2.00%

“Highest Priority”: As of any date of determination, the Class of Mezzanine Certificates then outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.01, in the following order, (i) with respect to the Group I Mezzanine Certificates: Class MF-1, Class MF-2, Class MF-3, Class MF-4 and Class MF-5 Certificates and (ii) with respect to the Group II Mezzanine Certificates: Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6 and Class MV-7 Certificates.

“Indenture”: An indenture relating to the issuance of notes secured by the Class CE Certificates, the Class P Certificates and/or the Class R Certificates (or any portion thereof).

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

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

“Initial Sub-Servicer”: Xxxxx Fargo Bank, N.A., and its successors and assigns.

“Initial Sub-Servicing Agreement”: Each Seller’s Warranties and Servicing Agreement, dated as of June 1, 2005 and July 1, 2005, between Xxxxx Fargo and the Seller, as assigned and modified pursuant to the Assignment, Assumption and Recognition Agreement, dated as of September 1, 2005, among the Seller, Xxxxx Fargo and the Trustee.

“Insurance Agreement”: The Insurance and Indemnity Agreement, dated as of September 8, 2005, among the Seller, the Depositor, the Master Servicer, the Trust Administrator, the Trustee and the Certificate Insurer, as amended or supplemented in accordance with the provisions thereof.

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

“Insured Amount”: With respect to any Distribution Date, any Deficiency Amount (as defined herein) for such Distribution Date and any Preference Amount (as defined in the Policy) to be paid pursuant to the terms of the Policy.

“Insured Payment”: Any payment made by the Certificate Insurer under the Policy with respect to the Class AF-6B Certificates.

“Interest Accrual Period”: With respect to any Distribution Date and the Floating Rate Certificates, the period commencing on the Distribution Date of the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, commencing on the Closing Date) and ending on the day preceding such Distribution Date. With respect to any Distribution Date and the Fixed Rate Certificates, the Class CE Certificates and the REMIC Regular Interests, the one-month period ending on the last day of the calendar month preceding the month in which such Distribution Date occurs.

“Interest Carry Forward Amount”: With respect to any Distribution Date and any class of Class A Certificates or the Mezzanine Certificates, the sum of (i) the amount, if any, by which (a) the Interest Distribution Amount for such Class of Certificates as of the immediately preceding Distribution Date exceeded (b) the actual amount distributed on such Class of Certificates in respect of interest on such immediately preceding Distribution Date, (ii) the amount of any Interest Carry Forward Amount for such Class of Certificates remaining unpaid from the previous Distribution Date and (iii) accrued interest on the sum of (i) and (ii) above calculated at the related Pass-Through Rate for the most recently ended Interest Accrual Period. For the Class AF-6B Certificates, such amounts will be determined without regard to payments previously made under the Policy, and payments of Interest Carry Forward Amounts in respect of interest on the Class AF-6B Certificates paid from draws on the Policy shall be paid to the Certificate Insurer in reimbursements of such draws.

“Interest Determination Date”: With respect to the Class AF-1 Certificates, the Class AV Certificates, the Class MV Certificates, REMIC I-A Regular Interest I-LTAF1 and the REMIC II-A Regular Interests (other than REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTZZZ and REMIC II-A Regular Interest II-LTP) and any Interest Accrual Period therefor, the second London Business Day preceding the commencement of such Interest Accrual Period.

“Interest Distribution Amount”: With respect to the related Class A Certificate, Mezzanine Certificate and the Class CE Certificates and each Distribution Date, interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Certificate for such Distribution Date on the Certificate Principal Balance, in the case of the Class A Certificates and the Mezzanine Certificates, or on the Notional Amount, in the case of the Class CE Certificates, of such Certificate immediately prior to such Distribution Date. The Class P Certificates are not entitled to distributions in respect of interest and, accordingly, shall not accrue interest. All distributions of interest on the Floating Rate Certificates shall be calculated on the basis of a 360-day year and the actual number of days in the applicable Interest Accrual Period. All distributions of interest on the Fixed Rate Certificates and the Class CE Certificates shall be based on a 360-day year consisting of twelve 30-day months. The Interest Distribution Amount with respect to each Distribution Date, as to any Class A Certificate, Mezzanine Certificate or

the Class CE Certificates, shall be reduced by an amount equal to the portion allocable to such Certificate pursuant to Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent not covered by payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief Act Interest Shortfall, if any, for such Distribution Date.

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

“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from any REMIC by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 9.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from REMIC I by reason of its being purchased pursuant to Section 9.01.

“Liquidation Proceeds”: The amount (including any Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Master Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section 9.01.

“Loan-to-Value Ratio”: As of 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 and the denominator of which is the Value of the related Mortgaged Property.

“Lockout Certificate Percentage”: With respect to any Distribution Date and the Class AF-7 Certificates, the fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of the Class AF-7 Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Certificate Principal Balance of the Class AF Certificates immediately prior to such Distribution Date.

“Lockout Distribution Percentage”: With respect to any Distribution Date and the Class AF-7 Certificates, the percentage indicated below of the Lockout Certificate Percentage for such Distribution Date:

Distribution Date occurring in:	Lockout Percentage
October 2005 through and including September 2008	0%

October 2008 through and including September 2010	45%
October 2010 through and including September 2011	80%
October 2011 through and including September 2012	100%
October 2012 and thereafter	300%

“London Business Day”: Any day on which banks in the City of London and New York are open and conducting transactions in United States dollars.

“Master Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as herein provided, in its capacity as Master Servicer hereunder.

“Master Servicer Certification”: A written certification, substantially in the form attached hereto as Exhibit H, covering servicing of the Mortgage Loans by the Servicer and signed by an officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Master Servicer Certification shall be as agreed to by the Master Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.

“Master Servicer Event of Default”: One or more of the events described in Section 7.01.

“Master Servicer Remittance Date”: With respect to any Distribution Date, 12:00 p.m. New York time on the Business Day preceding the Distribution Date or if the Collection Account is held at Citibank, 12:00 p.m. New York time on the Distribution Date.

“Maximum Cap Rate”: For any Distribution Date and the Group II Certificates, a per annum rate equal to the product of (x) the weighted average of the Expense Adjusted Maximum Mortgage Rates of the Group II Mortgage Loans and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period.

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

“MERS System”: The system of recording transfers of Mortgages electronically maintained by MERS.

“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS System.

“MOM Loan”: With respect to any Mortgage Loans registered with MERS on the MERS® System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

“Mezzanine Certificates”: Any Group I Mezzanine Certificates or Group II Mezzanine Certificates.

“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted or agreed to by the Master Servicer pursuant to Section 3.07; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.

“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest.

“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on, or first priority security interest in, a Mortgaged Property securing a Mortgage Note.

“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

“Mortgage Loan”: Any Group I Mortgage Loan or Group II Mortgage Loan.

“Mortgage Loan Purchase Agreement”: The agreement between the Depositor and the Seller regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto.

“Mortgage Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of any date of determination, the then applicable Mortgage Rate in respect thereof net of the sum of the Servicing Fee Rate and the Administration Fee Rate.

“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I-A or REMIC II-A on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth the following information with respect to each Mortgage Loan:

	(i)	the Master Servicer’s Mortgage Loan identifying number;
	(ii)	a code indicating whether the Mortgaged Property is owner-occupied;
	(iii)	the type of Residential Dwelling constituting the Mortgaged Property;
	(iv)	the original months to maturity;
	(vii)	the original date of the mortgage;
	(viii)	the Loan-to-Value Ratio at origination;
	(ix)	the Mortgage Rate in effect immediately following the Cut-off Date;

(x) the date on which the first Monthly Payment was due on the Mortgage Loan;

	(xi)	the stated maturity date;
	(xii)	the amount of the Monthly Payment at origination;
	(xiii)	the amount of the Monthly Payment as of the Cut-off Date;

(xiv) the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance;

(xv)

the original principal amount of the Mortgage Loan;

(xvi) the Scheduled Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date;

(xvii) a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);

(xviii) a code indicating the documentation style (i.e., full, alternative or reduced);

(xix) a code indicating if the Mortgage Loan is subject to a Primary Mortgage Insurance Policy;

	(xx)	the Value of the Mortgaged Property;
	(xxi)	the sale price of the Mortgaged Property, if applicable;

(xxii) the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;

(xxiii)

the Servicing Fee Rate;

(xxiv)

the term of the Prepayment Charge , if any;

(xxv)

the percentage of the principal balance covered by lender paid mortgage insurance, if any.

The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the Scheduled Principal Balance of the Mortgage Loans as of the close of business on the Cut-off Date (not taking into account any Principal Prepayments received on the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off Date. The Mortgage Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

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

“Mortgage Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time, and any REO Properties acquired in respect thereof.

“Mortgage Rate”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, without regard to any reduction thereof as a result of a Debt Service Reduction or operation of the Relief Act. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

“Mortgaged Property”: The underlying property securing a Mortgage Loan, including any REO Property, consisting of an Estate in Real Property improved by a Residential Dwelling.

“Mortgagor”: The obligor on a Mortgage Note.

“Net WAC Rate”: With respect to any Distribution Date and

(i) a Class of Group I Certificates (other than the Class AF-6B Certificates), the rate per annum (adjusted for the actual number of days in the related Interest Accrual Period in the case of the Class AF-1 Certificates) equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted based on their Stated Principal Balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on the REMIC I-A Regular Interests, weighted on the basis of the Uncertificated Balance of each such REMIC I-A Regular Interest;

(ii) the Class AF-6B Certificates, the rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted based on their Stated Principal Balances as of the first day of the related Due Period less the Certificate Insurer Premium Rate. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest I-LTAF6B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest, less the Certificate Insurer Premium Rate;

(iii) a Class of Group II Certificates, the rate per annum (adjusted for the actual number of days in the related Interest Accrual Period) equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on the REMIC II-A Regular Interests, weighted on the basis of the Uncertificated Balance of each such REMIC II-A Regular Interest;

“Net WAC Rate Carryover Amount”: With respect to any Distribution Date and any Class of Class A Certificates or Mezzanine Certificates, the sum of (A) the positive excess, if any, of (i) the amount of interest that would have accrued on such Class of Certificates for such Distribution Date if the Pass-Through Rate for such Class of Certificates for such Distribution Date were calculated at the related Formula Rate over (ii) the amount of interest accrued on such Class of Certificates at the Net WAC Rate for such Distribution Date and (B) the related Net WAC Rate Carryover Amount for the previous Distribution Date not previously paid together with interest accrued on such unpaid amount for the most recently ended Interest Accrual Period at the Formula Rate for such Class of Certificates and such Distribution Date.

“Net WAC Rate Carryover Reserve Accounts”: The Group I Net WAC Rate Carryover Reserve Account or the Group II Net WAC Rate Carryover Reserve Account established and maintained pursuant to Section 4.06.

“New Lease”: Any lease of REO Property entered into on behalf of REMIC I-A or REMIC II-A, including any lease renewed or extended on behalf of REMIC I-A or REMIC II-A, if REMIC I-A or REMIC II-A has the right to renegotiate the terms of such lease.

“Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Non-United States Person”: Any Person other than a United States Person.

“Notional Amount”: With respect to the Class CE-1 Interest and any Distribution Date, the aggregate Uncertificated Balance of the REMIC I-A Regular Interests (other than REMIC I-A Regular Interest I-LTP) for such Distribution Date. With respect to the Class CE-2

Interest and any Distribution Date, the aggregate Uncertificated Balance of the REMIC II-A Regular Interests (other than REMIC II-A Regular Interest II-LTP) for such Distribution Date.

“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Seller or the Depositor, as applicable; with respect to the Master Servicer, any officer who is authorized to act for the Master Servicer in matters relating to this Agreement, and whose action is binding upon the Master Servicer, initially including those individuals whose names appear on the list of authorized officers delivered at the closing.

“One-Month LIBOR”: With respect to the Floating Rate Certificates and for purposes of the Group I Marker Rate, the Group II Marker Rate, the Group I Maximum I-LTZZ Uncertificated Interest Deferral Amount, the Group II Maximum II-LTZZ Uncertificated Interest Deferral Amount, and any Interest Accrual Period therefore the rate determined by the Trust Administrator on the related Interest Determination Date on the basis of the offered rate for one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the offered rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. In such event, the Trust Administrator will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If on such Interest Determination Date, two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If on such Interest Determination Date, fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the higher of (i) LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the priorities described above, LIBOR for an Interest Determination Date would be based on LIBOR for the previous Interest Determination Date for the third consecutive Interest Determination Date, the Trust Administrator, after consultation with the Depositor, shall select an alternative comparable index (over which the Trust Administrator has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer or the Trust Administrator acceptable to the Trustee, if such opinion is delivered to the Trustee, or reasonably acceptable to the Trust Administrator, if such opinion is delivered to the Trust Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

“Optional Termination Date”: The Determination Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans or the Group II Mortgage Loans, as applicable and each related REO Property remaining in the Trust Fund is less than 10% of the aggregate Stated Principal Balance of the Group I Mortgage Loans or the Group II Mortgage Loans, as applicable as of the Cut-off Date.

“Original Mortgage Loan”: Any Mortgage Loans included in Trust Fund as of the Closing Date.

“Originator”: Xxxxx Fargo Bank, N.A.

“Ownership Interest”: As to any Certificate, any ownership or security 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, as owner or as pledgee.

“Pass-Through Rate”: With respect to any class of Class A Certificates or

Mezzanine Certificates and any Distribution Date, the lesser of (x) the related Formula Rate for such Distribution Date and (y) the related Net WAC Rate for such Distribution Date.

With respect to the Class CE-1 Interest and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC I-A Regular Interest I-LTP and (ii) interest on the Uncertificated Principal Balance of each REMIC I-A Regular Interest listed in clause (y) below at a rate equal to the related REMIC I-A Remittance Rate minus the Group I Marker Rate and the denominator of which is (y) the aggregate Uncertificated Balance of REMIC I-A Regular Interest X-XXXX0, X-XXXX0, X-XXXX0, X-XXXX0, X-XXXX0, I-LTAF6A, I-LTAF6B, I-LTAF7 X-XXXX0, X-XXXX0, X-XXXX0, X-XXXX0, X-XXXX0, and I-LTZZ. With respect to the Class CE-1 Certificates, 100% of the interest distributable to the Class CE-1 Interest, expressed as a per annum rate.

With respect to the Class CE-2 Interest and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC II-A Regular Interest II-LTP and (ii) interest on the Uncertificated Principal Balance of each REMIC II-A Regular Interest listed in clause (y) below at a rate equal to the related REMIC II-A Remittance Rate minus the Group II Marker Rate and the denominator of which is (y) the aggregate Uncertificated Balance of REMIC II-A Regular Interest XX-XXXX0, XX-XXXX0, XX-XXXX0, XX-XXXX0, XX-XXXX0, XX-XXXX0, II-LTMV4, II-LTMV5, II-LTMV6, II-LTMV7 and II-LTZZ. With respect to the Class CE-2 Certificates, 100% of the interest distributable to the Class CE-2 Interest, expressed as a per annum rate.

“Paying Agent”: Citibank, N.A. or its successor in interest, or any successor paying agent appointed as herein provided.

“Percentage Interest”: With respect to any Class of Certificates, the portion of the respective Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance or Notional Amount represented by such Certificate, and the denominator of which is the initial aggregate Certificate Principal Balance or Notional Amount of all of the Certificates of such Class. The Class A Certificates and the Mezzanine Certificates are issuable only in minimum Percentage Interests corresponding to minimum initial Certificate Principal Balances of $100,000 and integral multiples of $1.00 in excess thereof. The Class P Certificates are issuable only in Percentage Interests corresponding to initial Certificate Principal Balances of $20 and integral multiples thereof. The Class CE

Certificates are issuable only in minimum Percentage Interests corresponding to minimum initial Certificate Principal Balances of $100,000 and integral multiples of $1.00 in excess thereof; provided, however, that a single Certificate of each such Class of Certificates may be issued having a Percentage Interest corresponding to the remainder of the aggregate initial Certificate Principal Balance or Notional Amount of such Class or to an otherwise authorized denomination for such Class plus such remainder. With respect to any Residual Certificate, the undivided percentage ownership in such Class evidenced by such Certificate, as set forth on the face of such Certificate. The Residual Certificates are issuable in Percentage Interests of 20% and multiples thereof.

“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Trust Administrator or any of their respective Affiliates:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution;

(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by the Rating Agencies in its highest long-term unsecured rating category at the time of such investment or contractual commitment providing for such investment;

(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by the Rating Agencies in its highest short-term unsecured debt rating available at the time of such investment;

(vi) units of money market funds, including money market funds advised by the Trustee, the Trust Administrator or an Affiliate of either of them, that have been rated “AAA” by S&P and “Aaa” by Moody’s; and

(vii) if previously confirmed in writing to the Master Servicer, the Trustee and the Trust Administrator, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies as a

permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Senior Certificates;

provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.

“Permitted Transferee”: Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

“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.

“P&I Advance”: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Distribution Date pursuant to Section 4.03.

“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.

“Policy”: The Certificate Guaranty Insurance Policy No. 05030081 issued by the Certificate Insurer in respect of the Class AF-6B Certificates, a copy of which is attached hereto as Exhibit B.

