Us Bank Sues Countrywide and Bank of America-Aug 2011-Complaint and Exhibits

FILED: NEW YORK COUNTY CLERK 08/29/2011
INDEX NO. 652388/2011

NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 08/29/2011
INDEX NO. 652388/2011

EXHIBIT A
INDEX NO. 652388/2011

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MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Purchaser

and

COUNTRYWIDE HOME LOANS, INC.,
Seller and Servicer

Dated as of April 1, 2003

Conventional Residential Fixed and Adjustable Rate
Mortgage Loans

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ABLE OF CONTENTS

Page
SECTION 1. Definitions. ......................................................................................................... 1
SECTION 2. Agreement to Purchase. .................................................................................... 11
SECTION 3. Mortgage Schedules.......................................................................................... 12
SECTION 4. Purchase Price. .................................................................................................. 12
SECTION 5. Examination of Mortgage Files. ....................................................................... 13
SECTION 6. Conveyance from Seller to Purchaser............................................................... 13
Subsection .6.01. Conveyance of Mortgage Loans; Possession of Servicing Files ................. 13
Subsection .6.02. Books and Records. ...................................................................................... 13
Subsection .6.03. Delivery of Mortgage Loan Documents. ...................................................... 14
SECTION 7. Representations, Warranties and Covenants of the Seller; Remedies for Breach. ...... 15
Subsection .7.01. Representations and Warranties Respecting the Seller................................. 15
Subsection .7.02. Representations and Warranties Regarding Individual Mortgage Loans. .... 16
Subsection .7.03. Remedies for Breach of Representations and Warranties............................. 24
Subsection .7.04. Repurchase of Converted Mortgage Loans................................................... 26
Subsection .7.05. Covenant of the Seller................................................................................... 26
SECTION 8. Closing. ............................................................................................................. 27
SECTION 9. Closing Documents. .......................................................................................... 28
SECTION 10. Costs.................................................................................................................. 29
SECTION 11. Seller's Servicing Obligations. .......................................................................... 30
SECTION 12. Removal of Mortgage Loans from Inclusion Under this Agreement Upon a
Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates. ......... 30
SECTION 13. The Seller. ......................................................................................................... 32
Subsection .13.01. Additional Indemnification by the Seller; Third Party Claims. .................. 32
Subsection .13.02. Merger or Consolidation of the Seller. ....................................................... 32
Subsection .13.03. Limitation on Liability of the Seller and Others. ........................................ 32
Subsection .13.04. Seller Not to Resign. ................................................................................... 33
Subsection .13.05. No Transfer of Servicing. ........................................................................... 33
SECTION 14. Default............................................................................................................... 34
Subsection .14.01. Events of Default. ....................................................................................... 34
Subsection .14.02. Waiver of Defaults. ..................................................................................... 35
SECTION 15. Termination....................................................................................................... 36
Subsection .15.01. Termination. ................................................................................................ 36
Subsection .15.02. Termination Without Cause. ....................................................................... 36
SECTION 16. Successor to the Seller. ..................................................................................... 36
SECTION 17. Financial Statements. ........................................................................................ 37
SECTION 18. Reserved............................................................................................................ 38
SECTION 19. Notices. ............................................................................................................. 38
SECTION 20. Severability Clause. .......................................................................................... 38
SECTION 21. Counterparts. ..................................................................................................... 39
SECTION 22. Governing Law. ................................................................................................ 39
SECTION 23. Intention of the Parties. ..................................................................................... 39
SECTION 24. Successors and Assigns; Assignment of Purchase Agreement......................... 39
SECTION 25. Waivers. ............................................................................................................ 40

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SECTION 26. Exhibits. ............................................................................................................ 40
SECTION 27. General Interpretive Principles. ........................................................................ 40
SECTION 28. Reproduction of Documents. ............................................................................ 40
SECTION 29. Further Agreements. ......................................................................................... 41
SECTION 30. Confidentiality. ................................................................................................. 41
SECTION 31. Recordation of Assignments of Mortgage. ....................................................... 41
SECTION 32. Recordation of Agreement. ............................................................................... 41
SECTION 33. Conflict with Purchase Price and Terms Letter. ............................................... 41
SECTION 34. No Solicitation. ................................................................................................. 41

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EXHIBITS

EXHIBIT 1 SELLER'S OFFICER CERTIFICATE
EXHIBIT 2 FORM OF OPINION OF COUNSEL TO THE SELLER
EXHIBIT 3 SECURITY RELEASE CERTIFICATION
EXHIBIT 4 ASSIGNMENT AND CONVEYANCE
EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 6 FORM OF CUSTODIAL AGREEMENT
EXHIBIT 7 FORM OF CUSTODIAL ACCOUNT LETTER
AGREEMENT
EXHIBIT 8 FORM OF ESCROW ACCOUNT LETTER
AGREEMENT
EXHIBIT 9 SERVICING ADDENDUM
EXHIBIT 10 SELLER'S UNDERWRITING GUIDELINES
EXHIBIT 11 FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT 12 MORTGAGE LOAN SCHEDULE
EXHIBIT 13 FORM OF BACKUP CERTIFICATION

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MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
This is a MASTER MORTGAGE LOAN PURCHASE AND SERVICING
AGREEMENT (the "Agreement"), dated as of April 1, 2003, by and between GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., having an office at 600 Steamboat Road,
Greenwich, Connecticut 06830 (the "Purchaser") and Countrywide Home Loans, Inc., having an
office at 4500 Park Granada, Calabasas, California 91302 (the "Seller").
W I T N E S S E T H:
WHEREAS, the Seller desires to sell on a servicing retained basis, from time to
time, to the Purchaser, and the Purchaser desires to purchase, from time to time, from the Seller,
certain conventional fixed and adjustable rate residential first mortgage loans (the "Mortgage
Loans") as described herein, and which shall be delivered in pools of whole loans (each a
"Mortgage Loan Package") on various dates as provided herein (each a "Closing Date");
WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust or other
security instrument creating a first lien on a residential dwelling located in the jurisdiction
indicated on the Mortgage Loan Schedule for the related Mortgage Loan Package;
WHEREAS, the Purchaser and the Seller wish to prescribe the manner of the
conveyance, servicing and control of the Mortgage Loans; and
WHEREAS, following its purchase of the Mortgage Loans from the Seller, the
Purchaser desires to sell some or all of the Mortgage Loans to one or more purchasers as a whole
loan transfer or a public or private pass through transaction;
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Purchaser and the Seller agree as follows:
SECTION 1. Definitions.
For purposes of this Agreement the following capitalized terms shall have the
respective meanings set forth below.
Adjustable Rate Mortgage Loan A Mortgage Loan which provides for the
adjustment of the Mortgage Interest Rate payable in respect thereto.
Agreement: This Master Mortgage Loan Purchase and Servicing Agreement and
all amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgage Loan, the value of the related
Mortgaged Property based upon the lesser of (i) the appraisal made for the originator at the time
of origination of the Mortgage Loan and (ii) the purchase price of the Mortgaged Property at the
time of origination of the Mortgage Loan, provided, however, that in the case of a Refinanced
Mortgage Loan, such value is based solely upon the appraisal made at the time of origination of
such Refinanced Mortgage Loan and further provided, however, in the case of a Mortgage Loan
originated under the Seller's streamlined documentation program, such value may be based upon

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a prior appraisal that satisfies the requirements of the Seller's streamlined documentation
program.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or
equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect the sale of the Mortgage to the Purchaser.
Balloon Mortgage Loan: Any individual Mortgage Loan purchased pursuant to
this Agreement wherein the Mortgage Note matures after seven years requiring a final and
accelerated payment of the outstanding principal prior to full amortization.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on
which banking and savings and loan institutions, in the States of California or New York, or the
state in which the Seller's servicing operations are located, are authorized or obligated by law or
executive order to be closed.
Closing Date: The date this Agreement is executed and delivered and the date or
dates on which the Purchaser from time to time shall purchase, and the Seller from time to time
shall sell, the Mortgage Loans listed on the related Mortgage Loan Schedule with respect to the
related Mortgage Loan Package.
Condemnation Proceeds: All awards, compensation and settlements in respect of
a taking of all or part of a Mortgaged Property by exercise of the power of condemnation or the
right of eminent domain.
Convertible Mortgage Loan: Any individual Adjustable Rate Mortgage Loan
purchased pursuant to this Agreement which contains a provision whereby the Mortgagor is
permitted to convert the Mortgage Loan to a fixed-rate mortgage loan in accordance with the
terms of the related Mortgage Note.
Custodial Account: The separate account or accounts created and maintained
pursuant to this Agreement, which shall be entitled "Countrywide Home Loans, Inc. in trust for
the Purchaser".
Custodial Agreement: The agreement governing the retention of the originals of
each Mortgage Note, Mortgage, Assignment of Mortgage and other Mortgage Loan Documents,
a form of which agreement is annexed hereto as Exhibit 6.
Custodian: The custodian under the Custodial Agreement, or its successor in
interest or assigns, or any successor to the Custodian under the Custodial Agreement, as therein
provided.
Cut-off Date: The first day of the month in which the related Closing Date occurs
or such other date as agreed to by the Purchaser and the Seller.

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Deleted Mortgage Loan: A Mortgage Loan repurchased or replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
Determination Date: The 15th day of the month of the related Remittance Date or
if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.
Due Date: 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 each Remittance Date, the period commencing on
the second day of the month preceding the month of the Remittance Date and ending on the first
day of the month of the Remittance Date.
Eligible Account: An account or accounts (i) maintained with a depository
institution the short term debt obligations of which are rated by Standard & Poor's Ratings Group
in one of its two (2) highest rating categories at the time of any deposit therein, (ii) the deposits
of which are fully insured by the FDIC, or (iii) maintained with an affiliate of the Seller that
satisfies the requirements set forth in either clause (i) or (ii) of this definition. Eligible Accounts
may bear interest
Escrow Account: The separate trust account or accounts created and maintained
pursuant to this Agreement which shall be entitled "Countrywide Home Loans, Inc. in trust for
the Purchaser and various Mortgagors".
Event of Default: Any one of the conditions or circumstances enumerated in
Section 14.01.
Fair Market Value: With respect to any Mortgage Loan, the market value of the
related Mortgaged Property as mutually agreed upon by the Seller and the Purchaser. In the
event the Seller and the Purchaser disagree as to such Fair Market Value, the Seller shall have
the option to select an appraiser from a list of three independent appraisers selected by the
Purchaser, each of whom meets the minimum FNMA or FHLMC requisite qualifications for
appraisers. Such appraiser shall determine the Fair Market Value of the Mortgaged Property in
accordance with the then current guidelines for the Seller's "full documentation program". Such
appraisal shall be in a form acceptable to FNMA or FHLMC and shall be conclusive for the
purposes of determining the Fair Market Value of the Mortgaged Property. The fee for such
appraisal shall be paid by the Seller, except in the event such fee is incurred in connection with
calculating the Termination Fee in which case the Purchaser shall pay the fee for such appraisal.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Fixed Rate Mortgage Loan: A Mortgage Loan with respect to which the Mortgage
Interest Rate set forth in the Mortgage Note is fixed for the term of such Mortgage Loan.
FNMA: Fannie Mae or any successor thereto.

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Funding Deadline: With respect to each Closing Date, one o'clock p.m. (1:00
p.m.) New York time, or such other time mutually agreed to by the Purchaser and the Seller.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount
set forth in the related Mortgage Note which amount is added to the Index in accordance with the
terms of the related Mortgage Note to determine on each Interest Adjustment Date, the Mortgage
Interest Rate for such Mortgage Loan.
HUD: The Department of Housing and Urban Development or any federal
agency or office thereof which may from time to time succeed to the functions thereof.
Index: With respect to any Mortgage Loan, the index set forth in the related
Mortgage Note for the purpose of calculating the interest rate thereon.
Information Diskette: A diskette or electronic file delivered by the Seller to the
Purchaser, or an electronic data transfer from the Seller to the Purchaser, in respect of each
Mortgage Loan Package which shall contain: (i) the information necessary for the Mortgage
Loan Schedule (other than the information required for items 18, 19, 25, 26 and 27 of the first
sentence of the definition of Mortgage Loan Schedule and items 3 and 4 of the second sentence
of the definition of Mortgage Loan Schedule which information shall be provided by Seller from
other sources); and (ii) the date the last Monthly Payment was actually applied to the unpaid
principal balance; provided, however, with respect to a Fixed Rate Mortgage Loan, the diskette
shall not include the information on the Mortgage Loan Schedule required under items 14, 15,
17, 18, 25, 26 and 27.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance
policies insuring the Mortgage Loan or the related Mortgaged Property.
Interest Adjustment Date: With respect to an Adjustable Rate Mortgage Loan,
the date on which an adjustment to the Mortgage Interest Rate on a Mortgage Note becomes
effective.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as Liquidation
Proceeds, Condemnation Proceeds, Primary Mortgage Insurance Proceeds, Other Insurance
Proceeds, proceeds of any REO Disposition or otherwise, which represent late payments or
collections of Monthly Payments due but delinquent for a previous Due Period and not
previously recovered.
Lender PMI Mortgage Loan: Any individual Mortgage Loan subject to a Primary
Mortgage Insurance Policy, the premiums of which are paid by the mortgagee.
Lifetime Mortgage Interest Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the absolute maximum Mortgage Interest Rate payable, above which the
Mortgage Interest Rate can not be adjusted.
Limited Documentation Program: The guidelines set forth on Exhibit 10 hereto
under which the Seller generally originates Mortgage Loans principally on the basis of the

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Loan-to-Value Ratio of the related Mortgage Loan and the creditworthiness of the Mortgagor.
The maximum Loan-to-Value Ratio permitted under the Limited Documentation Program is
80%.
Liquidation Proceeds: Amounts, other than Primary Mortgage Insurance
Proceeds, Condemnation Proceeds and Other Insurance Proceeds, received by the Seller in
connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure
sale or otherwise, other than amounts received following the acquisition of an REO Property
pursuant to Section 11.13.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the
outstanding principal amount of the Mortgage Loan as of the date of determination to the
Appraised Value of the related Mortgaged Property.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized
and existing under the laws of the State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS System: The system of recording transfers of mortgages electronically
maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors and assigns.
Monthly Advance: The aggregate of the advances made by the Seller on any
Remittance Date pursuant to Section 11.19.
Monthly Payment: The scheduled monthly payment of principal and interest on a
Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage
Note, which creates a first lien on an unsubordinated estate in fee simple in real property
securing the Mortgage Note; except that with respect to real property located in the state of
Hawaii, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure
and create a first lien upon a leasehold estate of the Mortgagor.
Mortgage File: The items pertaining to a particular Mortgage Loan referred to in
Exhibit 5 annexed hereto, and any additional documents required to be added to the Mortgage
File pursuant to this Agreement which Mortgage File may be maintained by the Seller on
microfilm (provided that (i) the Seller shall notify the Purchaser in writing two (2) Business
Days before any original items in the Mortgage File are to be destroyed and the Seller shall
deliver said original items to the Purchaser upon the Purchaser's request and (ii) following the
destruction of said originals, the Seller shall deliver a copy of said microfilm to the Purchaser
upon the Purchaser's request).

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Mortgage Interest Rate: The annual rate at which interest accrues on any
Mortgage Loan, exclusive of any primary mortgage insurance premium and, with respect to an
Adjustable Rate Mortgage Loan, as adjusted from time to time in accordance with the provisions
of the related Mortgage Note and in compliance with the related Lifetime Mortgage Interest Rate
Cap and Periodic Rate Cap of the related Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of this
Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified
on the related Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, and all other rights,
benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The documents listed in Section 2 of the Custodial
Agreement pertaining to any Mortgage Loan.
Mortgage Loan Package: The pool of Mortgage Loans sold to the Purchaser on
the related Closing Date.
Mortgage Loan Schedule: The schedule of Mortgage Loans to be prepared by the
Seller or Purchaser (at Seller's option) from information contained on an Information Diskette
and other information delivered by the Seller to the Purchaser in respect of each Mortgage Loan
Package, setting forth the following information with respect to each Mortgage Loan: (1) the
Seller's Mortgage Loan identifying number; (2) the Mortgagor's name; (3) the street address of
the Mortgaged Property including the city, state and zip code; (4) a code indicating whether the
Mortgaged Property is the Mortgagor's primary residence, secondary residence or an investor
property; (5) the type of residential units constituting the Mortgaged Property (i.e., detached
single family, two-to-four-family, condominium units, etc.); (6) the original months to maturity
or the remaining months to maturity from the Cut-off Date, in any case based on the original
amortization schedule and, if different, the maturity expressed in the same manner but based on
the actual amortization schedule; (7) the Appraised Value of the Mortgaged Property and the
Loan- to-Value Ratio at origination; (8) the Mortgage Interest Rate at origination; (9) the date on
which the initial Monthly Payment was due on the Mortgage Loan; (10) the stated maturity date;
(11) the amount of the Monthly Payment as of the Cut-off Date; (12) the original principal
amount of the Mortgage Loan; (13) the principal balance of the Mortgage Loan as of the close of
business on the Cut-off Date, after deduction of payments of principal due on or before the
Cut-off Date whether or not collected; (14) with respect to an Adjustable Rate Mortgage Loan,
the first Interest Adjustment Date; (15) with respect to an Adjustable Rate Mortgage Loan, the
Gross Margin; (16) a code indicating the purpose of the loan (i.e., purchase, rate and term
refinance, equity take-out refinance); (17) with respect to an Adjustable Rate Mortgage Loan, the
Lifetime Mortgage Interest Rate Cap under the terms of the Mortgage Note; (18) with respect to
an Adjustable Rate Mortgage Loan, the Periodic Rate Cap; (19) the Servicing Fee Rate; (20) a
code indicating the documentation style (i.e., full, alternative, reduced or streamlined); (21) a
code indicating whether a Mortgage Loan is a Fixed Rate or Adjustable Rate Mortgage Loan;
(22) the Primary Mortgage Insurance Policy number, if any, which number (or an additional
code) shall identify the applicable Primary Mortgage Insurance Policy provider; (23) any other
information to be listed as agreed to between the Seller and the Purchaser; (24) a code indicating

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whether the Mortgage Loan is a MERS Mortgage Loan; (25) a code indicating whether the
Mortgage Loan is a Lender PMI Mortgage Loan and, in the case of any Lender PMI Mortgage
Loan, a percentage representing the amount of the related interest premium charged to the
Mortgagor; (26) the Mortgage Interest Rate as of the Cut-off Date; and (27) the index. With
respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current
principal balance of the Mortgage Loans; and (3) the weighted average Mortgage Interest Rate of
the Mortgage Loans. Such schedule may be delivered in magnetic tape or hard copy form or any
combination thereof.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor
secured by a Mortgage.
Mortgaged Property: The real property (or leasehold estate, if applicable, in the
case of a Mortgage Loan in the state of Hawaii) securing repayment of the debt evidenced by a
Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Officer's Certificate: A certificate signed by the Chairman of the Board or the
Vice Chairman of the Board or a President or a Vice President and by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Seller, and delivered
to the Purchaser.
Opinion of Counsel: A written opinion of counsel, who may be an employee of
the party on behalf of whom the opinion is being given, reasonably acceptable to the Purchaser.
Other Insurance Proceeds: Proceeds of any title policy, hazard policy, pool policy
or other insurance policy covering a Mortgage Loan, other than the Primary Mortgage Insurance
Policy, if any, 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
Seller would follow in servicing mortgage loans held for its own account.
Payment Adjustment Date: With respect to each Adjustable Rate Mortgage Loan,
the date on which an adjustment to the Monthly Payment pursuant to the related Mortgage Note
becomes effective.
Pass-Through Transfer: The sale or transfer of some or all of the Mortgage Loans
to a trust to be formed as part of a publicly or privately traded pass-through transaction retaining
the Seller as "servicer" thereunder.
Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan, the
provision of each Mortgage Note which provides for an absolute maximum amount by which the
Mortgage Interest Rate therein may increase or decrease on an Interest Adjustment Date above
the Mortgage Interest Rate previously in effect.

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Person: Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part during any Due Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan's Due Date in such
Due Period, the amount of interest (net of the related Servicing Fee) that would have accrued on
the amount of such Principal Prepayment during the period commencing on the date as of which
such Principal Prepayment was applied to such Mortgage Loan and ending on the day
immediately preceding such Due Date, inclusive.
Primary Mortgage Insurance Policy: A policy of primary mortgage guaranty
insurance issued by a Qualified Insurer which conforms in all respects to the description set forth
in Subsection 7.02 (xxxi) herein.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage
Loan which is received in advance of its scheduled Due Date, including any prepayment penalty
or premium thereon, which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month of
prepayment.
Principal Prepayment Period: As to any Remittance Date, the calendar month
preceding the month of distribution.
Purchase Price: The price paid on the related Closing Date by the Purchaser to
the Seller in exchange for the Mortgage Loans purchased on such Closing Date as calculated in
Section 4 of this Agreement.
Purchase Price and Terms Letters: Those certain letter agreements executed on or
after the date hereof setting forth the general terms and conditions of each transaction
contemplated herein and identifying the loan characteristics of the Mortgage Loans to be
purchased from time to time hereunder, by and between the Seller and the Purchaser. All of the
individual Purchase Price and Terms Letters shall collectively be referred to as the "Purchase
Price and Terms Letter".
Purchaser: Greenwich Capital Financial Products, Inc. or its successor in interest
or any successor to or assignee of the Purchaser under this Agreement as herein provided.
Qualified Insurer: An insurance company duly qualified as such under the laws
of the states in which the Mortgaged Properties are located, duly authorized and licensed in such
states to transact the applicable insurance business and to write the insurance provided, approved
as an insurer by FNMA and FHLMC and whose claims paying ability is rated in one of the two
highest rating categories by the Standard & Poor's Ratings Group or Moody's Investors Service,
Inc. with respect to primary mortgage insurance and in one of the two highest rating categories
by A.M. Best Company, Inc. with respect to hazard and flood insurance.

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Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted
by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, (i) have
an unpaid principal balance, after deduction of all scheduled payments due in the month of
substitution (or in the case of a substitution of more than one (1) mortgage loan for a Deleted
Mortgage Loan, an aggregate principal balance), not in excess of the unpaid principal balance of
the Deleted Mortgage Loan (the amount of any shortfall will be deposited in the Custodial
Account by the Seller in the month of substitution); (ii) have a Mortgage Interest Rate not less
than, and not more than 1% greater than, the Mortgage Interest Rate of the Deleted Mortgage
Loan; (iii) have a remaining term to maturity not later than, and not more than one year earlier
than, the maturity date of the Deleted Mortgage Loan; (iv) comply with each representation and
warranty (respecting individual Mortgage Loans) set forth in Section 7 hereof; and (v) be the
same type of Mortgage Loan (i.e., a Fixed Rate Mortgage Loan, and/or the same type of
Adjustable Rate Mortgage Loan).
Reconstitution Agreements: The agreement or agreements entered into by the
Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with
respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole
Loan Transfer or a Pass-Through Transfer as set forth in Section 12. Such agreement or
agreements shall prescribe the rights and obligations of the Seller in servicing the related
Mortgage Loans.
Reconstitution Date: The date or dates on which any or all of the Mortgage
Loans serviced under this Agreement shall be removed from this Agreement and reconstituted as
part of a Whole Loan Transfer or Pass-Through Transfer pursuant to Section 12 hereof. On such
date, the Mortgage Loans transferred shall cease to be covered by this Agreement and the Seller
shall cease to service those Mortgage Loans under this Agreement in accordance with the
termination provisions set forth in Section 12 hereof.
Record Date: With respect to each Remittance Date, the close of business of the
last Business Day of the month preceding the month of the related Remittance Date.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor
who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the
proceeds of which were used in whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Internal Revenue Code.
Remittance Date: The eighteenth (18th) day of any month, or if such eighteenth
(18th) day is not a Business Day, the first Business Day immediately following.
REO Disposition: The final sale by the Seller of any REO Property.
REO Property: A Mortgaged Property acquired by the Seller on behalf of the
Purchaser as described in Section 11.13 of the Servicing Addendum attached as Exhibit 9.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the
Stated Principal Balance of the Mortgage Loan plus (ii) interest on such Stated Principal Balance

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at the Mortgage Loan Remittance Rate from the last date through which interest has been paid
and distributed to the Purchaser to the date of repurchase, less amounts received or advanced in
respect of such repurchased Mortgage Loan which are being held in the Custodial Account for
distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Seller: Countrywide Home Loans, Inc., or any successor to or assignee of the
Seller under this Agreement as provided herein.
Servicing Addendum: The terms and conditions attached hereto as Exhibit 9
which will govern the servicing of the Mortgage Loans by Seller during the period commencing
on the related Closing Date and ending on the date the Seller enters into a Reconstitution
Agreement.
Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in the performance by the Seller of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration and protection of the
Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii)
the management and liquidation of the REO Property and (iv) compliance with the obligations
under this Agreement.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee
the Purchaser shall pay to the Seller, which shall, for a period of one full month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Stated Principal Balance of
such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment on a Mortgage Loan
is computed. The obligation of the Purchaser to pay the Servicing Fee is limited to, and the
Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected by
the Seller, or as otherwise provided under Section 11 hereof. With respect to REO Property, the
Servicing Fee shall be payable to the Seller through REO Disposition in accordance with Section
11.13 of the Servicing Addendum which Servicing Fee shall be based upon the Stated Principal
Balance of the related Mortgage Loan at the time of foreclosure as reduced by any income or
proceeds received by Purchaser in respect of such REO Property and applied to reduce the
outstanding principal balance of the foreclosed Mortgage Loan.
Servicing Fee Rate: The per annum rate at which the Servicing Fee accrues,
which rate shall be set forth in the related Purchase Price and Terms Letter.
Servicing File: With respect to each Mortgage Loan, the file retained by the
Seller consisting of (a) originals of all documents in the Mortgage File other than those delivered
to Purchaser or copies of such documents maintained on microfilm (provided that (i) the Seller
shall notify the Purchaser in writing two (2) Business Days before any original items in the
Servicing File are to be destroyed and the Seller shall deliver said originals to the Purchaser
upon the Purchaser's request and (ii) following the destruction of said originals, the Seller shall
deliver a copy of said microfilm to the Purchaser upon the Purchaser's request) which are not
delivered to the Purchaser or the Custodian and (b) copies of the Mortgage Loan Documents set
forth in Section 2 of the Custodial Agreement.