“Prepayment Assumption”: The Prepayment Assumption assumes a prepayment rate for the Group I Mortgage Loans of 100% of the Fixed-Rate Prepayment Vector and a prepayment rate for the Group II Mortgage Loans of 100% of the Adjustable-Rate Prepayment Vector. A “Fixed-Rate Prepayment Vector” assumes a CPR for the Group I Mortgage Loans of 4% per annum of the then unpaid principal balance of such mortgage loans in the first month of the life of such mortgage loans and an additional approximately 1.7273% (precisely 19%/11) per annum in each month thereafter until the 12^th month. Beginning in the 12^th month and in each month thereafter during the life of such mortgage loans, such prepayment assumption assumes a CPR of 23%. An “Adjustable-Rate Prepayment Vector” assumes a CPR for the Group II Mortgage Loans of 10% per annum of the unpaid principal balance of such mortgage loans in the first month of the life of such mortgage loans and an additional approximately 1.6364% (precisely 18%/11) per annum in each month thereafter until the 12^th month. Beginning in the 12^th month and in each month thereafter until the 23^rd month, such prepayment assumption assumes a CPR of 28%. Beginning in the 24^th month and in each month thereafter until the 27^th month, such prepayment assumption assumes a CPR of 60%. Beginning in the 28^th month and in each month thereafter during the life of such mortgages loans, such prepayment assumption assumes a CPR of 30%. The Prepayment Assumption is used solely for determining the accrual of original issue discount on the Certificates for federal income tax purposes. A CPR (or

Constant Prepayment Rate) represents an annualized constant assumed rate of prepayment each month of a pool of mortgage loans relative to its outstanding principal balance for the life of such pool.

“Prepayment Charge”: With respect to any Prepayment Period, any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note (other than any Servicer Prepayment Charge Payment Amount).

“Prepayment Charge Schedule”: As of any date, the list of Prepayment Charges included in the Trust Fund on such date, attached hereto as Schedule 2 (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall set forth the following information with respect to each Prepayment Charge:

	(i)	the Mortgage Loan identifying number;
	(ii)	a code indicating the type of Prepayment Charge;

(iii) the date on which the first Monthly Payment was due on the related Mortgage Loan;

	(iv)	the term of the related Prepayment Charge;
	(v)	the original Stated Principal Balance of the related Mortgage Loan; and

(vi) the Stated Principal Balance of the related Mortgage Loan as of the Cut-off Date.

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was during the related Prepayment Period the subject of a Principal Prepayment in full or in part that was applied by the Master Servicer to reduce the outstanding principal balance of such loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to interest at the applicable Mortgage Loan Remittance Rate on the amount of such Principal Prepayment for the number of days commencing on the date on which the prepayment is applied and ending on the last day of the related Prepayment Period. The obligations of the Master Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 3.24.

“Prepayment Period”: With respect to any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs.

“Primary Mortgage Insurance Policy”: Each primary policy of mortgage guaranty insurance in effect as represented in the Mortgage Loan Purchase Agreement and as so indicated on the Mortgage Loan Schedule, or any replacement policy therefor obtained by the Master Servicer or any Sub-Servicer pursuant to Section 3.13.

“Prime Rate”: The lesser of (i) the per annum rate of interest, publicly announced from time to time by Chase Manhattan Bank at its principal office in the City of New York, as its

prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Chase Manhattan Bank) and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates.

“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.

“Private Certificates”: Any of the Class MF-5, Class CE, Class P, Class R or Class R-X Certificates.

“Prospectus Supplement”: The Prospectus Supplement, dated September 1, 2005, relating to the public offering of the Class A Certificates and the Mezzanine Certificates (other than the Class MF-5 Certificates).

“PTCE”: A Prohibited Transaction Class Exemption issued by the United States Department of Labor which provides that exemptive relief is available to any party to any transaction which satisfies the conditions of the exemption.

“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 9.01, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer, which payment or advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, minus the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing Advances and P&I Advances and any unpaid Servicing Fees and unpaid Administration Fees allocable to such Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses incurred or to be incurred by the Trust Fund in respect of the breach or defect giving rise to the purchase obligation including any costs and damages incurred by the Trust Fund in connection with any violation of any predatory or abusive lending law with respect to the related Mortgage Loan.

“Qualified Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx Mac.

“Qualified Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) be covered under a Primary Mortgage Insurance Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio in excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage Insurance Policy, (iv) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (v) have the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, and (vi) conform to each representation and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the terms described in clause (viii) shall be determined on the basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios described in clause (iv) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (vi) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

“Rate/Term Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in excess of the existing first mortgage loan on the related Mortgaged Property and related closing costs, and were used exclusively to satisfy the then existing first mortgage loan of the Mortgagor on the related Mortgaged Property and to pay related closing costs.

“Rating Agencies”: S&P, Xxxxx’x and DBRS or their successors. If such agencies or their successors are no longer in existence, the “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, written notice of which designation shall be given to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Certificate Insurer and the Master Servicer.

“Realized Loss”: With respect to each Mortgage Loan as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the commencement of the calendar month in which the Final Recovery Determination was made, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then

accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the proceeds, if any, received in respect of such Mortgage Loan prior to the date such Final Recovery Determination was made, net of amounts that are payable therefrom to the Master Servicer with respect to such Mortgage Loan pursuant to Section 3.11(a)(iii).

With respect to any REO Property as to which a Final Recovery Determination has been made an amount (not less than zero) equal to (i) the unpaid principal balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month that occurs during the Prepayment Period in which such Final Recovery Determination was made, plus (iv) any amounts previously withdrawn from the Collection Account in respect of the related Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate of all Servicing Advances made by the Master Servicer in respect of such REO Property or the related Mortgage Loan (without duplication of amounts netted out of the rental income, Insurance Proceeds and Liquidation Proceeds described in clause (vi) below) and any unpaid Servicing Fees and unpaid Administration Fees for which the Master Servicer has been or, in connection with such Final Recovery Determination, will be reimbursed pursuant to Section 3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property, minus (vi) the total of all net rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property that has been, or in connection with such Final Recovery Determination, will be transferred to the Distribution Account pursuant to Section 3.23.

With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, 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.

With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the portion, if any, of the reduction in each affected Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a court of competent jurisdiction. Each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment.

“Record Date”: With respect to each Distribution Date and any Fixed Rate Certificate, the last Business Day of the month immediately preceding the month in which such

Distribution Date occurs (or in the case of the first Distribution Date, the close of business on the Closing Date). With respect to each Distribution Date and any Floating Rate Certificate so long as such Floating Rate Certificates is a Book-Entry Certificate, the Business Day immediately preceding such Distribution Date. With respect to each Distribution Date and any other Certificates, including any Definitive Certificates, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.

“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.

“Regular Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE Certificate or Class P Certificate.

“Regular Interest”: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

“Reimbursement Amount”: As to any Distribution Date, the sum of (x) (i) all Insured Payments paid by the Certificate Insurer, but for which the Certificate Insurer has not been reimbursed prior to such Distribution Date pursuant to Section 4.01, plus (ii) interest accrued on such Insured Payments not previously repaid, calculated at the Late Payment Rate (as defined in the Insurance Agreement) from the date the Trust Administrator received the related Insured Payments or the date such Insured Payments were made, and (y) without duplication (i) any amounts then due and owing to the Certificate Insurer under the Insurance Agreement plus (ii) interest on such amounts at the Late Payment Rate (as defined in the Insurance Agreement).

“Relief Act”: The Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended or any similar state or local law.

“Relief Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended calendar month as a result of the application of the Relief Act.

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

“REMIC I-A”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) the Group I Mortgage Loans and Prepayment Charges related thereto as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof; (ii) any related REO Property, together with all collections thereon and proceeds thereof; (iii) the Trustee’s rights with respect to the Group I Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof; (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement (including any security interest created thereby); and (v) the Collection Account with respect to the Group I Mortgage Loans (other than any amounts representing any related Servicer Prepayment Charge Payment Amount), the Distribution Account with respect to the Group I Mortgage Loans (other than any amounts

representing any Servicer Prepayment Charge Payment Amount) and any related REO Account, and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, REMIC I-A specifically excludes all payments and other collections of principal and interest due on the Group I Mortgage Loans on or before the Cut-off Date, all Prepayment Charges payable in connection with Principal Prepayments on the Group I Mortgage Loans made before the Cut-off Date, the Group I Net WAC Rate Carryover Reserve Account, the Class AF-1 Cap Contract and related Servicer Prepayment Charge Payment Amounts.

“REMIC I-A Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Group I Mortgage Loans and any related REO Properties then outstanding and (ii) the REMIC I-A Remittance Rate for REMIC I-A Regular Interest I-LTAA minus the Group I Marker Rate, divided by (b) 12.

“REMIC I-A Overcollateralized Amount”: With respect to any date of determination, (i) 1% of the aggregate Uncertificated Balance of the REMIC I-A Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4, REMIC I-A Regular Interest I-LTMF5 and REMIC I-A Regular Interest I-LTP, in each case as of such date of determination.

“REMIC I-A Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4, REMIC I-A Regular Interest I-LTMF5 and REMIC I-A Regular Interest I-LTZZ.

“REMIC I-A Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC I-A issued hereunder and designated as a “regular interest” in REMIC I-A. Each REMIC I-A Regular Interest shall accrue interest at the related REMIC I-A Remittance Rate in effect from time to time or shall otherwise be entitled to interest as set forth herein, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The REMIC I-A Regular Interests are as follows: REMIC I-A Regular Interest I-LTAA, REMIC I-A Regular Interest I-LTZZ, REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular

Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4, REMIC I-A Regular Interest I-LTMF5 and REMIC I-A Regular Interest I-LTP.

“REMIC I-A Remittance Rate”: With respect to any Distribution Date, the rate per annum (adjusted for the actual number of days in the related Interest Accrual Period in the case of the Group I Floating Rate Certificates) equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.

“REMIC I-A Required Overcollateralized Amount”: 1% of the Group I Overcollateralization Target Amount.

“REMIC I-B”: The segregated pool of assets consisting of all of the REMIC I-A Regular Interests conveyed in trust to the Trustee, for the benefit of the Class AF Certificates, the Group I Mezzanine Certificates, the Class CE-1 Interest, the Class P-1 Interest and the Class R-IB Interest and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC I-C”: The segregated pool of assets consisting of the Class CE-1 Interest conveyed in trust to the Trustee, for the benefit of the Class CE-1 Certificates and the Class R-IC Interest and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC I-D”: The segregated pool of assets consisting of the Class P-1 Interest conveyed in trust to the Trustee, for the benefit of the Class P-1 Certificates and the Class R-ID Interest and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC II-A”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) the Group II Mortgage Loans and Prepayment Charges related thereto as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof; (ii) any related REO Property, together with all collections thereon and proceeds thereof; (iii) the Trustee’s rights with respect to the Group II Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof; (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement (including any security interest created thereby); and (v) the Collection Account with respect to the Group II Mortgage Loans (other than any amounts representing any Servicer Prepayment Charge Payment Amount), the Distribution Account with respect to the Group II Mortgage Loans (other than any amounts representing any Servicer Prepayment Charge Payment Amount) and any related REO Account, and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, REMIC II-A specifically excludes all payments and other collections of principal and interest due on the Group II Mortgage Loans on or before the Cut-off Date, all

Prepayment Charges payable in connection with Principal Prepayments on the Group II Mortgage Loans made before the Cut-off Date, the Group II Net WAC Rate Carryover Reserve Account, the Class AV Cap Contract, the Group II Mezzanine Cap Contract, and related Servicer Prepayment Charge Payment Amounts.

“REMIC II-A Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Group II Mortgage Loans and any related REO Properties then outstanding and (ii) the REMIC II-A Remittance Rate for REMIC II-A Regular Interest II-LTAA minus the Group II Marker Rate, divided by (b) 12.

“REMIC II-A Overcollateralized Amount”: With respect to any date of determination, (i) 1% of the aggregate Uncertificated Balance of the REMIC II-A Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-LTMV6, REMIC II-A Regular Interest II-LTMV7, and REMIC II Regular Interest II-LTP, in each case as of such date of determination.

“REMIC II-A Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-LTMV6, REMIC II-A Regular Interest II-LTMV7 and REMIC II-A Regular Interest II-LTZZ.

“REMIC II-A Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC II-A issued hereunder and designated as a “regular interest” in REMIC II-A. Each REMIC II-A Regular Interest shall accrue interest at the related REMIC I-A Remittance Rate in effect from time to time or shall otherwise be entitled to interest as set forth herein, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The REMIC II-A Regular Interests are as follows: REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTZZ, REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-LTMV6, REMIC II-A Regular Interest II-LTMV7 and REMIC II Regular Interest II-LTP.

“REMIC II-A Remittance Rate”: With respect to any Distribution Date, the rate per annum (adjusted for the actual number of days in the related Interest Accrual Period in the case of the Group II Floating Rate Certificates) equal to the weighted average of the Expense

Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.

“REMIC II-A Required Overcollateralized Amount”: 1% of the Group II Overcollateralization Target Amount.

“REMIC II-B”: The segregated pool of assets consisting of all of the REMIC II-A Regular Interests conveyed in trust to the Trustee, for the benefit of the Class AV Certificates, the Group II Mezzanine Certificates, the Class CE-2 Interest, the Class P-2 Interest and the Class R-IIB Interest and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC II-C”: The segregated pool of assets consisting of the Class CE-2 Interest conveyed in trust to the Trustee, for the benefit of the Class CE-2 Certificates and the Class R-IIC Interest and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC II-D”: The segregated pool of assets consisting of the Class P-2 Interest conveyed in trust to the Trustee, for the benefit of the Class P-2 Certificates and the Class R-IID Interest and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

“REMIC Regular Interests”: The REMIC I-A Regular Interests, the REMIC II-A Regular Interests, the Class CE-1 Interest, the Class P-1 Interest, the Class CE-2 Interest and the Class P-2 Interest.

“Remittance Report”: A report in form and substance acceptable to the Trust Administrator and the Trustee prepared by the Master Servicer pursuant to Section 4.03 with such additions, deletions and modifications as agreed to by the Trustee, the Trust Administrator and the Master Servicer.

“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code as being included in the term “rents from real property.”

“REO Account”: The account or accounts maintained by the Master Servicer in respect of an REO Property pursuant to Section 3.23.

“REO Disposition”: The sale or other disposition of an REO Property on behalf of any Trust REMIC.

“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I-A or REMIC II-A, one month’s interest at the applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the close of business on the Distribution Date in such calendar month.

“REO Property”: A Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23.

“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.

“Residential Dwelling”: Any one of the following: (i) an attached or detached one- family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached one-family dwelling in a planned unit development, none of which is a co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx Code, Section 5402(6)).

“Residual Certificates”: Any Class R-1 Certificates, Class R-2 Certificates or Class R-X Certificates.

“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

“Responsible Officer”: When used with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, the President, any vice president, any assistant vice president, the Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any trust officer or assistant trust officer, the Controller and any assistant controller or any other officer thereof customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter relating to this Agreement, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. When used with respect to the Trustee, any officer of the Trustee with direct responsibility for the administration of this Agreement and, with respect to a particular matter relating to this Agreement, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Scheduled Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off Date, the outstanding principal balance of such Mortgage Loan as of such date, net of the principal portion of all unpaid Monthly Payments, if any, due on or before such date; (b) as of any Due Date subsequent to the Cut-off Date up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal portion of each Monthly Payment due on or before such Due Date but subsequent to the Cut-off Date, whether or not received, (ii) all Principal Prepayments received before such Due Date but after the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and Insurance Proceeds received before such Due Date but after the Cut-off Date, net of any portion

thereof that represents principal due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) on a Due Date occurring on or before the date on which such proceeds were received and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation occurring before such Due Date, but only to the extent such Realized Loss represents a reduction in the portion of principal of such Mortgage Loan not yet due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of any Due Date subsequent to the date of its acquisition on behalf of the Trust Fund up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such REO Property, an amount (not less than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan as of the Due Date in the calendar month in which such REO Property was acquired minus the principal portion of each Monthly Payment that would have become due on such related Mortgage Loan after such REO Property was acquired if such Mortgage Loan had not been converted to an REO Property; and (b) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such REO Property, zero.

“Seller”: Citigroup Global Markets Realty Corp. or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

“Servicer Prepayment Charge Payment Amount”: The amounts payable by the Master Servicer in respect of any waived Prepayment Charges pursuant to Section 3.01.

“Servicing Account”: The account or accounts created and maintained pursuant to Section 3.09.

“Servicing Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer in connection with a default, delinquency or other unanticipated event by the Master Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, in respect of a particular Mortgage Loan, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property, and (iv) the performance of its obligations under Section 3.01, Section 3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23. The Master Servicer shall not be required to make any Servicing Advance in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, would not be ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Servicing Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar

month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.

“Servicing Fee Rate”: With respect to each Mortgage Loan, the rate of 0.375% per annum.

“Servicing Officer”: Any employee of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name appear on a list of Servicing Officers furnished by the Master Servicer to the Trustee, the Trust Administrator and the Depositor on the Closing Date, as such list may from time to time be amended.

“Single Certificate”: With respect to any Class of Certificates (other than the Residual Certificates), a hypothetical Certificate of such Class evidencing a Percentage Interest for such Class corresponding to an initial Certificate Principal Balance or Notional Amount of $1,000. With respect to the Class P and the Residual Certificates, a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in such Class.

“S&P”: Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc., or its successor in interest.

“Startup Day”: With respect to any Trust REMIC, the day designated as such pursuant to Section 10.01(b) hereof.

“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date, to the extent received from the Mortgagor or advanced by the Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all Principal Prepayments received after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Master Servicer as recoveries of principal in accordance with the provisions of Section 3.16, to the extent distributed pursuant to Section 4.01 on or before such date of determination, and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Prepayment Period for the most recent Distribution Date coinciding with or preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust Fund, minus, the principal portion of Monthly Payments that would have become due on such related Mortgage Loan after such REO Property was acquired if such Mortgage Loan had not been converted to an REO Property, to the extent advanced by the

Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.

“Stayed Funds”: If the Master Servicer is the subject of a proceeding under the federal Bankruptcy Code and the making of any payment required to be made under the terms of the Certificates and this Agreement is prohibited by Section 362 of the federal Bankruptcy Code, funds which are in the custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court and should have been the subject of such Remittance absent such prohibition.

“Sub-Servicer”: Any Person (i) with which the Master Servicer has entered into a Sub- Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02 or (ii) in the case of the Initial Sub-Servicing Agreement, Xxxxx Fargo or a successor that is the servicer under the Initial Sub-Servicing Agreement.

“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 3.08 and is otherwise acceptable to the Master Servicer.

“Sub-Servicing Agreement”: Either (i) the written contract between the Master Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02 or (ii) the Initial Sub-Servicing Agreement.

“Subsequent Recoveries”: As of any Distribution Date, amounts received by the Trust Fund (net of any related expenses permitted to be reimbursed to the related Sub-Servicer or the Master Servicer from such amounts under the related Sub-Servicing Agreement or hereunder) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.

“Substitution Shortfall Amount”: As defined in Section 2.03(d) hereof.

“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any Trust REMIC due to its classification as a REMIC under the REMIC Provisions, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

“Telerate Page 3750”: The display designated as page “3750” on the Dow Xxxxx Telerate Capital Markets Report (or such other page as may replace page 3750 on that report for the purpose of displaying London interbank offered rates of major banks).

“Termination Price”: As defined in Section 9.01.

“Terminator”: As defined in Section 9.01.

“Trailing Recoveries”: Any Insurance Proceeds, Liquidation Proceeds and other payments or recoveries on a Mortgage Loan received or collected by the Master Servicer after a Final Recovery Determination has been made with respect to such Mortgage Loan or related REO Property.

“Transfer”: Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.

“Transferee”: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

“Transferor”: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

“Trust Administrator”: CitiMortgage, Inc., or its successor in interest, or any successor trust administrator appointed as herein provided.

“Trust Fund”: Collectively, all of the assets of each Trust REMIC, the Net WAC Rate Carryover Reserve Account, the Cap Contracts, Servicer Prepayment Charge Payment Amounts and the other assets conveyed by the Depositor to the Trustee pursuant to Section 2.01.

“Trust REMIC”: Any of REMIC I-A, REMIC I-B, REMIC I-C, REMIC I-D, REMIC II-A, REMIC II-A, REMIC II-B, REMIC II-C and REMIC II-D.

“Trustee”: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as herein provided.

“Uncertificated Balance”: The amount of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of each REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.01 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.04. The Uncertificated Balances of REMIC I-A Regular Interest I-LTZZ and REMIC II-A Regular Interest II-LTZZ shall be increased by interest deferrals as provided in Section 4.01). With respect to the Class CE-1 Interest as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC I-A Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class AF Certificates, Class MF Certificates and the Class P-1 Certificates then outstanding. With respect to the Class CE-2 Interest as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC II-A Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class AV Certificates, Class MV Certificates and the Class P-2 Certificates then outstanding. The Uncertificated Balance of each REMIC Regular Interest shall never be less than zero.

“Uncertificated Interest”: With respect to any REMIC Regular Interest for any Distribution Date, one month’s interest at the REMIC I-A Remittance Rate or the REMIC II-A Remittance Rate, as the case may be, applicable to such REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated Balance thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of any REMIC Regular Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall in respect of the Group I or Group II Mortgage Loans, as the case may be, if any, for such Distribution Date to the extent not covered by payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief Act Interest Shortfall in respect of the Group I or Group II Mortgage Loans, as the case may be, if any allocated, in each case, to such REMIC Regular Interest pursuant to Section 1.02. In addition, Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest shall be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.

“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.14.

“United States Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations); provided that, for purposes solely of the restrictions on the transfer of the Class R Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate whose income is subject to United States federal income tax 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 United States Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence. The term “United States” shall have the meaning set forth in Section 7701 of the Code.

“Value”: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser.

“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. With respect to any date of determination, 98% of all Voting Rights will be allocated among the holders of the Class A Certificates, the Mezzanine Certificates and the Class CE Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights will be allocated to the holders of the Class P Certificates and 1% of all Voting Rights will be allocated among the holders of the Residual Certificates. The Voting Rights allocated to each Class of Certificate shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date. Notwithstanding any of the foregoing, unless a Certificate Insurer Default is continuing, on any date on which any Class AF-6B Certificates are outstanding, or any amounts are owed to the Certificate Insurer under the Insurance Agreement or this Agreement, the Certificate Insurer will have all Voting Rights of the Class AF-6B Certificates.

“Xxxxx Fargo”: Xxxxx Fargo Bank, N.A.

SECTION 1.02

Allocation of Certain Interest Shortfalls.

For purposes of calculating the Interest Distribution Amount for the Class A Certificates, the Mezzanine Certificates and the Class CE Certificates for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfall incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to the related Class CE Certificates based on, and to the extent of, one month’s interest at the then applicable Pass-Through Rate on the Notional Amount of such Class CE Certificates and, thereafter, among the related Class A Certificates and Mezzanine Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rate on the respective Certificate Principal Balance of each such Certificate immediately prior to such Distribution Date.

For purposes of calculating the amount of Uncertificated Interest for the REMIC I-A Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls incurred in respect of the Group I Mortgage Loans for any Distribution Date shall be allocated among REMIC I-A Regular Interest I-LTAA, REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4, REMIC I-A Regular Interest I-LTMF5 and REMIC I-A Regular Interest I-LTZZ on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rate on the respective Uncertificated Balance of each such REMIC I-A Regular Interest.

For purposes of calculating the amount of Uncertificated Interest for the REMIC II-A Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to

Section 3.24) and any Relief Act Interest Shortfalls incurred in respect of the Group II Mortgage Loans for any Distribution Date shall be allocated among REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest I-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest I-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-A LTMV6, REMIC II-A Regular Interest II-LTMV7 and REMIC II-A Regular Interest II-LTZZ on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rate on the respective Uncertificated Balance of each such REMIC II-A Regular Interest.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01

Conveyance of Mortgage Loans.

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement (except Section 18 thereof), and all other assets included or to be included in REMIC I-A and REMIC II-A. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the Trustee acknowledges receipt of the same on behalf of the Certificateholders.

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee or a Custodian on its behalf, the following documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan so transferred and assigned:

(i) The Mortgage Note, endorsed by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee;

(ii) The original recorded Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original;

(iii) unless the Mortgage Loan is registered on the MERS® System, an assignment from the Originator or an Affiliate of the Originator to the Trustee in recordable form of the Mortgage which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to the Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the presence of the MIN, if the Mortgage Loan is registered on the MERS® System);

(iv) Any original assumption, modification, buydown or conversion-to- fixed-interest-rate agreement applicable to the Mortgage Loan;

(v) With respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject to a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance Policy or certificate or a copy thereof; and

(vi) The original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender’s recording instructions, with the original to be delivered within 180 days of the Closing Date or an attorney’s opinion of title in jurisdictions where such is the customary evidence of title.

In instances where an original recorded Mortgage cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with the recording of such Mortgage, the Depositor may, (a) in lieu of delivering such original recorded Mortgage referred to in clause (ii) above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a copy thereof, provided that the Depositor certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) above to the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment to the Trustee (or a Custodian on behalf of the Trustee) completed except for recording information. In all such instances, the Depositor will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of such Mortgage. In instances where an original recorded Mortgage has been lost or misplaced, the Depositor or the related title insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (vi) above (which may be a certificate relating to a master policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, the Depositor may, in lieu of delivering the original or a copy of such title insurance referred to in clause (vi) above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a binder with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Trustee (or a Custodian on behalf of the Trustee) within 180 days of the Closing Date, in instances where an original assumption, modification, buydown or conversion-to-fixed- interest-rate agreement cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement, the Depositor may, in lieu of delivering the original of such agreement referred to in clause (iv) above, deliver a certified copy thereof.

To the extent not already recorded, except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Master Servicer, at the expense of the Seller shall

promptly (and in no event later than five Business Days following the later of the Closing Date and the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to any Trust REMIC, in the appropriate public office for real property records, each Assignment delivered to it pursuant to (iii) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer, at the expense of the Seller, shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, but without limiting the requirement that such Assignments be in recordable form, neither the Master Servicer nor the Trustee shall be required to submit or cause to be submitted for recording any Assignment delivered to it or a Custodian pursuant to (iii) above if such recordation shall not, as of the Closing Date, be required by the Rating Agencies, as a condition to their assignment on the Closing Date of their initial ratings to the Certificates, as evidenced by the delivery by the Rating Agencies of their ratings letters on the Closing Date; provided, however, notwithstanding the foregoing, the Master Servicer shall submit each Assignment for recording, at no expense to the Trust Fund or the Master Servicer, upon the earliest to occur of: (A) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (B) the occurrence of a Master Servicer Event of Termination, (C) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (D) the occurrence of a servicing transfer as described in Section 7.02 of this Agreement and (E) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Seller fails to pay the cost of recording the Assignments, such expense will be paid by the Master Servicer and the Master Servicer shall be reimbursed for such expenses by the Trust as set forth herein.

In connection with the assignment of any Mortgage Loan registered on the MERS System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not and will not permit a Sub-Servicer to, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

With respect to a maximum of approximately 5.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in (I)(i) or (II)(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee (or a Custodian on behalf of the Trustee) of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee (or a Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trustee (or a Custodian on behalf of the Trustee) within three Business Days.

The Depositor shall deliver or cause to be delivered to the Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan.

All original documents relating to the Mortgage Loans that are not delivered to the Trustee (or a Custodian on behalf of the Trustee) are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee (or a Custodian on behalf of the Trustee). Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer.

Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, the Depositor shall do so by delivery thereof to the Trustee or a Custodian on behalf of the Trustee.

The parties hereto understand and agree that it is not intended that any mortgage loan be included in the trust that is a high-cost home loan as defined by HOEPA or any other applicable predatory or abusive lending laws.

The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the related Cap Contract on the Closing Date and thereafter on behalf of the Trust and the Holders of the Floating Rate Certificates. The Seller, the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform the Trust Fund’s obligations under the related Cap Contract and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity.

SECTION 2.02

Acceptance of the Trust Fund by the Trustee.

Subject to the provisions of Section 2.01 and subject to any exceptions noted on an exception report delivered by or on behalf of the Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Sections 2.01(I)(v) and (II)(viii)) above and all other assets included in the definition of “Trust Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer.

The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee (or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust

Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders and the Certificate Insurer. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee, the Certificateholders and the Certificate Insurer, review each Mortgage File within 90 days after execution and delivery of this Agreement, to ascertain that all required documents have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans. If in the course of such review the Trustee or the Custodian on its behalf finds a document or documents constituting a part of a Mortgage File to be defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master Servicer, the Certificate Insurer and, if such notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.

The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and the Certificate Insurer and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all present and future Certificateholders and the Certificate Insurer, which may provide that the Custodian shall, on behalf of the Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. Initially, Citibank West, N.A. is appointed as Custodian with respect to the Mortgage Files of all the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and the Certificate Insurer and related duties and obligations set forth herein).

SECTION 2.03

Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor.

(a) Upon discovery or receipt of notice by the Depositor, the Master Servicer, the Trust Administrator or the Trustee of any materially defective document in, or that a

document is missing from, a Mortgage File or of the breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders and the Certificate Insurer (such determination to be made without regard to the Policy), the party so discovering or receiving notice shall promptly notify the other parties to this Agreement and the Certificate Insurer, and the Trustee thereupon shall promptly notify the Seller of such defect, missing document or breach and request that the Seller deliver such missing document or cure such defect or breach within 90 days from the date the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement (i) to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date on which the Seller was notified (subject to Section 2.03(e)) of such missing document, defect or breach, and (ii) to indemnify the Trust Fund in respect of such missing document, defect or breach, in the case of each of (i) and (ii), if and to the extent that the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan and any indemnification shall be remitted by the Seller to the Master Servicer for deposit into the Collection Account, and the Trust Administrator, upon receipt of written notice from the Master Servicer of such deposit, shall give written notice to the Trustee that such deposit has taken place and the Trustee shall release (or cause the Custodian to release on its behalf) to the Seller the related Mortgage File, and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto, and the Trustee and the Trust Administrator shall have no further responsibility with regard to such Mortgage File. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Seller pursuant to the Mortgage Loan Purchase Agreement at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS rules and regulations. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement the Seller may cause such Mortgage Loan to be removed from REMIC I-A or REMIC II-A (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d). It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing, and if and to the extent provided in the Mortgage Loan Purchase Agreement to perform any applicable indemnification obligations with respect to any such omission, defect or breach, as provided in the Mortgage Loan Purchase Agreement, shall constitute the only remedies respecting such omission, defect or breach available to the Trustee or the Trust Administrator on behalf of the Certificateholders.

(b) Notwithstanding anything to the contrary in this Section 2.03, with respect to any breach by the Seller of the representation and warranty set forth in Section 5(a)(vii) of the Mortgage Loan Purchase Agreement, which breach materially and adversely affects the value of any Prepayment Charge or the interests of the Certificateholders or the Certificate Insurer

therein, Trustee shall enforce the obligation of the Seller to remedy such breach as provided in the Mortgage Loan Purchase Agreement as follows: upon any Principal Prepayment with respect to the affected Mortgage Loan, the Seller shall pay or cause to be paid to the Purchaser the excess, if any, of (x) the amount of such Prepayment Charge calculated as set forth in the Mortgage Loan Schedule and (y) the amount collected from the Mortgagor in respect of such Prepayment Charge.

(c) Within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer in any Mortgage Loan, the Master Servicer shall cure such breach in all material respects.

(d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the date which is two years after the Startup Day for REMIC I-A and REMIC II-A.

As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller delivering to the Trustee (or to the Custodian on behalf of the Trustee, as applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Custodian on its behalf and on behalf of the Trustee shall, for the benefit of the Certificateholders and the Certificate Insurer, review each Mortgage File within 90 days after execution and delivery of this Agreement, to ascertain that all required documents have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans. If in the course of such review the Trustee or the Custodian on its behalf finds a document or documents constituting a part of a Mortgage File to be defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Seller, the Certificate Insurer and the Master Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Seller. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Trust Administrator shall give or cause to be given written notice to the Trustee, the Certificateholders and the Certificate Insurer that such substitution has taken place, and the Trust Administrator shall amend or cause the Custodian to amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and, upon receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule to the Master Servicer and the Certificate Insurer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement (including all

applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement), in each case as of the date of substitution.

For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month’s interest on such Scheduled Principal Balance at the applicable Mortgage Rate. On the date of such substitution, the Trustee will monitor the obligation of the Seller to deliver or cause to be delivered, and shall request that such delivery be to the Master Servicer for deposit in the Collection Account, an amount equal to the Substitution Shortfall Amount, if any, and the Trustee (or the Custodian on behalf of the Trustee, as applicable), upon receipt of the related Qualified Substitute Mortgage Loan or Loans and written notice given by the Master Servicer of such deposit, shall release to the Seller the related Mortgage File or Files and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

In addition, the Seller shall obtain at its own expense and deliver to the Trustee, the Trust Administrator and the Certificate Insurer an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

(e) Upon discovery by the Depositor, the Master Servicer, the Trust Administrator or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties to this Agreement, and the Trustee shall give written notice thereof to the Seller. In connection therewith, the Seller pursuant to the Mortgage Loan Purchase Agreement or the Depositor pursuant to this Agreement shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made by (i) the Seller if the affected Mortgage Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Seller under the Mortgage Loan Purchase Agreement or (iii) the Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is a breach of no representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Sections 2.03(a). The Trustee shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased by the Seller for breach of a representation or warranty.

SECTION 2.04

Reserved.

SECTION 2.05

Representations, Warranties and Covenants of the Master Servicer.

The Master Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders, the Certificate Insurer and to the Depositor that as of the Closing Date or as of such date specifically provided herein:

(i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the 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 and to service the Mortgage Loans in accordance with the terms of this Agreement;

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

(iii) The execution and delivery of this Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter or by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a 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 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 a party to, bound by, or in breach or violation of any

indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;

(iv) The Master Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act;

(v) No litigation is pending 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 service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;

(vii) The Master Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Master Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; and

(viii) The Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor, the Certificateholders and the Certificate Insurer. Upon discovery by any of the Depositor, the Master Servicer, the Certificate Insurer, the Trust Administrator or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Certificateholders or the Certificate Insurer, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Trustee. Subject to Section 7.01, the obligation of the Master Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Master Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders

respecting a breach of the representations, warranties and covenants contained in this Section 2.05.

SECTION 2.06

Issuance of the Certificates.

The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or to the Custodian on its behalf of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I delivered on the date hereof, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery of such assets delivered on the date hereof and in exchange therefor, the Trust Administrator, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, and the Authenticating Agent has authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates constitute the entire beneficial ownership interest in REMIC II.

SECTION 2.07

Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee.

(a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I-A for the benefit of the holders of the REMIC I-A Regular Interests (which are uncertificated) and the Class R-1 Certificates (in respect of the Class R-IA Interest). The Trustee (or the Custodian on its behalf, as applicable) acknowledges receipt of the assets described in the definition of REMIC I-A and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC I-A Regular Interests and the Class R-1 Certificates (in respect of the Class R-IA Interest). The interests evidenced by the Class R-IA Interest, together with the REMIC I-A Regular Interests, constitute the entire beneficial ownership interest in REMIC I-A.

(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I-A Regular Interests (which are uncertificated) for the benefit of the Holders of the Group I Certificates, the Class CE-1 Interest, the Class P-1 Interest and the Class R-1 Certificates (in respect of the Class R-IB Interest). The Trustee acknowledges receipt of the REMIC I-A Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Group I Certificates, the Class CE-1 Interest, the Class P-1 Interest and the Class R-1 Certificates (in respect of the Class R-IB Interest). The interests evidenced by the Class R-IB Interest, together with the Group I Certificates, the Class CE-1 Interest and the Class P-1 Interest, constitute the entire beneficial ownership interest in REMIC I-B.