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Servicing Officer: Any officer of the Seller involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by the Seller to the Purchaser upon request, as such list may from time to time
be amended.
Stated Principal Balance: With respect to each Mortgage Loan as of the date of
such determination: (i) the unpaid principal balance of the Mortgage Loan as of the Cut-off Date
after giving effect to payments of principal due on or before such date, whether or not received,
and without giving effect to payments received on or before such date in respect of payments due
after such date for application on the scheduled Due Date, minus (ii) all amounts previously
distributed to the Purchaser with respect to the related Mortgage Loan representing payments or
recoveries of principal or advances in lieu thereof.
Termination Fee: The amount paid to the Seller by the Purchaser in the event of
the Seller's termination without cause, as servicer. Such fee shall equal the sum of (i) the greater
of (A) two and one-half percent (2%) of the aggregate outstanding principal amount of the
Mortgage Loans, or (B) the fair market value of the servicing rights, each as of the termination
date, plus (ii) all reasonable costs and expenses incurred by the Seller in managing the transfer of
the servicing, plus (iii) in the case of REO Property, the greater of (Y) 100% of the Stated
Principal Balance of the Mortgage Loan encumbering the Mortgaged Property at the time such
Mortgaged Property was acquired and became REO Property or (Z) the Fair Market Value of the
REO Property at the time of termination.
Underwriting Guidelines: As defined in the respective Purchase Price and Terms
Letter.
Updated Loan-to-Value Ratio: With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the date of determination divided by
the Value of the related Mortgaged Property as determined by the appraisal made for the
originator at the time of origination of the Mortgage Loan or in the event that an appraisal was
made since the origination of the Mortgage Loan then the latest appraisal of the Mortgaged
Property. Such appraisal shall (i) be in a form acceptable to FNMA and FHLMC and (ii) meet
the then current guidelines for the Company's so called "full documentation" program.
Whole Loan Agreement: Any Reconstitution Agreement in respect of a Whole
Loan Transfer.
Whole Loan Transfer: The sale or transfer by Purchaser of some or all of the
Mortgage Loans in a whole loan or participation certificate format pursuant to a Reconstitution
Agreement retaining the Seller as "servicer" thereunder.
SECTION 2. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, Mortgage Loans
having an aggregate unpaid principal balance on the related Cut-off Date in an amount as set
forth in the related Purchase Price and Terms Letter, or in such other amount as agreed by the
Purchaser and the Seller as evidenced by the actual aggregate unpaid principal balance of the
Mortgage Loans accepted by the Purchaser on the Closing Date.

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SECTION 3. Mortgage Schedules.
No later than the related Closing Date, the Seller shall deliver to the Purchaser the
Information Diskette and all other information agreed to be provided by the Seller in the
definition of Information Diskette or in the Purchase Price and Terms Letter with respect to each
Mortgage Loan, which Information Diskette, with all other applicable information given by
Seller to Purchaser, shall be used to prepare the Mortgage Loan Schedule listing the Mortgage
Loans to be purchased on such Closing Date. Such Mortgage Loans shall conform to the terms
set forth in the related Purchase Price and Terms Letter and, to the extent not consistent with the
Purchase Price and Terms Letter and this Agreement, any Mortgage Loans which do not so
conform shall, at the Purchaser's option, be deleted from the Mortgage Loan Schedule prior to
the Closing Date, and, pursuant to Subsection 7.03 of this Agreement, may be replaced by a
substitute Mortgage Loan (or Mortgage Loans) acceptable to the Purchaser.
SECTION 4. Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as
stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein),
multiplied by the aggregate Stated Principal Balance, as of the related Cut-off Date, of the
Mortgage Loans listed on the related Mortgage Loan Schedule. If so provided in the related
Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately.
In addition to the Purchase Price as described above, the Purchaser shall pay to
the Seller, at closing, accrued interest on the Stated Principal Balance as of the Cut-off Date of
the related Mortgage Loans at the weighted average interest rate of those Mortgage Loans, net of
interest at the Servicing Fee Rate, from the related Cut-off Date to the day prior to the related
Closing Date, inclusive and, with respect to Lender PMI Mortgage Loans, net of the amount of
the fee for the related policy, from the related Cut-off Date to the day prior to the related Closing
Date, inclusive.
The Purchaser shall be entitled to (l) all scheduled principal due after the related
Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date
(provided, however, that all scheduled payments of principal due on or before the related Cut-off
Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3)
all payments of interest on the Mortgage Loans net of interest at the Servicing Fee Rate (minus
that portion of any such payment which is allocable to the period prior to the related Cut-off
Date) and, with respect to Lender PMI Mortgage Loans, net of the amount of the fee for the
related policy. The unpaid principal balance of each Mortgage Loan as of the related Cut-off
Date is determined after application of payments of principal due on or before the related Cut-off
Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid
for a due date beyond the related Cut-off Date shall not be applied to the principal balance as of
the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall
be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the
Custodial Account, which account is established for the benefit of the Purchaser for subsequent
remittance by the Seller to the Purchaser. All payments of principal and interest, less interest at
the Servicing Fee Rate, due on the first day of the month after the related Cut-off Date shall
belong to the Purchaser.

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SECTION 5. Examination of Mortgage Files.
Not later than the Business Day prior to the related Closing Date, the Seller shall
(a) deliver to the Custodian in escrow, for examination with respect to each Mortgage Loan to be
purchased, the related Mortgage Loan Documents, including the Assignment of Mortgage,
pertaining to each Mortgage Loan, or (b) make the related Mortgage File available to the
Purchaser for examination at the Seller's offices or such other location as shall otherwise be
agreed upon by the Purchaser and the Seller. Such examination may be made by the Purchaser
or its designee at any reasonable time before or after the related Closing Date. If the Purchaser
makes such examination prior to the related Closing Date and identifies any Mortgage Loans that
do not conform to the requirements of the Purchase Price and Terms Letter, such Mortgage
Loans, at the Purchaser's option, shall be deleted from the related Mortgage Loan Schedule, and,
pursuant to Subsection 7.03 of this Agreement, may be replaced by a substitute Mortgage Loan
(or Mortgage Loans) acceptable to the Purchaser. The Purchaser may, at its option and without
notice to the Seller as to whether it has examined the Mortgage Files, purchase all or part of the
Mortgage Loans without conducting any partial or complete examination. The fact that the
Purchaser or its designee has conducted or has failed to conduct any partial or complete
examination of the Mortgage Files shall not affect the Purchaser's (or any of its successor's)
rights to demand repurchase, substitution or other relief as provided herein.
SECTION 6. Conveyance from Seller to Purchaser.
Subsection 6.01. Conveyance of Mortgage Loans; Possession of Servicing
Files
On each Closing Date, the Seller shall execute and deliver an Assignment and
Conveyance in the form attached hereto as Exhibit 4. The Servicing File retained by the Seller
pursuant to this Agreement shall be appropriately identified in the Seller's computer system to
clearly reflect the sale of the related Mortgage Loan to the Purchaser. The Seller shall release
from its custody the contents of any Servicing File retained by it only in accordance with this
Agreement.
Subsection 6.02. Books and Records.
Record title to each Mortgage and the related Mortgage Note as of the related
Closing Date shall be in the name of the relevant Mortgage Loan originator or the Seller.
Notwithstanding the foregoing, ownership of each Mortgage and related Mortgage Note shall be
possessed solely by the Purchaser or the appropriate designee of the Purchaser, as the case may
be. All rights arising out of the Mortgage Loans including, but not limited to, all funds received
by the Seller after the related Cut-off Date on or in connection with a Mortgage Loan, other than
as provided in this Agreement, shall be vested in the Purchaser or one or more designees of the
Purchaser; provided, however, that all funds received on or in connection with a Mortgage Loan
shall be received and held by the Seller in trust for the benefit of the Purchaser or the appropriate
designee of the Purchaser, as the case may be, as the owner of the Mortgage Loans pursuant to
the terms of this Agreement.
The sale of each Mortgage Loan shall be reflected on the Seller's balance sheet
and other financial statements as a sale of assets by the Seller.

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The Seller shall maintain with respect to each Mortgage Loan and shall make
available for inspection by any Purchaser or its designee the related Servicing File during the
time the Purchaser retains ownership of a Mortgage Loan and thereafter in accordance with
applicable laws and regulations.
The Seller shall keep at its servicing office books and records in which, subject to
such reasonable regulations as it may prescribe, the Seller shall note transfers of Mortgage
Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with
the terms hereof. For the purposes of this Agreement, the Seller shall be under no obligation to
deal with any person with respect to this Agreement or the Mortgage Loans unless the books and
records show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the
terms of this Agreement, sell and transfer one or more of the Mortgage Loans. Upon receipt of
notice of the transfer, the Seller shall mark its books and records to reflect the ownership of the
Mortgage Loans of such assignee, and shall release the previous Purchaser from its obligations
hereunder with respect to the Mortgage Loans sold or transferred.
Subsection 6.03. Delivery of Mortgage Loan Documents.
Pursuant to the Custodial Agreement, on the Business Day prior to each Closing
Date, the Seller shall deliver and release to the Custodian those Mortgage Loan Documents as
required by the Custodial Agreement with respect to each Mortgage Loan set forth on the related
Mortgage Loan Schedule.
In addition, in connection with the assignment of any MERS Mortgage Loan, the
Seller agrees that it will cause, at the Sellers expense, the MERS System to indicate that such
Mortgage Loans have been assigned by the Seller to the Purchaser in accordance with this
Agreement (or deleting, in the case of Mortgage Loans which are repurchased in accordance
with this Agreement) by including in such computer files the information required by the MERS
System to identify the Purchaser and the series in which such Mortgage Loans were sold. The
Seller further agrees that it will not 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.
If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan
that is a MERS Mortgage Loan, the Seller shall either (i) cause MERS to execute and deliver an
Assignment of 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 or (ii) cause MERS to designate on the MERS
System the Seller or its designee as the beneficial holder of such Mortgage Loan.
The Custodian shall certify its receipt of all such Mortgage Loan Documents
required to be delivered pursuant to the Custodial Agreement for the related Closing Date, as
evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial
Agreement. The Purchaser shall be responsible for maintaining the Custodial Agreement and
shall pay all fees and expenses of the Custodian.
The Seller shall forward by personal delivery, recognized overnight delivery
service or registered or certified first class mail, postage prepaid, return receipt requested to the

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Custodian original documents evidencing an assumption, modification, consolidation or
extension of any Mortgage Loan entered into in accordance with this Agreement within two (2)
weeks of their execution, provided, however, that the Seller shall provide the Custodian with a
certified true copy of any such document submitted for recordation within two (2) weeks of its
execution, and shall provide the original of any document submitted for recordation or a copy of
such document certified by the appropriate public recording office to be a true and complete
copy of the original promptly upon receipt of same, but in no event later than eighteen (18)
months after such document was submitted for recording.
SECTION 7. Representations, Warranties and Covenants of the
Seller; Remedies for Breach.
Subsection 7.01. Representations and Warranties Respecting the Seller.
The Seller represents, warrants and covenants to the Purchaser that as of each
Closing Date or as of such date specifically provided herein:
(i) The Seller is duly organized, validly existing and in good
standing under the laws of New York and is qualified to transact business in and is in good
standing under the laws of each state where a Mortgaged Property is located or is otherwise
exempt under applicable law from such qualification or is otherwise not required under
applicable law to effect such qualification and no demand for such qualification has been made
upon the Seller by any state having jurisdiction and in any event the Seller is or will be in
compliance with the laws of any such state to the extent necessary to insure the enforceability of
each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of
this Agreement. No licenses or approvals obtained by Seller have been suspended by any court,
administrative agency, arbitrator or governmental body and no proceedings are pending which
might result in such suspension;
(ii) The Seller has the full power and authority to execute, deliver and
perform, and to enter into and consummate, all transactions contemplated by this Agreement.
The Seller has duly authorized the execution, delivery and performance of this Agreement and
has duly executed and delivered this Agreement. This Agreement, assuming due authorization,
execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the
Seller, enforceable against it in accordance with its terms except as the enforceability thereof
may be limited by bankruptcy, insolvency, or reorganization. As of the related Closing Date, the
Seller has the full power and authority to hold each Mortgage Loan and to sell each Mortgage
Loan;
(iii) Neither the execution and delivery of this Agreement, the
acquisition or origination of the Mortgage Loans by the Seller, the sale of the Mortgage Loans to
the Purchaser, the consummation of the transactions contemplated hereby, nor the fulfillment of
or compliance with the terms and conditions of this Agreement, will conflict with or result in a
breach of any of the terms, conditions or provisions of the Seller's certificate of incorporation or
by-laws or result in a material breach of any legal restriction or any agreement or instrument to
which the Seller is now a party or by which it is bound, or constitute a material default or result
in an acceleration under any of the foregoing, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Seller or its property is subject or impair the

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ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage
Loans;
(iv) The Seller is an approved seller/servicer for either FNMA or
FHLMC in good standing and is a mortgagee approved by the Secretary of HUD pursuant to
Section 203 and 211 of the National Housing Act. No event has occurred, including but not
limited to a change in insurance coverage, which would make the Seller unable to comply with
FNMA, FHLMC or HUD eligibility requirements or which would require notification to FNMA,
FHLMC or HUD;
(v) The Seller does not believe, nor does it have any reason or cause
to believe, that it cannot perform each and every covenant contained in this Agreement;
(vi) There is no action, suit, proceeding, investigation or litigation
pending or, to the Seller's knowledge, threatened, which either in any one instance or in the
aggregate, if determined adversely to the Seller would adversely affect the sale of the Mortgage
Loans to the Purchaser, the execution, delivery or enforceability of this Agreement, the ability of
the Seller to service the Mortgage Loans hereunder in accordance with the terms hereof, or the
Seller's ability to perform its obligations under this Agreement;
(vii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and performance by the
Seller of or compliance by the Seller with this Agreement or the terms of the Mortgage Loans,
the delivery of a portion of the Mortgage Files to the Custodian for the benefit of the Purchaser,
the sale of the Mortgage Loans to the Purchaser or the consummation of the transactions
contemplated by this Agreement, or if required, such consent, approval, authorization or order
has been obtained prior to the related Closing Date;
(viii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement
are not subject to the bulk transfer or any similar statutory provisions in effect in the State of
California;
(ix) No written statement, report or other document prepared and
furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in
connection with the transactions contemplated hereby contains any untrue statement of material
fact or omits to state a material fact necessary to make the statements contained therein not
misleading; and
(x) The Seller 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 MERS Mortgage Loans for as long as such Mortgage Loans are registered with
MERS.
Subsection 7.02. Representations and Warranties Regarding Individual
Mortgage Loans.

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The Seller hereby represents and warrants to the Purchaser that, as to each
Mortgage Loan, as of the related Closing Date for such Mortgage Loan:
(i) The information contained in the Mortgage Loan Schedule is
complete, true and correct;
(ii) All payments required to be made up to, and excluding, the
related Cut-off Date for such Mortgage Loan under the terms of the Mortgage Note have been
made; the Seller has not advanced funds, or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the Mortgaged Property subject to the
Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan;
and there has been no delinquency of more than thirty days in any payment by the Mortgagor
thereunder during the last twelve months;
(iii) There are no delinquent taxes, ground rents, water charges, sewer
rents, assessments, insurance premiums, leasehold payments, including assessments payable in
future installments or other outstanding charges affecting the related Mortgaged Property;
(iv) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written instruments which have
been recorded, if necessary to protect the interests of the Purchaser, and which have been
delivered to the Purchaser or the Custodian. The substance of any such waiver, alteration or
modification has been approved by the primary mortgage guaranty insurer, if any, and by the
title insurer, to the extent required by the related policy and its terms are reflected on the
Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in
connection with an assumption agreement approved by the primary mortgage insurer, if any, and
title insurer, to the extent required by the policy, and which assumption agreement is part of the
Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule;
(v) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any
right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right
of rescission, set-off, counterclaim or defense, including the defense of usury and no such right
of rescission, set-off, counterclaim or defense has been asserted with respect thereto;
(vi) All buildings upon the Mortgaged Property are insured by an
insurer acceptable to either FNMA or FHLMC against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of the Servicing Addendum
attached as Exhibit 9. All such insurance policies (collectively, the "hazard insurance policy")
contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee
and all premiums thereon have been paid. If the Mortgaged Property is in an area identified in
the Federal Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the requirements of either FNMA or FHLMC. The Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at Mortgagor's cost and expense, and on the

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Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at
Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor;
(vii) Any and all requirements of any federal, state or local law
including, without limitation, all applicable predatory and abusive lending, usury, truth in
lending, real estate settlement procedures, consumer credit protection, equal credit opportunity
or disclosure laws applicable to the Mortgage Loan have been complied with;
(viii) The Mortgage has not been satisfied, canceled, subordinated, or
rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of
the Mortgage, in whole or in part, nor has any instrument been executed that would effect any
such release, cancellation, subordination or rescission;
(ix) The Mortgage is a valid, existing and enforceable first lien on the
Mortgaged Property, including all improvements on the Mortgaged Property, subject only to (a)
the lien of current real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of the public record as of
the date of recording being acceptable to mortgage lending institutions generally and specifically
referred to in lender's title insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged Property, and (c) other
matters to which like properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the Mortgage Loan establishes
and creates a valid, existing and enforceable first lien and first priority security interest on the
property described therein and the Seller has full right to sell and assign the same to the
Purchaser;
(x) The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or
reorganization;
(xi) To the best of the Seller's knowledge after reasonable inquiry and
investigation, all parties to the Mortgage Note and the Mortgage had legal capacity to enter into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the
Mortgage Note and the Mortgage have been duly and properly executed by such parties. The
Mortgagor is a natural person or is otherwise an eligible borrower under FNMAs Selling Guide
or FHLMCs Selling Guide;
(xii) The proceeds of the Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any escrow funds
therefore have been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

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(xiii) The Seller is the sole owner and holder of the Mortgage Loan.
The Mortgage Loan is not assigned or pledged, and the Seller has good and marketable title
thereto and has full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of
any encumbrance, equity, lien, pledge, charge, claim or security interest and has full right and
authority subject to no interest or participation of, or agreement with, any other party, to sell and
assign each Mortgage Loan pursuant to this Agreement;
(xiv) To the best of the Seller's knowledge, after reasonable inquiry
and investigation, all parties which have had any interest in the Mortgage, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of
such interest, were) (a) in compliance with any and all applicable licensing requirements of the
laws of the state wherein the Mortgaged Property is located, and (b) organized under the laws of
such state, or (c) qualified to do business in such state, or (d) a federal savings and loan
association or national bank having principal offices in such state, or (e) not doing business in
such state;
(xv) The Mortgage Loan is covered by an ALTA lender's title
insurance policy acceptable to either FNMA or FHLMC, issued by a title insurer acceptable to
either FNMA or FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained in (ix)(a) and (b) above) the
Seller, its successors and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and, in the case of an Adjustable Rate Mortgage Loan,
against any loss by reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage Note and/or Mortgage providing for adjustment in the Mortgage
Interest Rate and Monthly Payment. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged
Property or any interest therein. The Seller is the sole insured of such lender's title insurance
policy, and such lender's title insurance policy is in full force and effect and will be in full force
and effect upon the consummation of the transactions contemplated by this Agreement. No
claims have been made under such lender's title insurance policy, and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission, anything which would
impair the coverage of such lender's title insurance policy;
(xvi) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the Mortgage Note and no event which, with the passage of time
or with notice and the expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, and the Seller has not waived any default, breach, violation or
event of acceleration;
(xvii) To the best of the Seller's knowledge after reasonable inquiry and
investigation, there are no mechanics' or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give rise to such lien)
affecting the related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;
(xviii) To the best of the Seller's knowledge after reasonable inquiry and
investigation, all improvements which were considered in determining the Appraised Value (as
defined in clause (i) of said definition) of the related Mortgaged Property lay wholly within the

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boundaries and building restriction lines of the Mortgaged Property, and no improvements on
adjoining properties encroach upon the Mortgaged Property;
(xix) The Mortgage Loan was originated by the Seller or by a savings
and loan association, a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee approved as such by
the Secretary of HUD pursuant to Sections 203 and 211 of the National housing Act. Principal
payments on the Mortgage Loan commenced no more than sixty (60) days after funds were
disbursed in connection with the Mortgage Loans. With respect to each Mortgage Loan, the
Mortgage Note is payable on the Due Date in Monthly Payments, which, (A) in the case of a
Fixed Rate Mortgage Loan, are sufficient to fully amortize the original principal balance over the
original term thereof and to pay interest at the related Mortgage Interest Rate, and (B) in the case
of an Adjustable Rate Mortgage Loan, are changed on each Payment Adjustment Date, and in
any case, are sufficient to fully amortize the original principal balance over the original term
thereof and to pay interest at the related Mortgage Interest Rate;
(xx) The origination and collection practices used by the Seller with
respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing business. With respect to escrow deposits
and Escrow Payments, if any, all such payments are in the possession of, or under the control of,
the Seller and there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. No escrow deposits or Escrow
Payments or other charges or payments due the Seller have been capitalized under any Mortgage
or the related Mortgage Note. With respect to Adjustable Rate Mortgage Loans, all Mortgage
Interest Rate adjustments have been made in strict compliance with state and federal law and the
terms of the related Mortgage Note. Any interest required to be paid pursuant to state and local
law has been properly paid and credited;
(xxi) To the best of the Seller's knowledge, after reasonable inquiry
and investigation, the Mortgaged Property is free of damage and waste and there is no
proceeding pending for the total or partial condemnation thereof;
(xxii) The Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security provided thereby, including, (a) in
the case of a Mortgage designated as a deed of trust, by trustee's sale, and (b) otherwise by
judicial foreclosure. There is no other exemption available to the Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose
the Mortgage. There is no homestead or other exemption available to the Mortgagor which
would interfere with the right to sell the Mortgaged Property at a trustees sale or the right to
foreclose the Mortgage. The Mortgagor has not notified the Seller and the Seller has no
knowledge of any relief requested or allowed to the Mortgagor under the Soldiers and Sailors
Civil Relief Act of 1940;
(xxiii) The Mortgage Loan was underwritten generally in accordance
with the Seller's underwriting standards in effect at the time the Mortgage Loan was originated
or acquired and the underwriting guidelines described in the related Purchase Price and Terms