(c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class CE-1 Interest (which is uncertificated) for the benefit of the Holders of the Class CE-1 Certificates and the Class R-X

Certificates (in respect of the Class R-IC Interest). The Trustee acknowledges receipt of the Class CE-1 Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class CE-1 Certificates and the Class R-X Certificates (in respect of the Class R-IC Interest). The interests evidenced by the Class R-IC Interest, together with the Class CE-1 Certificates, constitute the entire beneficial ownership interest in REMIC I-C.

(d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P-1 Interest (which is uncertificated) for the benefit of the Holders of the Class P-1 Certificates and the Class R-X Certificates (in respect of the Class R-ID Interest). The Trustee acknowledges receipt of the Class P-1 Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class P-1 Certificates and the Class R-X Certificates (in respect of the Class R-ID Interest). The interests evidenced by the Class R-ID Interest, together with the Class CE-1 Certificates, constitute the entire beneficial ownership interest in REMIC I-D.

(e) Concurrently with (i) the assignment and delivery to the Trustee of REMIC I-A and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC I-B (including the Residual Interest therein represented by the Class R-IB Interest), (iii) the assignment and delivery to the Trustee of REMIC I-C (including the Residual Interest therein represented by the Class R-IC Interest), (iv) the assignment and delivery to the Trustee of REMIC I-D (including the Residual Interest therein represented by the Class R-ID Interest), and the acceptance by the Trustee thereof, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Group I Certificates, the Class CE-1 Certificates and the Class P-1 Certificates in authorized denominations, the Class R-1 Certificates in authorized denominations evidencing the Class R-IA Interest and the Class R-IB Interest and the Class R-X Certificates in authorized denominations evidencing the Class R-IC Interest and the Class R-ID Interest.

(f) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC II-A for the benefit of the holders of the REMIC II-A Regular Interests (which are uncertificated) and the Class R-2 Certificates (in respect of the Class R-IIA Interest). The Trustee (or the Custodian on its behalf, as applicable) acknowledges receipt of the assets described in the definition of REMIC II-A and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II-A Regular Interests and the Class R-2 Certificates (in respect of the Class R-IIA Interest). The interests evidenced by the Class R-IIA Interest, together with the REMIC II-A Regular Interests, constitute the entire beneficial ownership interest in REMIC II-A.

(g) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II-A Regular Interests (which

are uncertificated) for the benefit of the Holders of the Group II Certificates, the Class CE-2 Interest, the Class P-2 Interest and the Class R-2 Certificates (in respect of the Class R-IIB Interest). The Trustee acknowledges receipt of the REMIC II-A Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Group II Certificates, the Class CE-2 Interest, the Class P-2 Interest and the Class R-2 Certificates (in respect of the Class R-IIB Interest). The interests evidenced by the Class R-IIB Interest, together with the Group II Certificates, the Class CE-2 Interest and the Class P-2 Interest, constitute the entire beneficial ownership interest in REMIC II-B.

(h) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class CE-2 Interest (which is uncertificated) for the benefit of the Holders of the Class CE-2 Certificates and the Class R-X Certificates (in respect of the Class R-IIC Interest). The Trustee acknowledges receipt of the Class CE-2 Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class CE-2 Certificates and the Class R-X Certificates (in respect of the Class R-IC Interest). The interests evidenced by the Class R-IIC Interest, together with the Class CE-2 Certificates, constitute the entire beneficial ownership interest in REMIC II-C.

(i) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P-2 Interest (which is uncertificated) for the benefit of the Holders of the Class P-2 Certificates and the Class R-X Certificates (in respect of the Class R-IID Interest). The Trustee acknowledges receipt of the Class P-2 Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class P-2 Certificates and the Class R-X Certificates (in respect of the Class R-IID Interest). The interests evidenced by the Class R-IID Interest, together with the Class CE-2 Certificates, constitute the entire beneficial ownership interest in REMIC II-D.

(j) Concurrently with (i) the assignment and delivery to the Trustee of REMIC II-A and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC II-B (including the Residual Interest therein represented by the Class R-IIB Interest), (iii) the assignment and delivery to the Trustee of REMIC II-C (including the Residual Interest therein represented by the Class R-IIC Interest), (iv) the assignment and delivery to the Trustee of REMIC II-D (including the Residual Interest therein represented by the Class R-IID Interest), and the acceptance by the Trustee thereof, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Group II Certificates, the Class CE-2 Certificates and the Class P-2 Certificates in authorized denominations, the Class R-2 Certificates in authorized denominations evidencing the Class R-IIA Interest and the Class R-IIB Interest and the Class R-X Certificates in authorized denominations evidencing the Class R-IIC Interest and the Class R-IID Interest.

ARTICLE III

ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS

SECTION 3.01

Master Servicer to Act as Master Servicer.

The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and the Certificate Insurer (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:

(i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor;

(ii) the ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;

(iii) the Master Servicer’s obligation to make P&I Advances or Servicing Advances; or

(iv) the Master Servicer’s or any Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction.

To the extent consistent with the foregoing, the Master Servicer (a) shall seek the timely and complete recovery of principal and interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Master Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge or any portion thereof is waived for any reason other than as permitted by meeting the standards described in clauses (i) and (ii) above, then the Master Servicer shall be required to pay the amount of such waived Prepayment Charge, as a Servicer Prepayment Charge Payment Amount, for the benefit of the Holders of the P Certificates, by depositing such amount into the Collection Account together with and at the time that amounts prepaid on the related Mortgage Loan are required to be deposited into the Collection Account.

To the extent consistent with the foregoing, the Master Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of

the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders and the Certificate Insurer. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Primary Mortgage Insurance Policy and any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to the Master Servicer a power of attorney to carry out such duties. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney.

In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub- Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS System, or cause the removal from the registration of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses (i) incurred as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System or (ii) if the affected Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable, incurred in connection with the actions described in the preceding sentence, shall be subject to withdrawal by the Master Servicer from the Collection Account.

Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.03) and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan (except with respect to a Mortgage Loan that is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable) that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions.

The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.

SECTION 3.02

Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.

(a) The Master Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by the Rating Agencies of the rating on any Class of Certificates) with Sub-Servicers, for the servicing and administration of the Mortgage Loans. As of the Cut-Off Date, Xxxxx Fargo is the Sub-Servicer with respect to the Mortgage Loans and in such capacity Xxxxx Fargo will be primarily responsible for the servicing of such Mortgage Loans.

(b) Each Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts of which are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub- Servicing

Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Trust Administrator copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments.

(c) As part of its servicing activities hereunder, the Master Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee, the Certificateholders and the Certificate Insurer, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement and of the Seller under the Mortgage Loan Purchase Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub- Servicing Agreement, or to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.03(a). Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-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, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.

SECTION 3.03

Successor Sub-Servicers.

The Master Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Master Servicer without any act or deed on the part of such Sub-Servicer or the Master Servicer, and the Master Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02.

Any Sub-Servicing Agreement (other than any Initial Sub-Servicing Agreement) shall include the provision that such agreement may be immediately terminated by the Trustee or the Trust Administrator without fee, in accordance with the terms of this Agreement, in the event that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to a Master Servicer Event of Default).

SECTION 3.04

Liability of the Master Servicer.

Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee and the Certificateholders and the

Certificate Insurer for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub- Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

SECTION 3.05

No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateholders.

Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such shall be deemed to be between the Sub-Servicer and the Master Servicer alone, and the Trustee, the Trust Administrator and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer except as set forth in Section 3.06. The Master Servicer shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective of whether the Master Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees.

SECTION 3.06

Assumption or Termination of Sub-Servicing Agreements by Trustee.

In the event the Master Servicer shall for any reason no longer be the master servicer (including by reason of the occurrence of a Master Servicer Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Master Servicer under each Sub-Servicing Agreement that the Master Servicer may have entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03. Upon such assumption, the Trustee, its designee or the successor servicer for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement had been assigned to the assuming party, except that (i) the Master Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any successor Master Servicer shall be deemed to have assumed any liability or obligation of the Master Servicer that arose before it ceased to be the Master Servicer.

The Master Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub- Servicing Agreements to the assuming party.

SECTION 3.07

Collection of Certain Mortgage Loan Payments.

The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Mortgage Insurance Policy and any other applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing and the servicing standards set forth in Section 3.01, the Master Servicer may in its discretion (i) waive any late payment charge or, if applicable, penalty interest, only upon determining that the coverage of such Mortgage Loan by the related Primary Mortgage Insurance Policy, if any, will not be affected, or (ii) extend the due dates for Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Master Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.03 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master Servicer, consistent with the standards set forth in Section 3.01, may waive, modify or vary any term of such Mortgage Loan (including modifications that change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan (such payment, a “Short Pay-off”) or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor, if in the Master Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders or the Certificate Insurer (taking into account any estimated Realized Loss that might result absent such action).

SECTION 3.08

Sub-Servicing Accounts.

In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Account shall be an Eligible Account and shall comply with all requirements of this Agreement relating to the Collection Account (provided, however, that in the case of the Initial Sub-Servicing Agreement, the applicable Sub-Servicing Account shall comply with all requirements of the Initial Sub-Servicing Agreement relating to the Custodial Account as defined therein). The Sub-Servicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement, and shall thereafter deposit such amounts in the Sub-Servicing Account, in no event more than one Business Day after the deposit of such funds into the clearing account. The Sub-Servicer shall thereafter remit such proceeds to the Master Servicer for deposit in the Collection Account

not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement, at such time as is required pursuant to the terms of the Initial Sub-Servicing Agreement). For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.

SECTION 3.09

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

The Master Servicer shall establish and maintain (or cause a Sub-Servicer to establish and maintain) one or more accounts (the “Servicing Accounts”), into which all collections from the Mortgagors (or related advances from Sub-Servicers) for the payment of ground rents, taxes, assessments, fire and hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges, sewer rents and comparable items for the account of the Mortgagors (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible Accounts. The Master Servicer (or the applicable Sub-Servicer) shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s (or the applicable Sub-Servicer’s) receipt thereof, all Escrow Payments collected on account of the Mortgage Loans and shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no event more than one Business Day after the deposit of such funds in the clearing account, for the purpose of effecting the payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from a Servicing Account may be made only to (i) effect payment of Escrow Payments; (ii) reimburse the Master Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out of related collections for any advances made pursuant to Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to Mortgagors on balances in the Servicing Account; (v) clear and terminate the Servicing Account at the termination of the Master Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article IX; or (vi) recover amounts deposited in error. As part of its servicing duties, the Master Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law and, to the extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. To the extent that a Mortgage does not provide for Escrow Payments, the Master Servicer shall determine whether any such payments are made by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure of a tax lien. The Master Servicer assumes full responsibility for the payment of all such bills and shall effect payments of all such bills irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.

SECTION 3.10

Collection Account and Distribution Account.

(a) On behalf of the Trust Fund, the Master Servicer shall establish and maintain one or more separate, segregated trust accounts (such account or accounts, the “Collection Account”), held in trust for the benefit of the Trustee, the Certificateholders and the Certificate Insurer. On behalf of the Trust Fund, the Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than one Business Day after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it from and after the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:

(i) all payments on account of principal, including Principal Prepayments (but not Prepayment Charges), on the Mortgage Loans;

(ii) all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan;

(iii) all Insurance Proceeds, Trailing Recoveries and Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Master Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01);

(iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;

(v) any amounts required to be deposited by the Master Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy deductibles;

(vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03 or Section 9.01;

(vii) all amounts required to be deposited in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;

(viii) all Prepayment Charges collected by the Master Servicer and any Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans.

For purposes of the immediately preceding sentence, the Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of substitution.

The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption fees (other than Prepayment Charges) need not be deposited by the Master Servicer in the Collection Account. In the event the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

(b) On behalf of the Trust Fund, the Paying Agent on behalf of the Trust Administrator shall establish and maintain one or more separate, segregated trust accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Certificateholders and the Certificate Insurer. On behalf of the Trust Fund, the Master Servicer shall deliver to the Paying Agent in immediately available funds for deposit in the Distribution Account on or before 12:00 p.m. New York time (i) on the Master Servicer Remittance Date, that portion of the Group I Available Distribution Amount and the Group II Available Distribution Amount, as applicable, (calculated without regard to the subtraction therefrom of the Credit Risk Manager Fee or any amounts described in clause (ii)(a) of the definition thereof) for the related Distribution Date then on deposit in the Collection Account, the amount of all Prepayment Charges collected during the applicable Prepayment Period by the Master Servicer and Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans then on deposit in the Collection Account and (ii) on each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000 following any withdrawals pursuant to the next succeeding sentence, the amount of such excess, but only if the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account.” If the balance on deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account,” the Master Servicer shall, on or before 12:00 p.m. New York time on such Business Day, withdraw from the Collection Account any and all amounts payable or reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons entitled thereto.

(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Master Servicer shall give notice to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Insurer and the Depositor of the location of the Collection Account maintained by it when established and prior to any change thereof. The Paying Agent shall give notice to the Master Servicer, the Trust Administrator, the Paying Agent, the Certificate Insurer and the Depositor of the location of the Distribution Account when established and prior to any change thereof. Funds on deposit in the Net WAC Rate Carryover Reserve Accounts may be invested in Permitted Investments in accordance with Section 3.12 subject to any limitations set forth in Section 4.06, and any investment earnings or interest paid shall accrue to the benefit of the party designated in such section.

(d) Funds held in the Collection Account at any time may be delivered by the Master Servicer to the Paying Agent on behalf of the Trust Administrator for deposit in an account (which may be the Distribution Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of the Collection Account; provided, however, that the Paying Agent shall have the sole authority to withdraw any funds held pursuant to this subsection (d). In the event the Master Servicer shall deliver to the Paying Agent for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Paying Agent withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding. In addition, the Master Servicer shall deliver to the Paying Agent from time to time for deposit, and upon written notification from the Master Servicer, the Paying Agent shall so deposit, in the Distribution Account:

(i)

any P&I Advances, as required pursuant to Section 4.03;

(ii) any amounts required to be deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;

(iii) any amounts to be paid by the Master Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01;

(iv) any amounts required to be deposited pursuant to Section 3.24 in connection with any Prepayment Interest Shortfalls; and

(v) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters.

(e) Promptly upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Paying Agent shall deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder.

(f) The Master Servicer shall deposit in the Collection Account any amounts required to be deposited pursuant to Section 3.12(b) in connection with losses realized on Permitted Investments with respect to funds held in the Collection Account.

SECTION 3.11

Withdrawals from the Collection Account and Distribution Account.

(a) The Master Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.03:

(i) to remit to the Paying Agent for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted pursuant to the first sentence of Section 3.10(d);

(ii) subject to Section 3.16(d), to reimburse the Master Servicer for P&I Advances, but only to the extent of amounts received which represent Late

Collections (net of the related Servicing Fees) of Monthly Payments on Mortgage Loans with respect to which such P&I Advances were made in accordance with the provisions of Section 4.03;

(iii) subject to Section 3.16(d), to pay the Master Servicer or any Sub- Servicer (A) any unpaid Servicing Fees and unpaid Administration Fees, (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance Proceeds or other amounts as may be collected by the Master Servicer from a Mortgagor, or otherwise received with respect to such Mortgage Loan and (C) any nonrecoverable Servicing Advances following the final liquidation of a Mortgage Loan, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Master Servicer or any Sub-Servicer for such Servicing Advances;

(iv) to pay to the Master Servicer as servicing compensation (in addition to the Servicing Fee and the Administration Fee) on the Master Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account;

(v) to pay to the Master Servicer, the Depositor or the Seller, as the case may be, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;

(vi) to reimburse the Master Servicer for any P&I Advance previously made which the Master Servicer has determined to be a Nonrecoverable P&I Advance in accordance with the provisions of Section 4.03;

(vii) to reimburse the Master Servicer or the Depositor for expenses incurred by or reimbursable to the Master Servicer or the Depositor, as the case may be, pursuant to Section 6.03;

(viii) to reimburse the Master Servicer, the Trust Administrator or the Trustee, as the case may be, for expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 or Section 2.04 of this Agreement that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;

(ix) to pay, or to reimburse the Master Servicer for advances in respect of expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);

(x)

[reserved]; and

(xi) to clear and terminate the Collection Account pursuant to Section 9.01.

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, to the extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Master Servicer shall provide written notification to the Trustee, the Trust Administrator, the Certificate Insurer, and the Paying Agent, on or prior to the next succeeding Master Servicer Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vii) above.

(b) The Paying Agent shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:

(i) to make distributions to Certificateholders in accordance with Section 4.01;

(ii) to pay to itself any interest income earned on funds deposited in the Distribution Account pursuant to Section 3.12(c);

(iii) to reimburse the Trust Administrator or the Trustee pursuant to Section 7.02;

	(iv)	to pay any amounts in respect of taxes pursuant to 10.01(g)(iii);
	(v)	to pay any Extraordinary Trust Fund Expenses;

(vi) to reimburse the Paying Agent or the Trustee for any P&I Advance made by it under Section 7.01 (if not reimbursed by the Master Servicer) to the same extent the Master Servicer would be entitled to reimbursement under Section 3.11(a); and

(vii) to clear and terminate the Distribution Account pursuant to Section 9.01.

SECTION 3.12

Investment of Funds in the Collection Account and the Distribution Account.