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Letter. The Seller's underwriting standards in effect as of the date of the initial Closing Date
have been delivered to Purchaser and are attached hereto as Exhibit 10;
(xxiv) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to in (ix) above;
(xxv) The Mortgage File contains an appraisal of the related Mortgaged
Property signed prior to the approval of the Mortgage Loan application by an appraiser which
meets the minimum FNMA or FHLMC requisite qualifications for appraisers, duly appointed by
the originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan
made on the security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan; the appraisal is in a form acceptable to FNMA or FHLMC,
with such riders as are acceptable to FNMA or FHLMC, as the case may be;
(xxvi) In the event the Mortgage constitutes a deed of trust, a trustee,
duly qualified under applicable law to serve as such, has been properly designated and currently
so serves and is named in the Mortgage, and no fees or expenses are or will become payable by
the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor;
(xxvii) No Mortgage Loan contains provisions pursuant to which
Monthly Payments are (a) paid or partially paid with funds deposited in any separate account
established by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any
source other than the Mortgagor or (c) contains any other similar provisions which may
constitute a buydown provision. The Mortgage Loan is not a graduated payment mortgage
loan and the Mortgage Loan does not have a shared appreciation or other contingent interest
feature;
(xxviii) With respect to an Adjustable Rate Mortgage Loan, the
Mortgagor has received all disclosure materials required by applicable law with respect to the
making of an adjustable rate mortgage loan and rescission materials with respect to Refinanced
Mortgage Loans. The Seller shall maintain all such statements in the Mortgage File;
(xxix) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange
of a Mortgaged Property;
(xxx) The Seller has no knowledge of any circumstances or condition
with respect to the Mortgage, the Mortgaged Property or the Mortgagor that can reasonably be
expected to cause the Mortgage Loan to become delinquent, or adversely affect the value of the
Mortgage Loan;
(xxxi) No Mortgage Loan has a Loan-to-Value Ratio at origination in
excess of 95% or as otherwise set forth in the related Purchase Price and Terms Letter. Each
such Mortgage Loan with an LTV at origination in excess of 80% is and will be subject to a
Primary Mortgage Insurance Policy, issued by an insurer approved by FNMA or FHLMC, which
insures that portion of the Mortgage Loan over 75% of the Appraised Value of the related

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Mortgaged Property. All provisions of such Primary Mortgage Insurance Policy have been and
are being complied with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such Primary Mortgage Insurance Policy obligates
the Mortgagor thereunder to maintain such insurance and to pay all premiums and charges in
connection therewith, except with respect to any Lender PMI Mortgage Loan. Except in
connection with a Lender PMI Mortgage Loan, the Mortgage Interest Rate for the Mortgage
Loan is exclusive of any such insurance premium;
(xxxii) To the best of the Seller's knowledge, after reasonable inquiry
and investigation, the Mortgaged Property is lawfully occupied under applicable law. To the
best of the Seller's knowledge after reasonable inquiry and investigation, all inspections, licenses
and certificates required to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy, have been made or obtained from the appropriate
authorities;
(xxxiii) No action has been taken or failed to be taken, no event has
occurred and no state of facts exists or has existed on or prior to the Closing Date (whether or
not known to the Seller on or prior to such date) which has resulted or will result in an exclusion
from, denial of, or defense to coverage under any private mortgage insurance (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the availability of the
timely payment of the full amount of the loss otherwise due thereunder to the insured) whether
arising out of actions, representations, errors, omissions, negligence, or fraud of the Seller, and to
the best of the Sellers knowledge, the Mortgagor or any other party involved in the application
for such coverage, including the appraisal, plans and specifications and other exhibits or
documents submitted therewith to the insurer under such insurance policy, or for any other
reason under such coverage, but not including the failure of such insurer to pay by reason of such
insurer's breach of such insurance policy or such insurer's financial inability to pay;
(xxxiv) To the best of the Seller's knowledge, after reasonable inquiry
and investigation, the Assignment of Mortgage, is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is located;
(xxxv) Any future advances made to the Mortgagor prior to the Cut-off
Date have been consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest rate and single
repayment term. The lien of the Mortgage securing the consolidated principal amount is
expressly insured as having first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title evidence acceptable to
FNMA or FHLMC. The consolidated principal amount does not exceed the original principal
amount of the Mortgage Loan;
(xxxvi) If the Mortgaged Property is a condominium unit or a planned
unit development (other than a de minimis planned unit development) such condominium or
planned unit development project meets the eligibility requirements for FNMA or FHLMC;
(xxxvii) The Mortgage Note and Mortgage are on forms acceptable to
FNMA or FHLMC;

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(xxxviii) The Mortgaged Property is located in the state indicated on
the Mortgage Loan Schedule, and consists of a single parcel of real property with a detached
single family residence erected thereon, or an individual condominium unit, or a 2-4 family
dwelling or an individual unit in a planned unit development as defined by FNMA, none of
which is a mobile home, manufactured dwelling, cooperative housing, commercial property or
mixed use property;
(xxxix) The Mortgage Note, the Mortgage, the Assignment of
Mortgage and any other documents required to be delivered with respect to each Mortgage Loan
pursuant to the Custodial Agreement, have been delivered to the Custodian all in compliance
with the specific requirements of the Custodial Agreement. With respect to each Mortgage
Loan, the Seller is in possession of a complete Mortgage File in compliance with Exhibit 5,
except for such documents as have been delivered to the Custodian;
(xl) Except for a Mortgage Loan secured by Mortgaged Property
located in the state of Hawaii, no Mortgage Loan is secured by a Mortgage on a leasehold estate.
With respect to Mortgage Loans in the state of Hawaii that are secured by a leasehold estate, (i)
the lease is valid, in full force and effect, and conforms to all of FNMA's requirements for
leasehold estates; (ii) all rents and other payments due under the lease have been paid; (iii) the
lessee is not in default under any provision of the lease; (iv) the term of the lease exceeds the
maturity date of the related Mortgage Loan by at least ten years; and (v) the mortgagee under the
Mortgage Loan is given notice and an opportunity to cure any defaults under the lease;
(xli) The Mortgage contains an enforceable provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event
that the Mortgaged Property is sold or transferred without the prior written consent of the
mortgagee thereunder;
(xlii) Except as set forth on the related Purchase Price and Terms
Letter, interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of
twelve 30-day months;
(xliii) No fraud was committed by the Seller in connection with the
origination or servicing of the Mortgage Loan and to the best of Sellers knowledge, no fraud
was committed with respect to the Mortgage Loan on the part of the Mortgagor or any other
person involved in the origination of the Mortgage Loan;
(xliv) No Mortgage Loan was originated in the state of Texas under
Article XVI, Section 50(a)(6) of the Texas Constitution;
(xlv) To the best of Sellers knowledge after reasonable inquiry and
investigation, the Mortgaged Property is in material compliance with all applicable
environmental laws pertaining to environmental hazards including, without limitation, asbestos,
and neither the Seller nor, to the Sellers knowledge, the related Mortgagor, has received any
notice of any violation of such law;
(xlvi) No Mortgage Loan is (a) subject to the provisions of the
Homeownership and Equity Protection Act of 1994 as amended (HOEPA), (b) a high cost

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mortgage loan, covered mortgage loan or predatory mortgage loan under any federal, state
or local law, or (c) subject to any comparable federal, state or local statutes or regulations,
including, without limitation, the provisions of the Georgia Fair Lending Act, the City of
Oakland, California Anti-Predatory Lending Ordinance No. 12361 or any other statute or
regulation providing assignee liability to holders of such mortgage loans;
(xlvii) None of the proceeds of the Mortgage Loan were used to finance
the purchase of single premium credit life or disability insurance policies or any comparable
insurance;
(xlviii) No Mortgage Loan secured by a mortgaged property located in
the State of Georgia was originated after October 1, 2002 and prior to March 7, 2003;
(lii) No Mortgage Loan has a balloon payment feature; and
(liii) No Mortgage Loan is a Convertible Mortgage Loan.

Subsection 7.03. Remedies for Breach of Representations and Warranties.
It is understood and agreed that the representations and warranties set forth in
Subsections 7.01 and 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and
shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to
examine any Mortgage File. With respect to the representations and warranties contained in
Subsection 7.02 which are made to the best of the Seller's knowledge, after reasonable inquiry
and investigation, if it is discovered by either the Seller or the Purchaser that the substance of
such representation and warranty is inaccurate and such inaccuracy materially and adversely
affects the value of the related Mortgage Loan, the Purchaser shall be entitled to all the remedies
to which it would be entitled for a breach of representation or warranty, including, without
limitation, the repurchase requirements contained herein, notwithstanding the Seller's lack of
knowledge with respect to the inaccuracy at the time the representation or warranty was made.
Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing
representations and warranties which materially and adversely affects the value of one or more
of the Mortgage Loans or which materially and adversely affects the interests of the Purchaser in
one or more of the Mortgage Loans, the party discovering such breach shall give prompt written
notice to the other.
The Seller shall have a period of ninety (90) days from the earlier of its discovery
of a breach or the receipt by Seller of notice of such a breach within which to correct or cure
such breach. The Seller hereby covenants and agrees that if any such breach cannot be corrected
or cured within such ninety (90) day period, the Seller shall, at Purchaser's option and not later
than ninety (90) days after its discovery or its receipt of notice of such breach, repurchase such
Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any
representation or warranty set forth in Subsection 7.01 and such breach cannot be cured within
ninety (90) days of the earlier of either discovery by or notice to the Seller of such breach, all of
the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Seller at the
Repurchase Price. However, if the breach shall involve a representation or warranty set forth in

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Subsection 7.02 and the Seller discovers or receives notice of any such breach within the later of
one hundred and twenty (120) days of the related Closing Date or the Reconstitution Date, the
Seller may, provided that the Seller has a Qualified Substitute Mortgage Loan (or Loans), rather
than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that (i) any such
substitution shall be effected not later than the later of one hundred and twenty (120) days of the
related Closing Date or (ii) the Reconstitution Date prior to any substitution into a REMIC
pass-through entity, upon reasonable request by the Purchaser, the Seller shall provide the
Purchaser with an Opinion of Counsel that the substitution of the applicable Qualified Substitute
Mortgage Loan will not affect the status of the pass-through entity as a REMIC. If the Seller has
no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan. Any
repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Subsection 7.03
shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase
Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting
therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and
being held in the Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Seller shall
arrange for the reassignment of the Deleted Mortgage Loan to the Seller and the delivery to the
Seller of any documents held by the Purchaser or Custodian relating to the Deleted Mortgage
Loan. The Servicing File shall also be deemed released to the Seller for any Deleted Mortgage
Loan. In the event of a repurchase or substitution, the Seller shall, simultaneously with such
reassignment, give written notice to the Purchaser that such repurchase or substitution has taken
place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage
Loan from this Agreement, and in the case of substitution, identify a Qualified Substitute
Mortgage Loan (or Loans) and amend the Mortgage Loan Schedule to reflect the addition of
such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such
substitution, the Seller shall be deemed to have made as to such Qualified Substitute Mortgage
Loan the representations and warranties set forth in this Agreement except that all such
representations and warranties set forth in this Agreement shall be deemed made as of the date of
such substitution. The Seller shall effect such substitution by delivering to the Custodian for
such Qualified Substitute Mortgage Loan the documents required by the Custodial Agreement,
with the Mortgage Note endorsed thereon as required by the Custodial Agreement. The Seller
shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such
Qualified Substitute Mortgage Loan or Loans in the month following the date of such
substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution shall be retained by the Seller. For the month of substitution, distributions
to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the
month of substitution, and the Seller shall thereafter be entitled to retain all amounts
subsequently received by the Seller in respect of such Deleted Mortgage Loan.
For any month in which the Seller substitutes a Qualified Substitute Mortgage
Loan for a Deleted Mortgage Loan, the Seller shall determine the amount (if any) by which the
aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans
(after application of scheduled principal payments due in the month of substitution). The amount
of such shortfall shall be distributed by the Seller in the month of substitution pursuant to Section

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11 hereof. Accordingly, on the date of such substitution, the Seller shall deposit from its own
funds into the Custodial Account an amount equal to the amount of such shortfall.
In addition to such repurchase or substitution obligation, the Seller shall
indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or
resulting from, a breach of the Seller's representations and warranties contained in this Section 7.
It is understood and agreed that the obligations of the Seller set forth in this Subsection 7.03 to
cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as
provided in this Subsection 7.03 constitute the sole remedies of the Purchaser respecting a
breach of the foregoing representations and warranties.
Any cause of action against the Seller relating to or arising out of the breach of
any representations and warranties made in Subsections 7.01 or 7.02 shall accrue as to any
Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller
to the Purchaser, (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan
as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the
relevant provisions of this Agreement.
Subsection 7.04. Reserved.
Subsection 7.05. Covenant of the Seller.
No Mortgage Loan was selected by the Seller for inclusion under this Agreement
from its portfolio of comparable loans on any basis which would have a material adverse effect
on the Purchaser. With respect to any MERS Mortgage Loan, on or immediately following the
related Closing Date, Seller shall comply with all rules and procedures of MERS in connection
with registering Purchaser as the beneficial owner of such Mortgage Loan on the MERS System.
With respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to
MERS has been duly and properly recorded, or has been delivered for recording to the applicable
recording office. Seller shall provide Purchaser with the payment history for any Mortgage
Loans if requested by the Purchaser.
Subsection 7.06. Representations and Warranties Respecting the Purchaser.
The Purchaser represents, warrants and covenants to the Seller that, as of each
Closing Date:

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i. The Purchaser is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is organized and is qualified to transact business in
and is in good standing under the laws of each state in which the nature of the business
transacted by it or the character of the properties owned or leased by it requires such
qualification;
ii. The Purchaser has the full power and authority to perform, and to enter
into and consummate, all transactions contemplated by this Agreement; the Purchaser has the
full power and authority to purchase and hold each Mortgage Loan;
iii. Neither the acquisition of the Mortgage Loans by the Purchaser pursuant
to this Agreement, the consummation of the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with
or result in a breach of any of the terms, conditions or provisions of the Purchasers charter or
by-laws or result in a material breach of any legal restriction or any material agreement or
instrument to which the Purchaser is now a party or by which it is bound, or constitute a material
default or result in an acceleration under any of the foregoing, or result in the violation of any
material law, rule, regulation, order, judgment or decree to which the Purchaser or its property is
subject; and
iv. There is no action, suit, proceeding, investigation or litigation pending or,
to the Purchasers knowledge, threatened, which either in any one instance or in the aggregate, if
determined adversely to the Purchaser would adversely affect the purchase of the Mortgage
Loans by the Purchaser hereunder, or the Purchasers ability to perform its obligations under this
Agreement.
Subsection 7.07 Indemnification by the Purchaser.
The Purchaser shall indemnify the Seller and hold it harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and other costs and expenses resulting from any claim, demand, defense or assertion
based on or grounded upon, or resulting from, a breach of the Purchasers representations and
warranties contained in Section 7.06 above.
SECTION 8. Closing.
The closing for each Mortgage Loan Package shall take place on the related
Closing Date. The Closing shall be either: by telephone, confirmed by letter or wire as the
parties shall agree, or conducted in person, at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on each Closing Date shall
be subject to each of the following conditions:

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a) all of the representations and warranties of the Seller under this
Agreement shall be true and correct as of the related Closing Date and no event shall have
occurred which, with notice or the passage of time, would constitute a default under this
Agreement;
b) the Purchaser shall have received, or the Purchaser's attorneys shall have
received in escrow, all Closing Documents as specified in Section 9 of this Agreement, in such
forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other
than the Purchaser as required pursuant to the terms hereof;
c) the Seller shall have delivered and released to the Custodian all documents
required pursuant to the Custodial Agreement;
d) all of the representations and warranties of the Purchaser under this
Agreement shall be true and correct as of the related Closing Date and no event shall have
occurred which, with notice or the passage of time, would constitute a default under this
Agreement; and
e) all other terms and conditions of this Agreement shall have been complied
with.
Subject to the foregoing conditions, the Purchaser shall pay to the Seller on the
related Closing Date the Purchase Price, plus accrued interest pursuant to Section 4 of this
Agreement, by wire transfer of immediately available funds to the account designated by the
Seller on or before the Funding Deadline.
SECTION 9. Closing Documents.
The Closing Documents to be delivered on each Closing Date (unless otherwise
specified below) in respect of the Mortgage Loans to be purchased on such Closing Date shall
consist of the following documents (which shall be fully executed originals as applicable):
1. this Agreement, in three (3) counterparts (to be executed and delivered only
for the initial Closing Date);
2. the Custodial Agreement, in three (3) counterparts, in the form attached as
Exhibit 6 hereto (to be executed and delivered only for the initial Closing
Date);
3. the related Information Diskette provided by Seller, all other information
agreed to be provided to the Purchaser by the Seller herein or in the related
Purchase Price and Terms Letter and the related Mortgage Loan Schedule
prepared in accordance with Section 3, with a copy of the latter to be
delivered to the Custodian for purposes of the Custodial Agreement;
4. a Custodian's Initial Certification, as required under the Custodial
Agreement, in the form of Exhibit 6-1 to the Custodial Agreement;

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5. a Custodial Account Letter Agreement in the form attached as Exhibit 7
hereto (to be executed and delivered only for the initial Closing Date);
6. an Escrow Account Letter Agreement in the form attached as Exhibit 8
hereto (to be executed and delivered only for the initial Closing Date);
7. an Officer's Certificate, in the form of Exhibit 1 hereto, including all
attachments hereto (to be executed and delivered for the initial Closing Date
and on each subsequent Closing Date upon the request of Purchaser and
with reasonable notice prior to such Closing Date);
8. Opinion of Counsel of the Seller (who may be an employee of the Seller), in
the form of Exhibit 2 hereto to be executed and delivered for the initial
Closing Date and to the extent reasonably requested by the Purchaser
thereafter, in the event of any material changes related to the Seller;
9. a Security Release Certification, in the form of Exhibit 3 hereto executed by
any person having the benefit of any security interest, pledge or
hypothecation in relation to the Mortgage Loans, if any of the Mortgage
Loans are subject to any security interest, pledge or hypothecation for the
benefit of such person as of the related Closing Date;
10. a certificate or other evidence or merger or change of name, signed or
stamped by the applicable regulatory authority, if any of the Mortgage
Loans were acquired by the Seller by merger or acquired or originated by
the Seller while conducting business under a name other than its present
name, if applicable;
11. Seller's underwriting guidelines to be delivered for the initial Closing Date
and to be updated by Seller promptly upon any material change thereto with
respect to any Closing Date; and
12. Assignment and Conveyance in the form of Exhibit 4 hereto.
SECTION 10. Costs.
Unless otherwise provided in the related Purchase Price and Terms Letter, the
Purchaser shall pay any commissions due its salesmen, the legal fees and expenses of its
attorneys, custodial fees, recording fees for the Assignments of Mortgage and reasonable
out-of-pocket costs of the Seller in connection with any Reconstitution Agreement pursuant to
Section 29 hereof. The Seller shall pay all recording fees for non-MERS Mortgage Loans or to
record to MERS. All other costs and expenses incurred in connection with the transfer and
delivery of the Mortgage Loans, including without limitation, fees for title policy endorsements
and continuations, and the Seller's attorney's fees, shall be paid by the Seller.

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SECTION 11. Seller's Servicing Obligations.
The Seller, as servicer, shall service and administer the Mortgage Loans in
accordance with the terms and provisions set forth in Exhibit 9 which sections are hereby
incorporated in this Agreement in their entirety as if the same were contained in this Section 11.
SECTION 12. Removal of Mortgage Loans from Inclusion Under this Agreement
Upon a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates.
The Seller and the Purchaser agree that with respect to any Mortgage Loan
Package, the Purchaser may effect no more than three (3) Whole Loan Transfers and/or
Pass-Through Transfers; provided, however, the Purchaser agrees to use commercially
reasonable efforts not to effect a Whole Loan Transfer or a Pass- Through Transfer if the
aggregate outstanding principal balance of the Mortgage Loans subject to such Whole Loan
Transfer or Pass-Through Transfer is less than $10,000,000.
With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case
may be, entered into by Purchaser, Seller agrees:
(1) to cooperate fully with Purchaser and any prospective purchaser with respect
to all reasonable requests, and due diligence procedures, including but not
limited to providing statements and audit letters of reputable, certified public
accountants pertaining to information provided by the Seller pursuant to
clause 4 below as shall be reasonably requested by the Purchaser,;

(2) to execute all Reconstitution Agreements provided that (i) such Reconstitution
Agreements are reasonably acceptable to the Seller, and (ii) each of the Seller
and the Purchaser is given an opportunity to review and reasonably negotiate
in good faith the content of such documents not specifically referenced or
provided herein, and (iii) such Reconstitution Agreement does not materially
diminish Sellers rights or materially increase Sellers responsibilities under
this Agreement;

(3) with respect to any Mortgage Loan that is subject to a Whole Loan Transfer or
a Pass-Through Transfer (a) the Seller shall make the representations and
warranties regarding such Mortgage Loan contained herein only as of the
related Closing Date, and (b) which occurs within twelve months of the
Closing Date for such Mortgage Loan, the Seller shall restate the
representations and warranties regarding the Seller set forth in Subsection
7.01 as of the date of such Whole Loan Transfer or Pass-Through Transfer;

(4) to deliver to the Purchaser for inclusion in any prospectus or other offering
material such publicly available information regarding the Seller, its financial
condition and its most recently publicly disclosed mortgage loan delinquency,
foreclosure and loss experience as shall be reasonably requested by the
Purchaser and any additional information which the Seller is capable of
providing without unreasonable effort or expense; provided however, that the
Purchaser, shall indemnify and hold harmless the Seller, each affiliate

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designated by the Seller and each person who controls the Seller or such
affiliate from and against any and all losses, claims, damages and liabilities
arising from, with respect to information not provided by the Seller pursuant
to this Subsection 12(4), any untrue statement or alleged untrue statement of a
material fact contained in any information in the related offering documents,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and
the Seller shall indemnify and hold harmless the Purchaser, each affiliate
designated by the Purchaser and each person who controls the Purchaser or
such affiliate from and against any and all losses, claims, damages and
liabilities arising from, with respect to information provided by the Seller
pursuant to this Subsection 12(4), any untrue statement or alleged untrue
statement of a material fact contained in any information in the related
offering documents, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

(5) to deliver to the Purchaser, and to any Person designated by the Purchaser,
such in-house opinions of counsel as are customarily delivered by originators
or servicers of mortgage loans, as the case may be, in connection with Whole
Loan Transfers or Pass-Through Transfers, as the case may be, it being
understood that the cost of any opinions of outside special counsel that may
be required for a Whole Loan Transfer or Pass-Through Transfer, as the case
may be, shall be the responsibility of the Purchaser; and

(6) to reasonably cooperate with the Purchaser and any prospective purchaser
with respect to the preparation of Mortgage Loan Documents and such other
documents, and with respect to the servicing of the Mortgage Loans in
accordance with the requirements from time to time of the rating agencies
rating a Whole Loan Transfer or Pass- Through Transfer, the credit enhancers
providing credit enhancement thereon and the requirements of the Purchaser's
shelf registration statement.
All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or
Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced in
accordance with the terms of this Agreement and with respect thereto this Agreement shall
remain in full force and effect. In connection with the sale or transfer of any MERS Mortgage
Loan, the Seller shall cause MERS to designate on the MERS System the assignee (or the related
trust, for the benefit of the related certificateholders) or its designee as the beneficial holder of
such Mortgage Loan

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SECTION 13. The Seller.
Subsection 13.01. Additional Indemnification by the Seller; Third Party Claims.
The Seller shall indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Seller to perform its duties and service the Mortgage Loans
in compliance with the terms of this Agreement. Notwithstanding the foregoing, the Purchaser
shall indemnify the Seller and hold it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and
any other costs, fees and expenses that the Seller may sustain in any way related to (a) actions or
inactions of the Seller which were taken or omitted upon the instruction or direction of the
Purchaser, or (b) the failure of the Purchaser to perform its obligations under this Agreement,
including the provisions of Subsection 13.03. Each party to this Agreement shall immediately
notify the other if a claim is made upon such party by a third party with respect to this
Agreement or the Mortgage Loans. Upon the prior written consent of Purchaser, which consent
shall not be unreasonably withheld, the Seller shall assume the defense of any such claim and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of
such claim. The Purchaser promptly shall reimburse the Seller for all amounts advanced by it
pursuant to the preceding sentence except when the claim is related to the Seller's
indemnification pursuant to Section 7; or the failure of the Seller to service and administer the
Mortgage Loans in compliance with the terms of this Agreement.
Subsection 13.02. Merger or Consolidation of the Seller.
The Seller will keep in full effect its existence, rights and franchises as a
corporation under the laws of the state of its incorporation except as permitted herein, and will
obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Seller shall be a
party, or any Person succeeding to the business of the Seller, shall be the successor of the Seller
hereunder, without the execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person shall be an institution whose deposits are insured by FDIC or a
company whose business is the origination and servicing of mortgage loans, unless otherwise
consented to by the Purchaser, which consent shall not be unreasonably withheld, shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC and shall satisfy the
requirements of Section 16 with respect to the qualifications of a successor to the Seller.
Subsection 13.03. Limitation on Liability of the Seller and Others.
Neither the Seller nor any of the officers, employees or agents of the Seller shall
be under any liability to the Purchaser for any action taken or for refraining from the taking of