(a) The Master Servicer may direct any depository institution maintaining the Collection Account (for purposes of this Section 3.12, an “Investment Account”), and the Paying Agent may direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.12, also an “Investment Account”), to hold the funds in such Investment Account uninvested or to invest the funds in such Investment Account in one or more Permitted Investments specified in such instruction bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Paying Agent is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if

the Paying Agent is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trust Administrator (in its capacity as such) or in the name of a nominee of the Trust Administrator. The Trust Administrator shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and the Distribution Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Trust Administrator or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trust Administrator shall:

(x)

consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

(y)

demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trust Administrator that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.

(b) All income and gain realized from the investment of funds deposited in the Collection Account held by or on behalf of the Master Servicer, shall be for the benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.11. The Master Servicer shall deposit in the Collection Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.

(c) All income and gain realized from the investment of funds deposited in the Distribution Account held by or on behalf of the Paying Agent, shall be for the benefit of the Paying Agent and shall be subject to its withdrawal at any time. The Paying Agent shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.

(d) Funds on deposit in the Net WAC Rate Carryover Reserve Accounts may be invested in Permitted Investments in accordance with this Section 3.06 subject to any limitations set forth in Section 4.06, and any investment earnings or interest paid shall accrue to the benefit of the party designated in such applicable section.

(e) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of the Holders of Certificates representing

more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

SECTION 3.13

Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder.

The Master Servicer will maintain or cause the related Sub-Servicer, if any, to maintain in full force and effect, if required under the Mortgage Loan Purchase Agreement and to the extent available, a Primary Mortgage Insurance Policy with respect to each Mortgage Loan so insured as of the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of substitution). Such coverage will be maintained with respect to each such Mortgage Loan for so long as it is outstanding, subject to any applicable laws. The Master Servicer shall cause the premium for each Primary Mortgage Insurance Policy to be paid on a timely basis and shall pay such premium out of its own funds if it is not otherwise paid. The Master Servicer or the related Sub-Servicer, if any, will not cancel or refuse to renew any such Primary Mortgage Insurance Policy in effect on the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of substitution) that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for such canceled or non-renewed policy is obtained from and maintained with a Qualified Insurer.

The Master Servicer shall not take, or permit any Sub-Servicer to take, any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master Servicer or Sub-Servicer, would have been covered thereunder. The Master Servicer will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Primary Mortgage Insurance Policy. In connection with any assumption and modification agreement or substitution of liability agreement entered into or to be entered into pursuant to Section 3.15, the Master Servicer shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption in accordance with the terms of such policies and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy. If any such Primary Mortgage Insurance Policy is terminated as a result of such assumption, the Master Servicer or the related Sub-Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee, the Certificateholders and the Certificate Insurer, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with the terms of such policies and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Any amounts collected by the Master Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11; and any amounts collected by the Master Servicer under any Primary Mortgage Insurance Policy in respect of any REO Property shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.23. In those cases in which a Mortgage Loan is serviced by a Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, the Certificateholders and the Certificate Insurer, will present claims to the

insurer under any Primary Mortgage Insurance Policy and all collections thereunder shall be deposited initially in the Sub-Servicing Account.

SECTION 3.14

Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.

(a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) the current principal balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis and (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. The Master Servicer shall also cause to be maintained fire insurance with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and (ii) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property, plus accrued interest at the Mortgage Rate and related Servicing Advances. The Master Servicer will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. Any amounts to be collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.23, if received in respect of an REO Property. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the Master Servicer will cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program).

In the event that the Master Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of A:X or better in Best’s Key Rating Guide (or such other rating that is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.14, it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall

not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of this Section 3.14, and there shall have been one or more losses which would have been covered by such policy, deposit to the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders and the Certificate Insurer, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.

(b) The Master Servicer shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of the Master Servicer’s obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall provide the Trustee (upon the Trustee’s reasonable request) with copies of any such insurance policies and fidelity bond. The Master Servicer shall be deemed to have complied with this provision if an Affiliate of the Master Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Master Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee. The Master Servicer shall also cause each Sub-Servicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.

SECTION 3.15

Enforcement of Due-On-Sale Clauses; Assumption Agreements.

The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Master Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person

satisfies the underwriting criteria of the Master Servicer. In connection with any assumption or substitution, the Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable Primary Mortgage Insurance Policy or hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Master Servicer in respect of an assumption or substitution of liability agreement will be retained by the Master Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Custodian (with a copy to the Trustee) the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

SECTION 3.16

Realization Upon Defaulted Mortgage Loans.

(a) The Master Servicer shall, consistent with the servicing standard set forth in Section 3.01, foreclose upon or otherwise comparably convert the ownership of 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 pursuant to Section 3.07. The Master Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Master Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses.

(b) Notwithstanding the foregoing provisions of this Section 3.16 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Master Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Master Servicer shall not, on behalf of the

Trustee, either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Trustee, the Trust Fund, the Trust Administrator, the Master Servicer, the Certificate Insurer or the Certificateholders would be considered to hold title to, to be a “mortgagee-in- possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Master Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:

(1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Trust Fund to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and

(2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Trust Fund to take such actions with respect to the affected Mortgaged Property.

The cost of the environmental audit report contemplated by this Section 3.23 shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.

If the Master Servicer determines, as described above, that it is in the best economic interest of the Trust Fund to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials affecting any such Mortgaged Property, then the Master Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.

(c) The Master Servicer shall have the right to purchase from REMIC I any defaulted Mortgage Loan that is 90 days or more delinquent, which the Servicer determines in good faith will otherwise become subject to foreclosure proceedings (evidence of such determination to be delivered in writing to the Trustee and the Trust Administrator, in form and

substance satisfactory to the Trustee and the Trust Administrator prior to purchase), at a price equal to the Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account, and the Trust Administrator, upon receipt of written certification from the Master Servicer of such deposit, shall release or cause to be released to the Servicer the related Mortgage File and the Trustee, upon receipt of written certification from the Master Servicer of such deposit, shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Master Servicer shall furnish and as shall be necessary to vest in the Master Servicer title to any Mortgage Loan released pursuant hereto.

(d) Proceeds received in connection with any Final Recovery Determination, as well as any recovery resulting from a partial collection of Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the following order of priority: first, to reimburse the Master Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances and P&I Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued and unpaid interest on the Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and third, as a recovery of principal of the Mortgage Loan. If the amount of the recovery so allocated to interest is less than the full amount of accrued and unpaid interest due on such Mortgage Loan, the amount of such recovery will be allocated by the Master Servicer as follows: first, to unpaid Servicing Fees and unpaid Administration Fees; and second, to the balance of the interest then due and owing. The portion of the recovery so allocated to unpaid Servicing Fees and unpaid Administration Fees shall be reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii)(A).

SECTION 3.17

Trustee to Cooperate; Release of Mortgage Files.

(a) Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Custodian, on behalf of the Trustee, by a certification in the form of Exhibit E (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) of a Servicing Officer and shall request that the Custodian, on behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such certification and request, the Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the Master Servicer, and the Master Servicer is authorized to cause the removal from the registration on the MERS® System of any such Mortgage, if applicable, and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account.

The Trustee (or a Custodian on its behalf) shall, at the written request and expense of any Certificateholder, provide a written report to such Certificateholder and the Certificate Insurer of all Mortgage Files released to the Master Servicer for servicing purposes.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Mortgage Insurance Policy or any other insurance policy relating to the Mortgage Loans, the Custodian, on behalf of the Trustee, shall, upon request of the Master Servicer and delivery to the Custodian and the Trustee of a Request for Release in the form of Exhibit E-l, release the related Mortgage File to the Master Servicer, and the Custodian, on behalf of the Trustee, shall, at the direction of the Master Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings. Such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Mortgage File to the Custodian when the need therefor by the Master Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Custodian, on behalf of the Trustee, a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Custodian, on behalf of the Trustee, to the Master Servicer.

(c) Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer any court pleadings, requests for trustee’s sale or other documents reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.

SECTION 3.18

Servicing Compensation.

As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee and the Administration Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Administration Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee and the Administration Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement.

Additional servicing compensation in the form of assumption fees, late payment charges and other similar fees and charges (other than Prepayment Charges) shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under the Primary Insurance Policies, if any, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided herein in Section 8.05, the fees and expenses of the Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

SECTION 3.19

Reports to the Trust Administrator; Collection Account Statements.

Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trust Administrator and the Trustee, upon the request of the Trust Administrator or the Trustee, a statement prepared by the Master Servicer setting forth the status of the Collection Account as of the close of business on the last day of the calendar month relating to such Distribution Date and showing, for the period covered by such statement, the aggregate amount of deposits into and withdrawals from the Collection Account of each category of deposit specified in Section 3.10(a) and each category of withdrawal specified in Section 3.11. Such statement may be in the form of the then current Xxxxxx Xxx Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program with appropriate additions and changes, and shall also include information as to the aggregate of the outstanding principal balances of all of the Mortgage Loans as of the last day of the calendar month immediately preceding such Distribution Date. Copies of such statement shall be provided by the Trust Administrator to the Certificates Registrar, and the Certificate Registrar shall provide the same to the Certificate Insurer and any Certificateholder and to any Person identified to the Certificate Registrar as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided such statement is delivered by the Master Servicer to the Trust Administrator and by the Trust Administrator to the Certificate Registrar.

SECTION 3.20

Statement as to Compliance.

The Master Servicer shall deliver to the Trustee, the Trust Administrator, the Depositor, the Certificate Insurer and the Rating Agencies on or before March 15 of each year, commencing in 2006, an Officer’s Certificate, certifying that with respect to the period ending December 31 of the prior year: (i) such Servicing Officer has reviewed the activities of such Master Servicer during the preceding calendar year or portion thereof and its performance under this Agreement, (ii) to the best of such Servicing Officer’s knowledge, based on such review, such Master Servicer has performed and fulfilled its duties, responsibilities and obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status thereof, (iii) nothing has come to the attention

of such Servicing Officer to lead such Servicing Officer to believe that any Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement in all material respects throughout such year, or, if there has been a material default in the performance or fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status thereof. Copies of such statements shall be provided to any Certificateholder upon request, by the Trust Administrator at the Master Servicer’s expense.

SECTION 3.21

Independent Public Accountants’ Servicing Report.

The Master Servicer at its expense shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Trustee, the Trust Administrator, the Depositor, the Certificate Insurer and the Rating Agencies on or before March 15 of each year, commencing in 2006 to the effect that, with respect to the most recently ended fiscal year, such firm has examined certain records and documents relating to the Master Servicer’s performance of its servicing obligations under this Agreement and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, (ii) such other exceptions as are set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Trust Administrator at the expense of the Master Servicer. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee whether such exceptions have been or are susceptible of cure, and if susceptible of cure will take prompt action to cure.

SECTION 3.22

Access to Certain Documentation.

The Master Servicer shall provide to the Office of the Controller of the Currency, the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Master Servicer designated by it. In addition, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations will be provided to such Certificateholder, the Certificate Insurer, the Trustee, the Trust Administrator and to any Person identified to the Master Servicer as a prospective transferee of a Certificate, upon reasonable request during normal business hours at the offices of the Master Servicer designated by it at the expense of the Person requesting such access.

SECTION 3.23

Title, Management and Disposition of REO Property.

(a) The deed or certificate of sale of any REO Property shall be taken in the name of the Trustee, or its nominee, in trust for the benefit of the Certificateholders and the Certificate Insurer. The Master Servicer, on behalf of the Trust Fund, shall either sell any REO Property before the close of the third taxable year following the year the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the above three-year grace period would otherwise expire, an extension of the above three-year grace period, unless the Master Servicer shall have delivered to the Trustee, the Trust Administrator and the Depositor an Opinion of Counsel, addressed to the Certificate Insurer, the Trustee, the Trust Administrator and the Depositor, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third taxable year after its acquisition will not result in the imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Master Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions.

(b) The Master Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders and the Certificate Insurer (the “REO Account”), which shall be an Eligible Account. The Master Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Master Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account.

(c) The Master Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Master Servicer manages and operates similar property owned by the Master Servicer or any of its Affiliates, all on such terms and for such period as the Master Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Master Servicer shall deposit, or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than one Business Day after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation:

(i) all insurance premiums due and payable in respect of such REO Property;

(ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and

(iii)

all costs and expenses necessary to maintain such REO Property.

To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Master Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Master Servicer would make such advances if the Master Servicer owned the REO Property and if in the Master Servicer’s judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property.

Notwithstanding the foregoing, none of the Master Servicer, the Trust Administrator or the Trustee shall:

(i) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;

(ii) authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;

(iii) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

(iv) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;

unless, in any such case, the Master Servicer has obtained an Opinion of Counsel, provided to the Certificate Insurer, the Trust Administrator and the Trustee, to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Master Servicer may take such actions as are specified in such Opinion of Counsel.

The Master Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that:

(i) the terms and conditions of any such contract shall not be inconsistent herewith;

(ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Master Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;

(iii) none of the provisions of this Section 3.23(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Master Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and

(iv) the Master Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.

The Master Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Master Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Master Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees.

(d) In addition to the withdrawals permitted under Section 3.23(c), the Master Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees and unpaid Administration Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and P&I Advances made in respect of such REO Property or the related Mortgage Loan. Any income from the related REO Property received during any calendar months prior to a Final Recovery Determination, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by the Master Servicer from each REO Account maintained by it and remitted to the Paying Agent for deposit into the Distribution Account in accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date relating to a Final Recovery Determination with respect to such Mortgage Loan, for distribution on the related Distribution Date in accordance with Section 4.01.

(e) Subject to the time constraints set forth in Section 3.23(a), and further subject to obtaining the approval of the insurer under any related Primary Mortgage Insurance Policy (if and to the extent that such approvals are necessary to make claims under such policies in respect of the affected REO Property), each REO Disposition shall be carried out by the Master Servicer at such price and upon such terms and conditions as the Master Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar properties.

(f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Master Servicer or any Sub-Servicer as provided above, shall be remitted to the Paying Agent for deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).

(g) The Master Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

SECTION 3.24

Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.

The Master Servicer shall deliver to the Paying Agent for deposit into the Distribution Account on or before 12:00 p.m. New York time on the Master Servicer Remittance Date from its own funds (or from a Sub-Servicer’s own funds received by the Master Servicer in respect of Compensating Interest) an amount equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls for the related Distribution Date resulting from full or partial Principal Prepayments during the related Prepayment Period and (ii) the applicable Compensating Interest Payment.

SECTION 3.25

Obligations of the Master Servicer in Respect of Monthly Payments.

In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Paying Agent for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Certificate Insurer, the Trustee, the Trust Administrator, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. If amounts paid by the Master Servicer with respect to any Mortgage Loan pursuant to this Section 3.25 are subsequently recovered from the related Mortgagor, the Master Servicer shall be permitted to reimburse itself for such amounts paid by it pursuant to this Section 3.25 from such recoveries.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01

Distributions.

(a) On each Distribution Date, the Paying Agent, in accordance with calculations and determinations made by the Trust Administrator as reflected in the statement to Certificateholders and the Certificate Insurer prepared by the Trust Administrator pursuant to Section 4.02, shall, first, withdraw from the Distribution Account an amount equal to the Credit Risk Manager Fee for such Distribution Date and shall pay such amount to the Credit Risk Manager and, second, withdraw from the Distribution Account an amount equal to the Group I Available Distribution Amount or the Group II Available Distribution Amount, as applicable, for such Distribution Date and shall distribute the following amounts, in the following order of priority:

(1) (A) the Group I Interest Remittance Amount shall be distributed in the following order of priority:

(i) concurrently, to the Holders of each Class of Class AF Certificates, on a pro rata basis based on the entitlement of each such Class, the Group I Senior Interest Distribution Amount for such Distribution Date;

(ii)

to the Certificate Insurer, any Reimbursement Amounts;

(iii) sequentially, to the Holders of the Class MF-1, Class MF-2, Class MF-3, Class MF-4 Certificates and Class MF-5 Certificates, in that order, in an amount equal to the Interest Distribution Amount for each such Class; and

(iv) any remaining Group I Interest Remittance Amount for application as Group I Net Monthly Excess Cashflow.

(1) (B) the Group II Interest Remittance Amount shall be distributed in the following order of priority:

(i) concurrently, to the Holders of each Class of Class AV Certificates, on a pro rata basis based on the entitlement of each such Class, the Group II Senior Interest Distribution Amount for such Distribution Date;

(ii) sequentially, to the Holders of the Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6 and Class MV-7 Certificates, in that order, in an amount equal to the Interest Distribution Amount for each such Class; and

(iii) any remaining Group II Interest Remittance Amount, for application as Group II Net Monthly Excess Cashflow.

(2) (A) On each Distribution Date (a) prior to the Group I Stepdown Date or (b) on which a Group I Trigger Event is in effect, the Group I Principal Distribution Amount shall be distributed in the following order of priority:

(i) to the Holders of the Class AF Certificates (allocated among the Class AF Certificates in the priority described below), until the aggregate Certificate Principal Balance of the Class AF Certificates has been reduced to zero;

(ii) to the Certificate Insurer, any Reimbursements Amounts, to the extent not paid pursuant to Section 4.01(a)(1)(A)(ii); and

(iii) sequentially, to the Holders of the Class MF-1, Class MF-2, Class MF-3, Class MF-4 and Class MF-5 Certificates, in that order, in each case, until the Group I Principal Distribution Amount remaining after the distribution in clause (a)(2)(A)(i) and clause (a)(2)(A)(ii) above, until the Certificate Principal Balance of each such Class has been reduced to zero.

(B) On each Distribution Date (a) prior to the Group II Stepdown Date or (b) on which a Group II Trigger Event is in effect, the Group II Principal Distribution Amount shall be distributed in the following order of priority:

(i) to the Holders of the Class AV Certificates (allocated among the Class AV Certificates in the priority described below), until the aggregate Certificate Principal Balance of the Class AV Certificates has been reduced to zero; and

(ii) sequentially, to the Holders of the Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6 and Class MV-7 Certificates, in that order, in each case, until the Group II Principal Distribution Amount remaining after the distribution in clause (a)(2)(B)(i) above, until the Certificate Principal Balance of each such Class has been reduced to zero.

(C) On each Distribution Date (a) on or after the Group I Stepdown Date and (b) on which a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount shall be distributed in the following order of priority:

(i) to the Holders of the Class AF Certificates (allocated among the Class AF Certificates in the priority described below), up to an amount equal to the Class AF Principal Distribution Amount, until the aggregate Certificate Principal Balance of the Class AF Certificates has been reduced to zero;

(ii) to the Certificate Insurer, any Reimbursement Amounts, to the extent not paid pursuant to Section 4.01(a)(1)(A)(ii); and

(iii) sequentially, to the Holders of the Class MF-1, Class MF-2, Class MF-3, Class MF-4 and Class MF-5 Certificates, in that order, in each case, the related MF Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero.

(D) On each Distribution Date (a) on or after the Group II Stepdown Date and (b) on which a Group II Trigger Event is not in effect, the Group II Principal Distribution Amount shall be distributed in the following order of priority:

(i) to the Holders of the Class AV Certificates (allocated among the Class AV Certificates in the priority described below), up to an amount equal to the Class AV Principal Distribution Amount, until the aggregate Certificate Principal Balance of the Class AV Certificates has been reduced to zero; and

(ii) sequentially, to the Holders of the Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6 and Class MV-7 Certificates, in that order, in each case, the related MV Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero.

With respect to the Class AF Certificates, all principal distributions will be distributed sequentially, first, to the holders of the Class AF-7 Certificates, the Lockout Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class AF-7 Certificates has been reduced to zero; second, concurrently, to the Class AF-1 Certificates and the Class AF-2 Certificates, on a pro rata basis based on the Certificate Principal Balance of each such Class; third, to the Class AF-3 Certificates, until the Certificate Principal Balance of the Class AF-3 Certificates has been reduced to zero; fourth, to the Class AF-4 Certificates, until the Certificate Principal Balance of the Class AF-4 Certificates has been reduced to zero; fifth, to the Class AF-5 Certificates, until the Certificate Principal Balance of the Class AF-5 Certificates has been reduced to zero; sixth, to the Class AF-6 Certificates (allocated between the Class AF-6A and Class AF-6B Certificates, on a pro rata basis based on the Certificate Principal Balance of each such class immediately preceding such Distribution Date), until the aggregate Certificate Principal Balance of the Class AF-6 Certificates has been reduced to zero and seventh, to the Class AF-7 Certificates, until the Certificate Principal Balance of the Class AF-7 Certificates has been reduced to zero, provided, however, on any distribution date on which the aggregate Certificate Principal Balance of the Group I Mezzanine Certificates and the Class CE-1 Certificates has been reduced to zero, principal distributions will be distributed concurrently, on a pro rata basis, based on the Certificate Principal Balance of each such Class.

With respect to the Class AV Certificates, all principal distributions will be distributed sequentially, to the Class AV-1, Class AV-2 and Class AV-3 Certificates, in that order, until the Certificate Principal Balances of each such Class have been reduced to zero, provided, however, on any Distribution Date on which the aggregate Certificate Principal Balance of the Group II Subordinate Certificates has been reduced to zero, principal distributions will be distributed concurrently, on a pro rata basis, based on the Certificate Principal Balance of each such Class.

(3) (A) On each Distribution Date, the Group I Net Monthly Excess Cashflow shall be distributed by the Paying Agent as follows:

(i) to the Holders of the Class or Classes of Group I Certificates then entitled to receive distributions in respect of principal, as part of the Group I Principal Distribution Amount in an amount equal to the Group I Overcollateralization Increase Amount for the Group I Certificates, applied to reduce the Certificate Principal Balance

of such Certificates until the aggregate Certificate Principal Balance of such Certificates is reduced to zero;

(ii) sequentially, to the Holders of the Class MF-1, Class MF-2, Class MF-3, Class MF-4 and Class MF-5 Certificates in that order, in each case, in an amount equal to the Interest Carry Forward Amount allocable to each such Class of Certificates;

(iii) sequentially, to the Holders of the Class MF-1, Class MF-2, Class MF-3, Class MF-4 and Class MF-5 Certificates, in that order, in each case up to the Group I Allocated Realized Loss Amount related to each such Class of Certificates for such Distribution Date;

(iv) to the Group I Net WAC Rate Carryover Reserve Account, the amount by which any Net WAC Rate Carryover Amounts for the Group I Certificates for such Distribution Date exceeds the Cap Amount for the Class AF-1 Certificates for such Distribution Date;

(v) to the Holders of the Class CE-1 Certificates, (a) the Interest Distribution Amount for such Distribution Date and (b) on any Distribution Date on which the aggregate Certificate Principal Balance of the Class AF Certificates and the Group I Mezzanine Certificates have been reduced to zero, any remaining amounts in reduction of the Certificate Principal Balance of the Class CE-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and

(vi) to the Holders of the Class R-1 Certificates, any remaining amounts; provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest Prepayment Charge term on a Group I Mortgage Loan as identified on the Mortgage Loan Schedule or any Distribution Date thereafter, then any such remaining amounts will be distributed first, to the Holders of the Class P-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and second, to the Holders of the Class R-1 Certificates.

(3) (B) On each Distribution Date, the Group II Net Monthly Excess Cashflow shall be distributed by the Paying Agent as follows:

(i) to the Holders of the Class or Classes of Group II Certificates then entitled to receive distributions in respect of principal, as part of the Group II Principal Distribution Amount in an amount equal to the Group II Overcollateralization Increase Amount for the Group II Certificates, applied to reduce the Certificate Principal Balance of such Certificates until the aggregate Certificate Principal Balance of such Certificates is reduced to zero;

(ii) sequentially, to the Holders of the Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6 and Class MV-7 Certificates, in that order, in each case, in an amount equal to the Interest Carry Forward Amount allocable to each such Class of Certificates;

(iii) sequentially, to the Holders of the Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6 and Class MV-7 Certificates, in that order, in each case up to the Group II Allocated Realized Loss Amount related to each such Class of Certificates for such Distribution Date;

(iv) to the Group II Net WAC Rate Carryover Reserve Account, the amount by which any Net WAC Rate Carryover Amounts for the Group II Certificates for such Distribution Date exceed the Cap Amounts for the Group II Certificates for such Distribution Date;

(v) to the Holders of the Class CE-2 Certificates, (a) the Interest Distribution Amount for such Distribution Date and (b) on any Distribution Date on which the aggregate Certificate Principal Balance of the Class AV Certificates and the Group II Mezzanine Certificates have been reduced to zero, any remaining amounts in reduction of the Certificate Principal Balance of the Class CE-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and

(vi) to the Holders of the Class R-2 Certificates, any remaining amounts; provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest Prepayment Charge term on a Group II Mortgage Loan as identified on the Mortgage Loan Schedule or any Distribution Date thereafter, then any such remaining amounts will be distributed first, to the Holders of the Class P-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and second, to the Holders of the Class R-2 Certificates.

(4) (A) On each Distribution Date, after making the distributions of the Group I Available Distribution Amount as set forth above, the Paying Agent will withdraw from the Group I Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount for such Distribution Date and distribute such amount in the following order of priority:

(i) to the Class AF-1 Certificates, any unpaid Net WAC Rate Carryover Amount distributed from amounts on deposit in the Group I New WAC Rate Carryover Account received under the Class AF-1 Cap Contract;

(ii) concurrently, to each Class of Class AF Certificates, any related unpaid Net WAC Rate Carryover Amount for such Distribution Date, on a pro rata basis based on the Net WAC Rate Carryover Amount for each such class (with respect to the Class AF-1 Certificates, to the extent not covered by clause (A) above), from amounts withdrawn from the Group I Net WAC Rate Carryover Reserve Account from the Group I Net Monthly Excess Cashflow for such classes; and

(iii) concurrently, to the holders of the Class MF-1, Class MF-2, Class MF-3, Class MF-4 and Class MF-5 Certificates any related unpaid Net WAC Rate Carryover Amounts, distributed on a pro rata basis based on the Net WAC Rate Carryover Amount for each such class, from amounts withdrawn from the Group I Net WAC Rate Carryover Reserve Account from the Group I Net Monthly Excess Cashflow, for such classes.

(B) On each Distribution Date, after making the distributions of the Group II Available Distribution Amount as set forth above, the Paying Agent will withdraw from the Group II Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount for such Distribution Date and distribute such amount in the following order of priority:

(i) concurrently, to each Class of Class AV Certificates, any related unpaid Net WAC Rate Carryover Amount for such Distribution Date, distributed on a pro rata basis based on the Cap Amount for each such Class, from amounts on deposit in the Group II Net WAC Rate Carryover Reserve Account received under the Class AV Cap Contract;

(ii) concurrently, to the holders of the Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6 and Class MV-7 Certificates any related unpaid Net WAC Rate Carryover Amounts, distributed on a pro rata basis based on the Cap Amount for each such Class, from amounts on deposit in the Group II Net WAC Rate Carryover Reserve Account received under the Group II Mezzanine Cap Contract;

(iii) concurrently, to the holders of each class of Class AV Certificates, any related unpaid Net WAC Rate Carryover Amount, distributed on a pro rata basis based on the Net WAC Rate Carryover Amount for each such class, from amounts withdrawn from the Group II Net WAC Rate Carryover Reserve Account from the Group II Net Monthly Excess Cashflow for such Classes; and

(iv) sequentially, to the holders of the Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7 Certificates, in that order, any related unpaid Net WAC Rate Carryover Amounts, from amounts withdrawn from the Group II Net WAC Rate Carryover Reserve Account from the Group II Net Monthly Excess Cashflow, for such Classes.

(5) (A) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I-A to REMIC I-B on account of the REMIC I-A Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R-IA Interest, as the case may be:

(i) first, to Holders of REMIC I-A Regular Interest I-LTAA, REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4, REMIC I-A Regular Interest I-LTMF5 and REMIC I-A Regular Interest I-LTZZ, in an amount equal to (A) the Uncertificated Interest in respect of each such REMIC I-A Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Interest in respect of REMIC I-A Regular Interest I-LTZZ shall be reduced when the sum of the REMIC I-A Overcollateralized Amount is less than the

REMIC I-A Required Overcollateralized Amount, by the lesser of (x) the amount of such difference and (y) the Group I Maximum I-LTZZ Uncertificated Interest Deferral Amount and such amounts will be payable to the Holders of REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4 and REMIC I-A Regular Interest I-LTMF5, in the same proportion as the Group I Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Balance of REMIC I-A Regular Interest I-LTZZ shall be increased by such amount;

(ii) second, to the Holders of REMIC I-A Regular Interests, in an amount equal to the remainder of the Group I Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:

(a) 98.00% of such remainder (less the amount payable in clause (d) below) to the Holders of REMIC I-A Regular Interest I-LTAA, until the Uncertificated Balance of such REMIC I-A Regular Interest is reduced to zero;

(b) 2.00% of such remainder (less the amount payable in clause (d) below) first, to the Holders of REMIC I-A Regular Interest I-LTAF1, REMIC I-A Regular Interest I-LTAF2, REMIC I-A Regular Interest I-LTAF3, REMIC I-A Regular Interest I-LTAF4, REMIC I-A Regular Interest I-LTAF5, REMIC I-A Regular Interest I-LTAF6A, REMIC I-A Regular Interest I-LTAF6B, REMIC I-A Regular Interest I-LTAF7, REMIC I-A Regular Interest I-LTMF1, REMIC I-A Regular Interest I-LTMF2, REMIC I-A Regular Interest I-LTMF3, REMIC I-A Regular Interest I-LTMF4 and REMIC I-A Regular Interest I-LTMF5, in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Balances of such REMIC I-A Regular Interests are reduced to zero and second, to the Holders of REMIC I-A Regular Interest I-LTZZ, until the Uncertificated Balance of such REMIC I-A Regular Interest is reduced to zero; then

(c) to the Holders of REMIC I-A Regular Interest I-LTP, on the Distribution Date immediately following the expiration of the latest Prepayment Charge with respect to any Group I Mortgage Loan as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; and

(d) any remaining amount to the Holders of the Class R-1 Certificates (as Holder of the Class R-IA Interest).

On each Distribution Date, the Paying Agent shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master

Servicer or any Sub-Servicer in connection with the Principal Prepayment of any of the Group I Mortgage Loans or any related Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P-1 Certificates. Such distributions shall not be applied to reduce the Certificate Principal Balance of the Class P-1 Certificates.

(B) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC II-A to REMIC II-B on account of the REMIC II-A Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R-IIA Interest, as the case may be:

(i) first, to Holders of REMIC Regular Interest II-A II-LTAA, REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-LTMV6, REMIC II-A Regular Interest II-LTMV7 and REMIC II-A Regular Interest II-LTZZ, in an amount equal to (A) the Uncertificated Interest in respect of each such REMIC II-A Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Interest in respect of REMIC II-A Regular Interest II-LTZZ shall be reduced when the sum of the REMIC II-A Overcollateralized Amount is less than the REMIC II-A Required Overcollateralized Amount, by the lesser of (x) the amount of such difference and (y) the Group II Maximum II-LTZZ Uncertificated Interest Deferral Amount and such amounts will be payable to the Holders of REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest II-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-LTMV6 and REMIC II-A Regular Interest II-LTMV7, in the same proportion as the Group II Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Balance of REMIC II-A Regular Interest II-LTZZ shall be increased by such amount;

(ii) second, to the Holders of REMIC II-A Regular Interests, in an amount equal to the remainder of the Group II Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:

(a) 98.00% of such remainder (less the amount payable in clause (d) below) to the Holders of REMIC II-A Regular Interest II-LTAA, until the Uncertificated Balance of such REMIC II-A Regular Interest is reduced to zero;

(b) 2.00% of such remainder (less the amount payable in clause (d) below) first, to the Holders of REMIC II-A Regular Interest II-LTAV1, REMIC II-A Regular Interest II-LTAV2, REMIC II-A Regular Interest II-LTAV3, REMIC II-A Regular Interest II-LTMV1, REMIC II-A Regular Interest II-LTMV2, REMIC II-A Regular Interest II-LTMV3, REMIC II-A Regular Interest

II-LTMV4, REMIC II-A Regular Interest II-LTMV5, REMIC II-A Regular Interest II-LTMV6 and REMIC II-A Regular Interest II-LTMV7, in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Balances of such REMIC II-A Regular Interests are reduced to zero and second, to the Holders of REMIC II-A Regular Interest II-LTZZ, until the Uncertificated Balance of such REMIC II-A Regular Interest is reduced to zero; then

(c) to the Holders of REMIC II Regular Interest II-LTP, on the Distribution Date immediately following the expiration of the latest Prepayment Charge with respect to any Group II Mortgage Loan as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; and

(d) any remaining amount to the Holders of the Class R-2 Certificates (as Holder of the Class R-IIA Interest).

On each Distribution Date, the Paying Agent shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer or any Sub-Servicer in connection with the Principal Prepayment of any of the Group II Mortgage Loans or any related Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such distributions shall not be applied to reduce the Certificate Principal Balance of the Class P Certificates.

Following the foregoing distributions, an amount equal to the amount of Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.04. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.04. Holders of such Certificates will not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

(c) All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests. Payments in respect of each Class of Certificates on each Distribution Date will be made to the Holders of the respective Class of record on the related Record Date (except as otherwise provided in Section 4.01(e) or Section 9.01 respecting the final distribution on such Class), based on the aggregate Percentage Interest represented by their respective Certificates, and shall be made by wire transfer of immediately available funds to the account of any such Holder at a bank or other entity having appropriate facilities therefor, if such Holder shall have so notified the Certificate Registrar in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and with respect to any Class of Certificates other than the Residual Certificates is the registered owner of Certificates

having an initial aggregate Certificate Principal Balance that is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal Balance of such Class of Certificates, or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.

(d) The rights of the Certificateholders to receive distributions in respect of the Certificates, and all interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. None of the Holders of any Class of Certificates, the Certificate Insurer, the Depositor, the Trustee, the Trust Administrator, the Authenticating Agent, the Paying Agent, the Certificate Registrar or the Master Servicer shall in any way be responsible or liable to the Holders of any other Class of Certificates in respect of amounts properly previously distributed on the Certificates.

(e) Except as otherwise provided in Section 9.01, whenever the Trust Administrator expects that the final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Trust Administrator shall so timely advise the Paying Agent and the Paying Agent shall, no later than five days after the latest related Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that:

(i) the Paying Agent expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such Certificates at the office of the Certificate Registrar therein specified, and

(ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period.

(iii) Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(e) shall not have been surrendered for cancellation within six months after the time specified in

such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining non-tendering Certificateholders concerning surrender of their Certificates and shall continue to hold any remaining funds for the benefit of non-tendering Certificateholders. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in such trust fund. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(e).

(f) Notwithstanding anything to the contrary herein, (i) in no event shall the Certificate Principal Balance of a Class A Certificate or a Mezzanine Certificate be reduced more than once in respect of any particular amount allocated to such Certificate in respect of Realized Losses pursuant to Section 4.04 and (ii) in no event shall the Uncertificated Balance of a REMIC Regular Interest be reduced more than once in respect of any particular amount both (a) allocated to such REMIC Regular Interest in respect of Realized Losses pursuant to Section 4.04 and (b) distributed on such REMIC Regular Interest in reduction of the Uncertificated Balance thereof pursuant to this Section 4.01.