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any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Seller or any such person against any breach of
warranties or representations made herein, or failure to perform its obligations in compliance
with any standard of care set forth in this Agreement, or any liability which would otherwise be
imposed by reason of any breach of the terms and conditions of this Agreement. The Seller and
any officer, employee or agent of the Seller may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters arising
hereunder. Notwithstanding anything to the contrary contained in this Agreement, unless one or
more Event of Default by the Seller shall occur and shall not have been remedied within the time
limits set forth in Section 14 of this Agreement, the Purchaser shall not record or cause to be
recorded an Assignment of Mortgage with the recording office. To the extent the Purchaser
records with the recording office as permitted herein an Assignment of Mortgage which
designates the Purchaser as the holder of record of the Mortgage, the Purchaser agrees that it
shall (i) provide the Seller with immediate notice of any action with respect to the Mortgage or
the related Mortgaged Property and ensure that the Investor Accounting Department at the Seller
receives such notice; and (ii) immediately complete, sign and return to the Seller any document
reasonably requested by the Seller to comply with its servicing obligations, including without
limitation, any instrument required to release the Mortgage upon payment in full of the
obligation or take any other action reasonably required by the Seller. The Purchaser further
agrees that the Seller shall have no liability for the Purchasers failure to comply with the
subsections (i) or (ii) in the foregoing sentence. The Seller shall not be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in
any expenses or liability; provided, however, that the Seller may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this
Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities
for which the Purchaser will be liable, the Seller shall be entitled to be reimbursed therefor from
the Purchaser upon written demand.
Subsection 13.04. Seller Not to Resign.
The Seller shall not assign this Agreement or resign from the obligations and
duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the
determination that its duties hereunder are no longer permissible under applicable law and such
incapacity cannot be cured by the Seller. Any such determination permitting the resignation of
the Seller shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser
which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such
resignation shall become effective until a successor shall have assumed the Seller's
responsibilities and obligations hereunder in the manner provided in Section 16.
Subsection 13.05. No Transfer of Servicing.
With respect to the retention of the Seller to service the Mortgage Loans
hereunder, the Seller acknowledges that the Purchaser has acted in reliance upon the Seller's
independent status, the adequacy of its servicing facilities, plan, personnel, records and
procedures, its integrity, reputation and financial standing and the continuance thereof. Without

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in any way limiting the generality of this Section, Seller shall not either assign this Agreement or
the servicing hereunder or delegate a substantial portion of its rights or duties hereunder, or sell
or otherwise dispose of all or substantially all of its property or assets, without the prior written
approval of the Purchaser, which consent will not be unreasonably withheld; provided, however,
the Seller may, with prior notice but without Purchasers consent, assign its rights and
obligations as servicer hereunder to an entity if (i) such entity is directly or indirectly owned or
controlled by the Seller, (ii) such entity shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC and shall satisfy the requirements of Section 16 with respect to the
qualifications of a successor to the Seller, and (iii) the Seller guaranties the performance by such
entity of all obligations hereunder. Nothing in this Agreement shall prohibit or limit the right of
the Seller to assign the servicing rights hereunder to Countrywide Home Loans Servicing LP.
SECTION 14. Default.
Subsection 14.01. Events of Default.
In case one or more of the following Events of Default by the Seller shall occur
and be continuing:
(i) any failure by the Seller to remit to the Purchaser any payment
required to be made under the terms of this Agreement which continues unremedied for a period
of two (2) Business Days after the date upon which written notice of such failure, requiring the
same to be remedied, shall have been given to the Seller by the Purchaser; or
(ii) failure on the part of the Seller duly to observe or perform in any
material respect any other of the covenants or agreements on the part of the Seller set forth in
this Agreement which continues unremedied for a period of thirty days (except that such number
of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy
required to be maintained under this Agreement) after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Seller by the Purchaser
or by the Custodian; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or liquidator in any
insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against
the Seller and such decree or order shall have remained in force undischarged or unstayed for a
period of sixty (60) days; or
(iv) the Seller shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets
and liabilities or similar proceedings of or relating to the Seller or of or relating to all or
substantially all of its property; or
(v) the Seller shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or

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(vi) failure by the Seller to maintain its license to do business or
service residential mortgage loans in any jurisdiction where the Mortgaged Properties are located
which failure continues unremedied for a period of thirty (30) days; or
(vii) the Seller ceases to meet the qualifications of a FNMA or
FHLMC seller/servicer and the failure to meet such qualifications continues unremedied for a
period of thirty (30) days;
(viii) the Seller attempts, without the consent of the Purchaser, to sell
or otherwise dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate a substantial portion of its
duties hereunder; or
(ix) the Seller fails to duly perform, within the required time period, its
obligations under Sections 11.25 and 11.26 of the Servicing Addendum, which failure continues
unremedied for a period of thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Seller by any party to this
Agreement or by any master servicer responsible for master servicing the Mortgage Loans
pursuant to a securitization of such Mortgage Loans;
then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Seller may, in addition to whatever rights the
Purchaser may have at law or equity to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Seller under this Agreement and in
and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Seller of such
written notice, all authority and power of the Seller under this Agreement, whether with respect
to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed
pursuant to Section 16. Upon written request from the Purchaser, the Seller shall prepare,
execute and deliver any and all documents and other instruments, place in such successor's
possession all Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer
and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at
the Seller's sole expense. The Seller agrees to cooperate with the Purchaser and such successor
in effecting the termination of the Seller's responsibilities and rights hereunder, including,
without limitation, the transfer to such successor for administration by it of all cash amounts
which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or
thereafter received with respect to the Mortgage Loans.
Subsection 14.02. Waiver of Defaults.
The Purchaser may waive any default by the Seller in the performance of its
obligations hereunder and its consequences. Upon any such waiver of a past default, such
default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have
been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the extent expressly
so waived.

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SECTION 15. Termination.
Subsection 15.01. Termination.
The respective obligations and responsibilities of the Seller shall terminate upon:
(i) the later of the final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or the disposition of all REO Property and the remittance of all funds due
hereunder; or (ii) by mutual consent of the Seller and the Purchaser in writing or (iii) the
repurchase by the Seller of all outstanding Mortgage Loans and REO Property at a price equal to
(a) in the case of a Mortgage Loan, 100% of the Stated Principal Balance of each Mortgage Loan
on the date of such repurchase plus accrued interest thereon through the last day of the month of
repurchase, and (b) in the case of REO Property, the lesser of (1) 100% of the Stated Principal
Balance of the Mortgage Loan encumbering the Mortgaged Property at the time such Mortgaged
Property was acquired and became REO Property or (2) the Fair Market Value of the REO
Property at the time of repurchase.
The right of the Seller to repurchase all outstanding Mortgage Loans pursuant to
(iii) above shall be conditional upon the outstanding Stated Principal Balances of such Mortgage
Loans at the time of any such repurchase aggregating less than 10% of the aggregate Stated
Principal Balances of the Mortgage Loans on the related Cut-off Date.
Subsection 15.02. Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the Seller may have
hereunder, without cause, upon sixty (60) days prior written notice. Any such notice of
termination shall be in writing and delivered to the Seller as provided in Section 16 of this
Agreement. In the event of such termination, the Seller shall be entitled to the Termination Fee.
SECTION 16. Successor to the Seller.
Prior to termination of Seller's responsibilities and duties under this Agreement
pursuant to Subsection 15.01(ii) or 15.02, the Purchaser shall (i) succeed to and assume all of the
Seller's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a
successor having a net worth of not less than $15,000,000 and which shall succeed to all rights
and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement
prior to the termination of Seller's responsibilities, duties and liabilities under this Agreement. In
connection with such appointment and assumption, the Purchaser may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree. In the event that the Seller's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned Sections, the Seller shall
discharge such duties and responsibilities during the period from the date it acquires knowledge
of such termination until the effective date thereof with the same degree of diligence and
prudence which it is obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial condition of its successor. The
resignation or removal of Seller pursuant to the aforementioned Sections shall not become
effective until a successor shall be appointed pursuant to this Section and shall in no event
relieve the Seller of the representations and warranties made pursuant to Subsections 7.01, 7.02,
7.03 and 7.04 and the remedies available to the Purchaser thereunder, it being understood and

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agreed that the provisions of such Subsection 7.01, 7.02, 7.03 and 7.04 shall be applicable to the
Seller notwithstanding any such resignation or termination of the Seller, or the termination of
this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and
deliver to the Seller and to the Purchaser an instrument accepting such appointment, whereupon
such successor shall become fully vested with all the rights, powers, duties, responsibilities,
obligations and liabilities of the Seller, with like effect as if originally named as a party to this
Agreement and the Custodial Agreement. In connection with any such resignation or removal of
Seller, either (i) the successor shall represent and warrant that it is a member of MERS in good
standing and shall agree to 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, or
(ii) the Seller shall cooperate with such successor in causing MERS to execute and deliver an
assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the
Purchaser and to execute and deliver such other notices, documents and other instruments as
may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such
Mortgage Loan on the MERS System to the successor servicer. The Seller shall file or cause to
be filed any such assignment in the appropriate recording office. The Successor Servicer shall
cause such assignment to be delivered to the Custodian promptly upon receipt of the original
with evidence of recording thereon or a copy certified by the public recording office in which
such assignment was recorded. Any termination of this Agreement pursuant to Subsection
13.04, 14.01, 15.01, or 15.02 shall not affect any claims that the Purchaser may have against the
Seller arising prior to any such termination or resignation.
The Seller shall timely deliver to the successor the funds in the Custodial Account
and the Escrow Account and the Mortgage Files and related documents and statements held by it
hereunder and the Seller shall account for all funds. The Seller shall execute and deliver such
instruments and do such other things all as may reasonably be required to more fully and
definitely vest and confirm in the successor all such rights, powers, duties, responsibilities,
obligations and liabilities of the Seller. The successor shall make arrangements at the time of
transfer of the servicing responsibilities to the successor servicer to reimburse the Seller for
amounts the Seller actually expended pursuant to this Agreement (provided that the Seller shall
provide the successor servicer with written evidence of such amounts) which the successor is
entitled to retain hereunder and which would otherwise have been recovered by the Seller
pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Seller shall notify by
mail the Purchaser of such appointment.
SECTION 17. Financial Statements.
The Seller understands that in connection with the Purchaser's marketing of the
Mortgage Loans, the Purchaser shall make available to prospective purchasers a Consolidated
Statement of Operations of the Seller's parent company, Countrywide Financial Corporation
("CFC") for the most recently completed three (3) fiscal years respecting which such a statement
is available, as well as a Consolidated Statement of Condition of CFC at the end of the last two
(2) fiscal years covered by such Consolidated Statement of Operations. The Seller shall also
make available any comparable interim statements to the extent any such statements have been

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prepared by the Seller (and are available upon request to members or stockholders of the Seller
or the public at large). The Seller, if it has not already done so, agrees to furnish promptly to the
Purchaser, upon request, copies of the statements specified above. The Seller shall also make
available information on its servicing performance with respect to loans serviced for others,
including delinquency ratios.
The Seller also agrees to allow reasonable access to a knowledgeable financial or
accounting officer for the purpose of answering questions asked by any prospective purchaser
regarding recent developments affecting the Seller or the financial statements of the Seller.
SECTION 18. Reserved.
SECTION 19. Notices.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if mailed, by registered or certified mail, postage prepaid,
and return receipt requested, or, if by other means, when received by the other party at the
address as follows:
(i) if to the Seller:

Countrywide Home Loans, Inc.
4500 Park Granada,
Calabasas, California 91302
Attn: Celia Coulter

(ii) if to the Purchaser:

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attn: Mortgage Finance; Structured Transactions

or such other address as may hereafter be furnished to the other party by like notice. Any such
demand, notice or communication hereunder shall be deemed to have been received on the date
delivered to or received at the premises of the addressee (as evidenced, in the case of registered
or certified mail, by the date noted on the return receipt).
SECTION 20. Severability Clause.
Any part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Agreement which is prohibited or unenforceable or
is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any
Mortgage Loan shall not invalidate or render unenforceable such provision in any other

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jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision
of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of
any part, provision, representation or warranty of this Agreement shall deprive any party of the
economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is nearly as possible the same as
the economic effect of this Agreement without regard to such invalidity.
SECTION 21. Counterparts.
This Agreement may be executed simultaneously in any number of counterparts.
Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one
and the same instrument.
SECTION 22. Governing Law.
The Agreement shall be construed in accordance with the laws of the State of
California and the obligations, rights and remedies of the parties hereunder shall be determined
in accordance with the laws of the State of California, except to the extent preempted by Federal
law.
SECTION 23. Intention of the Parties.
It is the intention of the parties that the Purchaser is purchasing, and the Seller is
selling the Mortgage Loans and not a debt instrument of the Seller or another security.
Accordingly, the parties hereto each intend to treat the transaction for Federal income tax
purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The
Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Loan Files
to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax
consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable
requests made by the Purchaser in the course of such review.
SECTION 24. Successors and Assigns; Assignment of Purchase Agreement.
This Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the
successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or
hypothecated by Seller to a third party without the consent of the Purchaser. The Purchaser may,
subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans;
provided, however, that the transferee will not be deemed to be the Purchaser hereunder unless
such transferee shall agree in writing to be bound by the terms of this Agreement and an original
counterpart of the document evidencing such agreement shall have been executed by the
Purchaser and the transferee and delivered to Countrywide. Notwithstanding the foregoing, no
transfer shall be effective if such transfer would result in there being more than three (3)
Purchasers outstanding hereunder with respect to any Mortgage Loan Package. Any trust to
which Mortgage Loans may be transferred pursuant to Section 12 hereunder shall constitute a
single Purchaser for the purposes of the preceding sentence.