(g) On each Distribution Date for which there exists a Deficiency Amount, in addition to making the distributions required pursuant to Section 4.01(a)(1)(A), the Trust Administrator shall withdraw from the Distribution Account any amount therein that was transferred from the Insurance Account to the Distribution Account pursuant to Section 4.08 and distribute (i) to the Holders of the Class AF-6B Certificates, the amount, if any, by which the amount distributed as interest to the Class AF-6B Certificates, pursuant to the priority of payment set forth in Section 4.01(a)(1)(A), is less than the Monthly Interest Distribution Amount and any Unpaid Interest Shortfall Amount for the Class AF-6B Certificates for such Distribution Date, (ii) to the Holders of the Class AF-6B Certificates, the excess, if any, of (x) the aggregate Certificate Principal Balance of the Class AF-6B Certificates then outstanding (after taking into account the distribution of the Group I Principal Distribution Amount and the Prepayment Charge Distribution Amount on such Distribution Date) over (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period), applied in reduction of the Certificate Principal Balance of the Class AF-6B Certificates, and (iii) without duplication of the amount specified in clause (ii), on the final Distribution Date or the earlier termination of the Trust Fund pursuant to the terms of this Agreement, to the Holders of the Class AF-6B Certificates, the aggregate Certificate Principal Balance of the Class AF-6B Certificates to the extent unpaid on the final Distribution Date or the earlier termination of the Trust Fund pursuant to the terms of this Agreement following all other distributions made on the Class AF-6B Certificates.

SECTION 4.02

Statements to Certificateholders.

On each Distribution Date, the Trust Administrator shall prepare and make available to the Paying Agent, and the Paying Agent shall make available to each Holder of the Regular Certificates, a statement as to the distributions made on such Distribution Date setting forth:

(i) the amount of the distribution made on such Distribution Date to the Holders of Certificates of each such Class allocable to principal and the amount of the distribution made on such Distribution Date to the Holders of the Class P Certificates allocable to Prepayment Charges;

(ii) the amount of the distribution made on such Distribution Date to the Holders of Certificates of each such Class allocable to interest;

(iii) the aggregate amount of servicing compensation received by the Master Servicer during the related Due Period and such other customary information as the Trust Administrator deems necessary or desirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns;

(iv)

the aggregate amount of P&I Advances for such Distribution Date;

(v) the aggregate Stated Principal Balance of the Group I Mortgage Loans and the Group II Mortgage Loans and any related REO Properties at the close of business on such Distribution Date;

(vi) the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Group I Mortgage Loans and Group II Mortgage Loans as of the related Due Date;

(vii) the number and aggregate unpaid principal balance of Group I Mortgage Loans and Group II Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month, (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force;

(viii) with respect to any Mortgage Loan that became an REO Property during the preceding calendar month, the loan number of such Mortgage Loan, the unpaid principal balance and the Stated Principal Balance of such Mortgage Loan as of the date it became an REO Property;

(ix) the book value and the Stated Principal Balance of any REO Property as of the close of business on the last Business Day of the calendar month preceding the Distribution Date;

(x) the aggregate amount of Principal Prepayments made during the related Prepayment Period;

(xi) the aggregate amount of Realized Losses incurred during the related Prepayment Period (or, in the case of Bankruptcy Losses allocable to interest, during the related Due Period), separately identifying whether such Realized Losses constituted Bankruptcy Losses;

(xii) the aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the Collection Account or the Distribution Account for such Distribution Date;

(xiii) the aggregate Certificate Principal Balance of each such Class of Certificates, after giving effect to the distributions, and allocations of Realized Losses and Extraordinary Trust Fund Expenses, made on such Distribution Date, separately identifying any reduction thereof due to allocations of Realized Losses and Extraordinary Trust Fund Expenses;

(xiv) the Certificate Factor for each such Class of Certificates applicable to such Distribution Date;

(xv) the Interest Distribution Amount in respect of each such Class of Certificates for such Distribution Date (separately identifying any reductions in the case of Subordinate Certificates resulting from the allocation of Realized Losses allocable to interest and Extraordinary Trust Fund Expenses on such Distribution Date) and the respective portions thereof, if any, remaining unpaid following the distributions made in respect of such Certificates on such Distribution Date;

(xvi) the aggregate amount of any Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Master Servicer pursuant to Section 3.24;

(xvii) the aggregate amount of Relief Act Interest Shortfalls for such Distribution Date;

(xviii) the amount of any Deficiency Amount or Preference Amount that was distributed to the Holders of the Class AF-6B Certificates for such Distribution Date, the amount of Reimbursement Amounts that were distributed to the Certificate Insurer on such Distribution Date, and the amount of any Reimbursement Amounts that remained unpaid following all distributions made on such Distribution Date;

(xix) with respect to any Mortgage Loan as to which foreclosure proceedings have been concluded, the loan number and unpaid principal balance of such Mortgage Loan as of the date of such conclusion of foreclosure proceedings;

(xx) with respect to Mortgage Loans as to which a Final Liquidation has occurred, the number of Mortgage Loans, the unpaid principal balance of such Mortgage Loans as of the date of such Final Liquidation and the amount of proceeds (including Liquidation Proceeds and Insurance Proceeds) collected in respect of such Mortgage Loans;

(xxi) any Group I Allocated Realized Loss Amount or Group II Allocated Realized Loss Amount with respect to each Class of Certificates for such Distribution Date;

(xxii) the amounts deposited into the Net WAC Rate Carryover Reserve Accounts for such Distribution Date, the amounts withdrawn from such account and distributed to each Class of Certificates, and the amounts remaining on deposit in such account after all deposits into and withdrawals from such account on such Distribution Date;

(xxiii) the Net WAC Rate Carryover Amounts for each Class of Certificates, if any, for such Distribution Date and the amounts remaining unpaid after reimbursements therefor on such Distribution Date; and

(xxiv)

the Cap Amount for such Distribution Date.

In the case of information furnished pursuant to subclauses (i) through (iii) above, the amounts shall be expressed as a dollar amount per Single Certificate of the relevant Class.

Within a reasonable period of time after the end of each calendar year, the Paying Agent shall forward to each Person (with a copy to the Trust Administrator and the Trustee) who at any time during the calendar year was a Holder of a Regular Certificate a statement containing the information set forth in subclauses (i) through (iii) above, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Trust Administrator and provided by the Paying Agent pursuant to any requirements of the Code as from time to time are in force.

On each Distribution Date, the Paying Agent shall make available to the Depositor, each Holder of a Residual Certificate, the Trust Administrator, the Master Servicer and the Certificate Insurer, a copy of the reports forwarded to the Regular Certificateholders on such Distribution Date and a statement setting forth the amounts, if any, actually distributed with respect to the Residual Certificates, respectively, on such Distribution Date.

Within a reasonable period of time after the end of each calendar year, the Paying Agent shall forward to each Person (with a copy to the Trust Administrator and the Trustee) who at any time during the calendar year was a Holder of a Residual Certificate a statement setting forth the amount, if any, actually distributed with respect to the Residual Certificates, as appropriate, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the

Trust Administrator and furnished by the Paying Agent to such Holders pursuant to the rules and regulations of the Code as are in force from time to time.

Upon request, the Paying Agent shall forward to each Certificateholder, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be reasonable with respect to the Certificateholder, or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided at the expense of the Certificateholder in accordance with such reasonable and explicit instructions and directions as the Certificateholder may provide. For purposes of this Section 4.02, the Paying Agent’s duties are limited to the extent that the Paying Agent receives timely reports as required from the Trust Administrator and the Master Servicer and that the Trust Administrator receives timely reports as required from the Master Servicer.

On each Distribution Date, the Trust Administrator shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) (1) CUSIP level factors for each class of Certificates as of such Distribution Date and (2) the number and aggregate unpaid principal balance of Group I Mortgage Loans and Group II Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month, (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force, in each case using a format and media mutually acceptable to the Trust Administrator and Bloomberg.

SECTION 4.03

Remittance Reports; P&I Advances.

(a) On the second Business Day prior to the related Distribution Date, the Master Servicer shall deliver to the Trust Administrator, the Certificate Insurer, the Paying Agent and the Trustee by telecopy (or by such other means as the Master Servicer, the Paying Agent and the Trust Administrator and the Trustee may agree from time to time) a Remittance Report with respect to the related Distribution Date. Such Remittance Report will include (i) the amount of P&I Advances to be made by the Master Servicer in respect of the related Distribution Date, the aggregate amount of P&I Advances outstanding after giving effect to such P&I Advances, and the aggregate amount of Nonrecoverable P&I Advances in respect of such Distribution Date and (ii) such other information with respect to the Mortgage Loans as the Trust Administrator or the Paying Agent may reasonably require to perform the calculations necessary for the Paying Agent to make the distributions contemplated by Section 4.01 and for the Trust Administrator to prepare the statements to Certificateholders contemplated by Section 4.02; provided, however, that if the Master Servicer is not the Trust Administrator, the Master Servicer will forward to the successor Trust Administrator the information set forth in clause (i) above on the next Business Day following the related Determination Date and the information set forth in clause (ii) above on the fifth Business Day following the last day of the related calendar month. Neither the Trustee, the Paying Agent nor the Trust Administrator shall be responsible to recompute, recalculate or verify any information provided to it by the Master Servicer.

(b) The amount of P&I Advances to be made by the Master Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the aggregate amount of

Monthly Payments (with each interest portion thereof net of the related Servicing Fee and the related Administration Fee), due on the related Due Date in respect of the Mortgage Loans, which Monthly Payments were delinquent as of the close of business on the related Determination Date and (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the Monthly Payments (with each interest portion thereof net of the related Servicing Fee and the related Administration Fee) that would have been due on the related Due Date in respect of the related Mortgage Loans.

On or before 12:00 p.m. New York time on the Master Servicer Remittance Date, the Master Servicer shall remit in immediately available funds to the Paying Agent for deposit in the Distribution Account an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Distribution Date either (i) from its own funds or, if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in payment of required P&I Advances or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the records of Collection Account that amounts held for future distribution have been, as permitted by this Section 4.03, used by the Master Servicer in discharge of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held for future distribution and so used shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before any future Master Servicer Remittance Date to the extent that the Group I Available Distribution Amount or the Group II Available Distribution Amount, as applicable, for the related Distribution Date (determined without regard to P&I Advances to be made on the Master Servicer Remittance Date) shall be less than the total amount that would be distributed to the related Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions had not been so used to make P&I Advances. The Trust Administrator will provide notice to the Master Servicer by telecopy by the close of business on the Master Servicer Remittance Date in the event that the amount remitted by the Master Servicer to the Trust Administrator on such Master Servicer Remittance Date is less than the P&I Advances required to be made by the Master Servicer for the related Distribution Date.

(c) The obligation of the Master Servicer to make such P&I Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan or REO Property, shall continue until a Final Recovery Determination in connection therewith or the removal thereof from REMIC I pursuant to any applicable provision of this Agreement, except as otherwise provided in this Section.

(d) Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder by the Master Servicer if such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. The determination by the Master Servicer that it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officers’ Certificate of the

Master Servicer delivered to the Depositor, the Trust Administrator, the Certificate Insurer, the Paying Agent and the Trustee.

(e) If the Master Servicer shall fail to make any P&I Advance on any Master Servicer Remittance Date required to be made from its own funds pursuant to this Section 4.03, then the Paying Agent, by not later than 1:00 p.m. on the related Distribution Date, shall make such P&I advance from its own funds by depositing the amount of such advance into the Distribution Account, and the Trust Administrator and the Paying Agent shall include the amount so advanced by the Paying Agent in the Group I Available Distribution Amount or the Group II Available Distribution Amount, as applicable, distributed on such Distribution Date.

SECTION 4.04

Allocation of Extraordinary Trust Fund Expenses and Realized Losses.

(a) Prior to each Distribution Date, the Master Servicer shall determine as to each Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if any, incurred in connection with any Final Recovery Determinations made during the related Prepayment Period; (ii) whether and the extent to which such Realized Losses constituted Bankruptcy Losses; and (iii) the respective portions of such Realized Losses allocable to interest and allocable to principal. Prior to each Distribution Date, the Master Servicer shall also determine as to each Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred in connection with any Deficient Valuations made during the related Prepayment Period; and (B) the total amount of Realized Losses, if any, incurred in connection with Debt Service Reductions in respect of Monthly Payments due during the related Due Period. The information described in the two preceding sentences that is to be supplied by the Master Servicer shall be evidenced by an Officers’ Certificate delivered to the Trust Administrator, the Paying Agent and the Trustee by the Master Servicer prior to the Determination Date immediately following the end of (x) in the case of Bankruptcy Losses allocable to interest, the Due Period during which any such Realized Loss was incurred, and (y) in the case of all other Realized Losses, the Prepayment Period during which any such Realized Loss was incurred.

(b) All Realized Losses on the Group I Mortgage Loans shall be allocated by the Paying Agent on each Distribution Date as follows: first, to the Interest Distribution Amount for the Class CE-1 Certificates for the related Interest Accrual Period; second, to the Class CE-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to each class of Group I Mezzanine Certificates in reverse numerical order, until the Certificate Principal Balance of each such class has been reduced to zero.

All Realized Losses on the Group II Mortgage Loans shall be allocated by the Paying Agent on each Distribution Date as follows: first, to the Interest Distribution Amount for the Class CE-2 Certificates for the related Interest Accrual Period; second, to the Class CE-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to each class of Group II Mezzanine Certificates in reverse numerical order, until the Certificate Principal Balance of each such class has been reduced to zero.

All Realized Losses to be allocated to the Certificate Principal Balances of all Classes on any Distribution Date shall be so allocated after the actual distributions to be made on

such date as provided above. All references above to the Certificate Principal Balance of any Class of Certificates shall be to the Certificate Principal Balance of such Class immediately prior to the relevant Distribution Date, before reduction thereof by any Realized Losses, in each case to be allocated to such Class of Certificates, on such Distribution Date.

Any allocation of Realized Losses to a Mezzanine Certificate on any Distribution Date shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated and any allocation of Realized Losses to a Class CE Certificates shall be made by reducing the amount otherwise payable in respect thereof pursuant to Section 4.01(a)(3). No allocations of any Realized Losses shall be made to the Certificate Principal Balances of the Class A Certificates or the Class P Certificates.

All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby.

All Realized Losses on the Group I Mortgage Loans shall be allocated by the Paying Agent on each Distribution Date to the following REMIC I-A Regular Interests in the specified percentages, as follows: first, to Uncertificated Interest payable to the REMIC I-A Regular Interest I-LTAA and REMIC I-A Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I-A Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Balances of the REMIC I-A Regular Interest I-LTAA and REMIC I-A Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I-A Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of REMIC I-A Regular Interest I-LTAA, REMIC I-A Regular Interest I-LTMF5 and REMIC I-A Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I-A Regular Interest I-LTMF5 has been reduced to zero; fourth, to the Uncertificated Balances of REMIC I-A Regular Interest I-LTAA, REMIC I-A Regular Interest I-LTMF4 and REMIC I-A Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I-A Regular Interest I-LTMF4 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC I-A Regular Interest I-LTAA, REMIC I-A Regular Interest I-LTMF3 and REMIC I-A Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I-A Regular Interest I-LTMF3 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC I-A Regular Interest I-LTAA, REMIC I-A Regular Interest I-LTMF2 and REMIC I-A Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I-A Regular Interest I-LTMF2 has been reduced to zero; and seventh, to the Uncertificated Balances of REMIC I-A Regular Interest I-LTAA, REMIC I-A Regular Interest I-LTMF1 and REMIC I-A Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I-A Regular Interest I-LTMF1 has been reduced to zero.

All Realized Losses on the Group II Mortgage Loans shall be allocated by the Paying Agent on each Distribution Date to the following REMIC II-A Regular Interests in the specified percentages, as follows: first, to Uncertificated Interest payable to the REMIC II-A Regular Interest II-LTAA and REMIC II-A Regular Interest II-LTZZ up to an aggregate amount equal to the REMIC II-A Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Balances of the REMIC II-A Regular Interest I-LTAA and REMIC II-A

Regular Interest II-LTZZ up to an aggregate amount equal to the REMIC II-A Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTMV7 and REMIC II-A Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II-A Regular Interest II-LTMV7 has been reduced to zero; fourth, to the Uncertificated Balances of REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTMV6 and REMIC II-A Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II-A Regular Interest II-LTMV6 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTMV5 and REMIC II-A Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II-A Regular Interest II-LTMV5 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTMV4 and REMIC II-A Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II-A Regular Interest II-LTMV4 has been reduced to zero; seventh, to the Uncertificated Balances of REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTMV3 and REMIC II-A Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II-A Regular Interest II-LTMV3 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTMV2 and REMIC II-A Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II-A Regular Interest II-LTMV2 has been reduced to zero; and ninth, to the Uncertificated Balances of REMIC II-A Regular Interest II-LTAA, REMIC II-A Regular Interest II-LTMV1 and REMIC II-A Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II-A Regular Interest II-LTMV1 has been reduced to zero.

SECTION 4.05

Compliance with Withholding Requirements.

Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Paying Agent does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholders.

SECTION 4.06

Net WAC Rate Carryover Reserve Account.

(a) No later than the Closing Date, the Paying Agent shall establish and maintain a separate, segregated trust account titled, “Group I Net WAC Rate Carryover Reserve Account and the Group II Net WAC Rate Carryover Reserve Account Citibank, N.A., as Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 2005-WF2.”

(b) On each Distribution Date, the Paying Agent has been directed by the related Class CE Certificateholders to, and therefore shall, deposit into the related Net WAC Rate Carryover Reserve Account the sum of (A) the Cap Amount for such Distribution Date and (B) the amount by which any related Net WAC Rate Carryover Amounts for such Distribution

Date exceed the amounts received by the Paying Agent under the related Cap Contract, rather than distributing such amounts to the related Class CE Certificateholders. On each such Distribution Date, the Paying Agent shall hold all such amounts for the benefit of the Holders of the related Class A and Mezzanine Certificates, and shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such Distribution Date from the related Net WAC Rate Carryover Reserve Account to the Holders of the Class A and Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(g).

On each Distribution Date, after the payment of any Net WAC Rate Carryover Amounts on the related Class A Certificates and Mezzanine Certificates, any amounts remaining in the related Net WAC Rate Carryover Reserve Account (representing payments received by the Paying Agent under the related Cap Contract), shall be payable to the Paying Agent as additional compensation to it, subject to the immediately following paragraph.

(c) For federal and state income tax purposes, the Class CE-I Certificateholders shall be deemed to be the owners of the Group I Net WAC Rate Carryover Reserve Account and all amounts deposited into the Group I Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC I-B to the Holders of the Class CE-1 Interest and by the Class CE-1 Interest to the Holders of the Class CE-1 Certificates. For federal and state income tax purposes, the Class CE-2 Certificateholders shall be deemed to be the owners of the Group II Net WAC Rate Carryover Reserve Account and all amounts deposited into the Group II Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC II-B to the Holders of the Class CE-2 Interest and by the Class CE-2 Interest to the Holders of the Class CE-2 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A and Mezzanine Certificates, all amounts remaining on deposit in the related Net WAC Rate Carryover Reserve Account shall be released by the Trust Fund and distributed to the related Class CE Certificateholders or their designees. The Net WAC Rate Carryover Reserve Accounts shall be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Class A or Mezzanine Certificates of related Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).

(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Paying Agent, and the Paying Agent is hereby is directed, to deposit into the related Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date rather than distributing such amounts to the related Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.

(e) At the direction of the Holders of a majority in Percentage Interest in the related Class CE Certificates, the Paying Agent shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Accounts to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Paying Agent or an Affiliate manages or advises such investment, and (ii)

no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Paying Agent or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Accounts is received by the Paying Agent, the Paying Agent shall invest the funds in any Permitted Investment that meets the requirements of clause (vi) thereof. Interest earned on such investment shall be deposited into the Net WAC Rate Carryover Reserve Accounts.

(f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Accounts in respect of any Net WAC Rate Carryover Amount shall be assigned a value of $12,000 (with respect to the Class AF-1 Certificates), $33,000 (with respect to the Class AV Certificates and $12,000 (with respect to the Group II Mezzanine Certificates).

SECTION 4.07

Commission Reporting.

(a) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Within 15 days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), a Form 8-K with a copy of the statement to be furnished to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2006, the Trust Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of each year thereafter, the Trust Administrator, in its capacity as trust administrator hereunder, shall execute and file a Form 10-K, in substance conforming to industry standards, with respect to the Trust. Such Form 10-K shall include the Master Servicer Certification, the annual independent accountant’s servicing report and annual statement of compliance to be delivered by the Master Servicer pursuant to Sections 3.20 and 3.21. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file the Forms 8-K and the Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trust Administrator and the Master Servicer, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement or the Mortgage Loans as the Trust Administrator or the Master Servicer reasonably deems appropriate to prepare and file all necessary reports with the Commission. Neither the Trust Administrator nor the Master Servicer shall have any responsibility to file any items other than those specified in this Section 4.07; provided, however, the Trust Administrator and the Master Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Fees and expenses incurred by the Trust Administrator or the Master Servicer in connection with this Section 4.07 shall not be reimbursable from the Trust Fund.

SECTION 4.08

The Policy.

(a) If the Trust Administrator determines that an Insured Amount to be covered by the Policy will exist for the related Distribution Date, the Trust Administrator shall complete the notice in the form of Exhibit A to the Policy (the “Notice”) and submit such Notice in accordance with the Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the second Business Day immediately preceding such Distribution Date, as a claim for the amount of such Insured Amount.

(b) The Trust Administrator on behalf of the Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class AF-6B Certificates over which the Trust Administrator on behalf of the Trustee shall have the exclusive control and sole right of withdrawal. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the Class AF-6B Certificates, the Trust Administrator shall deposit such Insured Amount in the Insurance Account and distribute such amount only for purposes of payment to the Class AF-6B Certificates of the Insured Amount for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Seller, the Depositor, the Trust Administrator, the Trustee or the Trust Fund or to pay any other Class of Certificates. Amounts paid under the Policy, to the extent needed to pay the Insured Amount, shall be transferred to the Distribution Account on the related Distribution Date and disbursed by the Paying Agent to the holders of the Class AF-6B Certificates in accordance with Section 4.01(g). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay other distributions to the holders of the Class AF-6B Certificates with other funds available to make such payment. However, the amount of any payment of principal or of interest on the Class AF-6B Certificates to be paid from funds transferred from the Insurance Account shall be noted as provided in paragraph (d) below and in the statement to be furnished to Holders of the Class AF-6B Certificates pursuant to Section 4.02. Funds held in the Insurance Account shall not be invested. Any funds remaining in the Insurance Account on the first Business Day following the later of (i) the related Distribution Date or (ii) the date received by the Trust Administrator, shall be returned to the Certificate Insurer pursuant to the written instructions of the Certificate Insurer by the end of such Business Day.

(c) The Trust Administrator shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class AF-6B Certificate from moneys received under the Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day’s prior notice to the Trust Administrator.

(d) In the event that the Trustee or the Trust Administrator has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee or the Trust Administrator shall so notify each other and the Certificate Insurer, and the Trust Administrator on behalf of the Trustee shall comply with the provisions of the Policy to obtain payment by the Certificate Insurer of such Preference Amount in the amount of such voided Insured Amount, and shall, at the time it provides notice to the Certificate Insurer, notify, by mail the Holders of the affected Class AF-6B Certificates that, in the event any holder’s Insured

Amount is so recovered, such holder of an Class AF-6B Certificate will be entitled to payment pursuant to the Policy, a copy of which shall be made available through the Trust Administrator or the Certificate Insurer, and the Trust Administrator shall furnish to the Certificate Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Trustee or the Trust Administrator on behalf of the Trustee and subsequently recovered from the Holders of the Class AF-6B Certificates, and dates on which such payments were made.

(e) The Trustee or the Trust Administrator shall promptly notify the Certificate Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee or the Trust Administrator, as applicable, has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any distribution made with respect to the Class AF-6B Certificates. Each holder of a Class AF-6B Certificate, by its purchase of such Class AF-6B Certificate, the Master Servicer, the Depositor, the Trust Administrator and the Trustee agree that, the Certificate Insurer (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to, and each holder of an Class AF-6B Certificate and each of the Trustee and the Trust Administrator hereby delegates and assigns to the Certificate Insurer, to the fullest extent permitted by law, the rights of the Trustee, the Trust Administrator and each holder of a Class AF-6B Certificate in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim.

(f) The Trust Administrator shall, upon retirement of the Class AF-6B Certificates, furnish to the Certificate Insurer a notice of such retirement, and, upon retirement of the Class AF-6B Certificates and the expiration of the term of the Policy, surrender the Policy to the Certificate Insurer for cancellation.

(g) The Trustee will hold the Policy in trust as agent for the holders of the Class AF-6B Certificates for the purpose of the Trust Administrator on its behalf making claims thereon and distributing the proceeds thereof. Neither the Policy nor the amounts paid on the Policy will constitute part of the Trust Fund created by this Agreement. Each Holder of the Class AF-6B Certificates, by accepting its Class AF-6B Certificates, appoints the Trust Administrator on behalf of the Trustee as attorney in fact for the purpose of making claims on the Policy.

(h) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Class AF-6B Certificates which is made with moneys received pursuant to the terms of the Policy shall not be considered payment of the Class AF-6B Certificates from the Trust Fund. The Depositor, the Master Servicer, the Trust Administrator and the Trustee acknowledge, and each Holder by its acceptance of an Class AF-6B Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Master Servicer, the Trust Administrator or the Trustee (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Class AF-6B Certificates to the holders of such Class AF-6B Certificates, the Certificate

Insurer will be fully subrogated to, and each holder of an Class AF-6B Certificate, the Master Servicer, the Trust Administrator and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such holders to receive such principal and interest from the Trust Fund, and (b) the Certificate Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in this Agreement. The Trustee, the Trust Fund and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the holders as otherwise set forth herein.

(i) By accepting its Class AF-6B Certificate, each holder of an Class AF-6B Certificate agrees that, unless a Certificate Insurer Default exists, the Certificate Insurer shall be deemed to be the holder of the Class AF-6B Certificate for all purposes (other than with respect to the receipt of payment on the Class AF-6B Certificates) and shall have the right to exercise all rights (including, without limitation, voting rights) of the Holders of the Class AF-6B Certificates under this Agreement and under the Class AF-6B Certificates without any further consent of the holders of the Class AF-6B Certificates. All notices, statement reports, certificates or opinions required by this Agreement to be sent to any Holders of Class AF-6B Certificates shall also be sent to the Certificate Insurer.

ARTICLE V

THE CERTIFICATES

SECTION 5.01

The Certificates.

(a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans.

The Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-7. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class.

Upon original issue, the Certificates shall be executed by the Paying Agent and delivered by the Authenticating Agent to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Paying Agent by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Paying Agent shall bind the Paying Agent, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution, authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Authenticating Agent by manual signature, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

(b) The Book-Entry Certificates shall initially be issued as one or more Certificates held by Book-Entry Custodian or, if appointed to hold such Certificates as provided below, the Depository and registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Certificate Registrar except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book- Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The Paying Agent is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Entry Custodian may, and

if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and the Trust Administrator and any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Paying Agent resigns or is removed in accordance with the terms hereof, the successor Paying Agent or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Certificates held as Book-Entry Certificates by the Book-Entry Custodian.

The Trustee, the Trust Administrator, the Master Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Depositor may for all purposes (including the making of payments due on the Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.

If (i)(A) the Depositor advises the Trust Administrator, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (B) the Depositor is unable to locate a qualified successor or (ii) after the occurrence of a Master Servicer Event of Default, Certificate Owners representing in the aggregate not less than 51% of the Ownership Interests of the Book-Entry Certificates advise the Trust Administrator, the Paying Agent and the Certificate Registrar through the Depository, in writing, that the continuation of a book-entry system through the Depository is no longer in the best interests of the Certificate Owners, the Certificate Registrar shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Paying Agent shall issue the Definitive Certificates. Such Definitive Certificates will be issued in minimum denominations of $100,000, except that any beneficial ownership that was represented by a Book-Entry Certificate in an amount less than $100,000 immediately prior to the issuance of a Definitive Certificate shall be issued in a minimum denomination equal to the amount represented by such Book-Entry Certificate. None of the Depositor, the Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying Agent, the Certificate Registrar nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations

imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Certificate Registrar and the Paying Agent, to the extent applicable with respect to such Definitive Certificates, and the Certificate Registrar and the Paying Agent shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

SECTION 5.02

Registration of Transfer and Exchange of Certificates.

(a) The Certificate Registrar shall cause to be kept at one of the offices or agencies to be appointed by the Trust Administrator in accordance with the provisions of Section 8.12 a Certificate Register for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trust Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.

(b) No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of a Private Certificate is to be made without registration or qualification (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Residual Certificates, the first transfer by an Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class P or Residual Certificate to the issuer under the Indenture or the indenture trustee or indenture trustee administrator under the Indenture or (iii) a transfer of any such Class CE, Class P or Residual Certificate from the issuer under the Indenture or the indenture trustee or indenture trustee administrator under the Indenture to the Depositor or an Affiliate of the Depositor), the Trustee shall require receipt of: (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent, the Paying Agent, the Master Servicer in its capacity as such or any Sub-Servicer), together with copies of the written certification(s) of the Certificateholder desiring to effect the transfer and/or such Certificateholder’s prospective transferee upon which such Opinion of Counsel is based, if any. None of the Depositor or the Trustee is obligated to register or qualify any such Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of any such Certificate shall, and does hereby agree to, indemnify the Trustee, the Depositor and the 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.

Notwithstanding the foregoing, in the event of any such transfer of any Ownership Interest in any Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Ownership Interest by the Depositor, such transfer shall be required to be made in reliance upon Rule 144A under the 1933 Act, and the transferee will be deemed to have made each of the transferee representations and warranties set forth Exhibit F-1

hereto in respect of such interest as if it was evidenced by a Definitive Certificate. The Certificate Owner of any such Ownership Interest in any such Book-Entry Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor 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.

Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(b) will be required in connection with the transfer, on the Closing Date, of any Residual Certificate by the Depositor to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act.

No transfer of a Private Certificate or any interest therein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R.§ 2510.3-101 (“Plan Assets”), as certified by such transferee in the form of Exhibit G, unless, in the case of a Class CE Certificate, a Class P Certificate or Residual Certificate, the Certificate Registrar is provided with an Opinion of Counsel on which the Certificate Registrar, the Depositor, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent and the Master Servicer may rely, to the effect that the purchase of such Certificates is permissible under ERISA and the Code, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Trust Fund. Neither a certification nor an Opinion of Counsel will be required in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Residual Certificates, the first transfer by an Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class P or Residual Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Class CE, Class P or Residual Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall have deemed to have represented that such Affiliate is not a Plan or a Person investing Plan Assets) and the Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor.

Each beneficial owner of a Mezzanine Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan investor, (ii) for Mezzanine Certificates other than the Class MF-5 Certificates, it has acquired and is holding such Mezzanine Certificate in reliance on the Underwriters’ Exemption, and that it understands that there are certain conditions to the availability of the Underwriters’ Exemption, including that such Mezzanine Certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by S&P, Xxxxx’x or

Fitch and the Certificates are so rated or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

If any Certificate or any interest therein is acquired or held in violation of the provisions of the preceding two paragraphs, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.

(c) (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:

(A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.

(B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form attached hereto as Exhibit F-2, from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them.

(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this transaction has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer

of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected.

(D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Residual Certificate and (y) not to transfer its Ownership Interest unless it provides a transferor affidavit (a “Transferor Affidavit”), in the form attached hereto as Exhibit F-2, to the Certificate Registrar stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee.

(E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a “pass-through interest holder.”

(ii) The Certificate Registrar will register the Transfer of any Residual Certificate only if it shall have received the Transfer Affidavit and Agreement and all of such other documents as shall have been reasonably required by the Certificate Registrar as a condition to such registration. In addition, no Transfer of a Residual Certificate shall be made unless the Certificate Registrar shall have received a representation letter from the Transferee of such Certificate to the effect that such Transferee is a Permitted Transferee.

(iii) (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights as holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement.

(B) If any purported Transferee shall become a holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Certificate Registrar shall have the right, without notice to the holder or any prior holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Certificate Registrar on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver each Residual Certificate in accordance with the instructions

of the Certificate Registrar. Such purchaser may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. The proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Certificate Registrar to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.

(iv) The Trust Administrator and the Certificate Registrar shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is a Disqualified Organization. Reasonable compensation for providing such information may be accepted by the Trust Administrator and the Certificate Registrar.

(v) The provisions of this Section 5.02(d) set forth prior to this subsection (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trust Administrator and the Certificate Registrar at the expense of the party seeking to modify, add to or eliminate any such provision the following:

(A) written notification from the Rating Agencies to the effect that the modification, addition to or elimination of such provisions will not cause the Rating Agencies to downgrade its then-current ratings of any Class of Certificates; and

(B) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Trust Administrator, to the effect that such modification of, addition to or elimination of such provisions will not cause any Trust REMIC to cease to qualify as a REMIC and will not cause (x) any Trust REMIC to be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person that is not a Permitted Transferee or (y) a Person other than the prospective transferee to be subject to a REMIC-tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee.

(d) Subject to the preceding subsections, upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to Section 8.12, the Certificate Registrar shall give notice of such surrender to

the Paying Agent and the Authenticating Agent. Upon receipt of such notice, the Paying Agent shall execute and the Authenticating Agent shall authenticate and deliver, in the name of the designated Transferee or Transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest.

(e) At the option of the Holder thereof, any Certificate may be exchanged for other Certificates of the same Class with authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any office or agency of the Certificate Registrar maintained for such purpose pursuant to Section 8.12. Whenever any Certificates are so surrendered for exchange, upon notice from the Certificate Registrar, the Paying Agent shall execute, and the Authenticating Agent shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.

(f) No service charge to the Certificateholders shall be made for any transfer or exchange of Certificates, but the Certificate Registrar may require 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.

(g) All Certificates surrendered for transfer and exchange shall be canceled and destroyed by the Certificate Registrar in accordance with its customary procedures.

SECTION 5.03

Mutilated, Destroyed, Lost or Stolen Certificates.

If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar, the Trustee and the Trust Administrator such security or indemnity as may be required by them to save each of them harmless, then, in the absence of actual knowledge by the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Paying Agent shall execute, and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like denomination and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

SECTION 5.04

Persons Deemed Owners.

The Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent, the Paying Agent and any agent of any of them

may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever, and none of the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent, the Paying Agent or any agent of any of them shall be affected by notice to the contrary.

SECTION 5.05

Certain Available Information.

The Paying Agent shall maintain at its Corporate Trust Office and shall make available free of charge during normal business hours for review by any Holder of a Certificate or any Person identified to the Paying Agent as a prospective transferee of a Certificate, originals or copies of the following items: (A) this Agreement and any amendments hereof entered into pursuant to Section 11.01, (B) all monthly statements required to be delivered to Certificateholders of the relevant Class pursuant to Section 4.02 since the Closing Date, and all other notices, reports, statements and written communications delivered to the Certificateholders of the relevant Class pursuant to this Agreement since the Closing Date, (C) all certifications delivered by a Responsible Officer of the Trust Administrator since the Closing Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates delivered to the Trust Administrator or the Paying Agent by the Master Servicer since the Closing Date to evidence the Master

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CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1,...