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SECTION 25. Waivers.
No term or provision of this Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or
modification is sought to be enforced.
SECTION 26. Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof
and are an integral part of this Agreement.
SECTION 27. General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires:
a) the terms defined in this Agreement have the meanings assigned to them
in this Agreement and include the plural as well as the singular, and the use of any gender herein
shall be deemed to include the other gender;
b) accounting terms not otherwise defined herein have the meanings assigned
to them in accordance with generally accepted accounting principles;
c) references herein to "Articles," "Sections," "Subsections," "Paragraphs,"
and other Subdivisions without reference to a document are to designated Articles, Sections,
Subsections, Paragraphs and other subdivisions of this Agreement;
d) reference to a Subsection without further reference to a Section is a
reference to such Subsection as contained in the same Section in which the reference appears,
and this rule shall also apply to Paragraphs and other subdivisions;
e) the words "herein," "hereof," "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular provision; and
f) the term "include" or "including" shall mean without limitation by reason
of enumeration.
SECTION 28. Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation,
(a) consents, waivers and modifications which may hereafter be executed, (b) documents
received by any party at the closing, and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties
agree that any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in existence and whether or
not such reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible
in evidence. The Purchaser, upon request of Seller, shall use its best efforts to deliver, or cause

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to be delivered, a computer disk containing this Agreement to the Seller if such disk is readily
accessible to the Purchaser or its counsel.
SECTION 29. Further Agreements.
The Seller and the Purchaser each agree to execute and deliver to the other such
reasonable and appropriate additional documents, instruments or agreements as may be
necessary or appropriate to effectuate the purposes of this Agreement.
SECTION 30. Reserved.
SECTION 31. Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments of Mortgage
is subject to recordation in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are
situated, and in any other appropriate public recording office or elsewhere, such recordation to
be effected at the Purchaser's expense in accordance with Section 10 hereof in the event
recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
SECTION 32. Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other
comparable jurisdictions in which any or all the properties subject to the Mortgages are situated,
and in any other appropriate public recording office or elsewhere, such recordation to be effected
by the Seller at the Purchaser's expense on direction of the Purchaser accompanied by an
Opinion of Counsel, also prepared at the Purchaser's expense, to the effect that such recordation
materially and beneficially affects the interest of the Purchaser or is necessary for the
administration or servicing of the Mortgage Loans.
SECTION 33. Conflict with Purchase Price and Terms Letter.
In the event of any conflict or ambiguity between the terms and provisions of this
Agreement and a Purchase Price and Terms Letter, the Purchase Price and Terms Letter shall
control and be binding upon the Purchaser and the Seller.
SECTION 34. No Solicitation.
From and after the related Closing Date, the Seller hereby agrees that the Seller
will not take any action or permit or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors or independent mortgage brokerage companies on
the Sellers behalf, to personally, by telephone or mail, solicit the Mortgagor under any
Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Seller
may solicit any Mortgagor for whom the Seller or its affiliates have received a request for
verification of mortgage, a request for demand for payoff, a Mortgagor-initiated written or verbal
communication indicating a desire to prepay the related Mortgage Loan, or the Mortgagor

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initiates a title search, provided further, it is understood and agreed that promotions undertaken
by the Seller or any of its affiliates which (i) concern optional insurance products or other
additional products or (ii) are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and
television advertisements shall not constitute solicitation [nor is the Seller prohibited from
responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor].
Notwithstanding the foregoing, the following solicitations, if undertaken by the Seller or any
affiliate of the Seller, shall not be prohibited: (i) solicitations that are directed to the general
public at large, including, without limitation, mass mailings based on commercially acquired
mailing lists and newspaper, radio, television and other mass media advertisements and (ii)
borrower messages included on, and statement inserts provided with, the monthly statements
sent to mortgagors; provided, however, that similar messages and inserts are sent to the
borrowers of other mortgage loans serviced by the Seller or any affiliate of the Seller.
[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of the date first
above written.

GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
(Purchaser)

By:
Name:
Title:

COUNTRYWIDE HOME LOANS, INC.
(Seller)

By:
Name:
Title:

[TPW: NYLEGAL:140749.6] 16159-00207 04/30/2003 3:38 PM
STATE OF CONNECTICUT )
)ss.:
COUNTY OF FAIRFIELD )

On the ____ day of ________, 200_ before me, a notary public in and for said
State, appeared _______________________, personally known to me on the basis of satisfactory
evidence to be a ____________________ of Greenwich Capital Financial Products, Inc., one of
the corporations that executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my official seal
the day and year in this certificate first above written.

Notary Public

[Notarial Seal]

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STATE OF )
)ss.:
COUNTY OF )

On the __ day of _______, 200_ before me, a Notary Public in and for
said State, personally appeared __________, known to me to be ______________ of
Countrywide Home Loans, Inc., the corporation that executed the within instrument and also
known to me to be the person who executed it on behalf of said corporation, and acknowledged
to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.

Notary Public

My Commission expires

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EXHIBIT 1

SELLER'S OFFICER'S CERTIFICATE
I, ____________________, hereby certify that I am the duly elected Vice
President of Countrywide Home Loans, Inc., a New York corporation (the "Seller"), and further
certify, on behalf of the Seller as follows:
1. Attached hereto as Attachment I are a true and correct copy of the
Certificate of Incorporation and by-laws of the Seller as are in full force and effect on the
date hereof. No event has occurred since __________, 200_ which has affected the good
standing of the Seller under the laws of the State of New York.
2. No proceedings looking toward merger, liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.
3. Each person who, as an officer or attorney-in-fact of the Seller, signed (a)
the Master Mortgage Loan Purchase and Servicing Agreement (the "Purchase
Agreement"), dated as of April 1, 2003, by and between the Seller and Greenwich Capital
Financial Products, Inc. (the "Purchaser"); (b) the Purchase Price and Terms Letter (the
"Terms Letter"), dated _______, 200__, between the Seller and the Purchaser; (c) the
Custodial Agreement, dated as of April 1, 2003, among the Purchaser, the Seller and The
Bank of New York (the "Custodial Agreement"); and (d) any other document delivered
prior hereto or on the date hereof in connection with the sale and servicing of the
Mortgage Loans in accordance with the Purchase Agreement and the Terms Letter was,
at the respective times of such signing and delivery, and is as of the date hereof, duly
elected or appointed, qualified and acting as such officer or attorney-in-fact, and the
signatures of such persons appearing on such documents are their genuine signatures.
4. Attached hereto as Attachment II is a true and correct copy of the
resolutions duly adopted by the board of directors of the Seller on ____________ ___,
200_ (the "Resolutions") with respect to the authorization and approval of the sale and
servicing of the Mortgage Loans; said Resolutions have not been amended, modified,
annulled or revoked and are in full force and effect on the date hereof.
5. All of the representations and warranties of the Seller contained in
Subsections 7.01 and 7.02 of the Purchase Agreement were true and correct in all
material respects as of the date of the Purchase Agreement and are true and correct in all
material respects as of the date hereof.
6. The Seller has performed all of its duties and has satisfied all the material
conditions on its part to be performed or satisfied prior to the Closing Date pursuant to
the Purchase Agreement.

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All capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the seal of the Seller.

Dated:

[Seal]


By:
Name:
Title: Vice President

I, __________________________, Secretary of Countrywide Home Loans, Inc.,
hereby certify that ____________ is the duly elected, qualified and acting Vice President of the
Seller and that the signature appearing above is his genuine signature.

IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:

[Seal]


By:
Name:
Title: [Assistant] Secretary

[TPW: NYLEGAL:140749.6] 16159-00207 04/30/2003 3:38 PM
1
EXHIBIT 2

[FORM OF OPINION OF COUNSEL TO THE SELLER]

(Date)

600 Steamboat Road

Re: Master Mortgage Loan Purchase and Servicing Agreement, dated
as of April 1, 2003, between Greenwich Capital Financial
Products, Inc. as the Purchaser and Countrywide Home Loans, Inc.
as the Seller and Servicer
Gentlemen:
I have acted as counsel to Countrywide Home Loans, Inc., a New York
corporation (the "Seller"), in connection with the sale of certain mortgage loans by the Seller to
Greenwich Capital Financial Products, Inc. (the "Purchaser") pursuant to (i) a Master Mortgage
Loan Purchase and Servicing Agreement, dated as of April 1, 2003, between the Seller and the
Purchaser (the "Purchase Agreement"), the Custodial Agreement, dated as of April 1, 2003,
among the Seller, the Purchaser, and The Bank of New York (the "Custodial Agreement") and
the Purchase Price and Terms Letter, dated , 200_, between the Seller and the Purchaser
(the "Terms Letter"). Capitalized terms not otherwise defined herein have the meanings set forth
in the Purchase Agreement.
In connection with rendering this opinion letter, I, or attorneys working under my
direction, have examined, among other things, originals, certified copies or copies otherwise
identified to my satisfaction as being true copies of the following:
A. The Purchase Agreement;
B. The Terms Letter;
C. The Custodial Agreement;
D. The Seller's Certificate of Incorporation and Bylaws, as amended to date;
and
E. Resolutions adopted by the Board of Directors of the Seller with specific
reference to actions relating to the transactions covered by this opinion
(the "Board Resolutions").
For the purpose of rendering this opinion, I have made such documentary, factual
and legal examinations as I deemed necessary under the circumstances. As to factual matters, I
have relied upon statements, certificates and other assurances of public officials and of officers

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2
and other representatives of the Seller, and upon such other certificates as I deemed appropriate,
which factual matters have not been independently established or verified by me. I have also
assumed, among other things, the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to me as originals, and the conformity to
original documents of all documents submitted to me as copies and the authenticity of the
originals of such copied documents.
On the basis of and subject to the foregoing examination, and in reliance thereon,
and subject to the assumptions, qualifications, exceptions and limitations expressed herein, I am
of the opinion that:
1. The Seller has been duly incorporated and is validly existing and in good
standing under the laws of the State of New York with corporate power
and authority to own its properties and conduct its business as presently
conducted by it. The Seller has the corporate power and authority to
service the Mortgage Loans, and to execute, deliver, and perform its
obligations under the Purchase Agreement, the Custodial Agreement and
the Terms Letter (sometimes collectively, the "Agreements").
2. The Purchase Agreement, the Custodial Agreement and the Terms Letter
have been duly and validly authorized, executed and delivered by the
Seller.
3. The Purchase Agreement, the Custodial Agreement and the Terms Letter
constitute valid, legal and binding obligations of the Seller, enforceable
against the Seller in accordance with their respective terms.
4. No consent, approval, authorization or order of any state or federal court or
government agency or body is required for the execution, delivery and
performance by the Seller of the Purchase Agreement and the Terms
Letter, or the consummation of the transactions contemplated by the
Purchase Agreement and the Terms Letter, except for those consents,
approvals, authorizations or orders which previously have been obtained.
5. Neither the servicing of the Mortgage Loans by the Seller as provided in
the Purchase Agreement and the Terms Letter, nor the fulfillment of the
terms of or the consummation of any other transactions contemplated in the
Purchase Agreement, the Custodial Agreement and the Terms Letter will
result in a breach of any term or provision of the certificate of
incorporation or bylaws of the Seller, or, to the best of my knowledge, will
conflict with, result in a breach or violation of, or constitute a default
under, (i) the terms of any indenture or other agreement or instrument
known to me to which the Seller is a party or by which it is bound, (ii) any
State of California or federal statute or regulation applicable to the Seller,
or (iii) any order of any State of California or federal court, regulatory
body, administrative agency or governmental body having jurisdiction over
the Seller, except in any such case where the default, breach or violation
would not have a material adverse effect on the Seller or its ability to

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3
perform its obligations under the Purchase Agreement and the Custodial
Agreement.
6. There is no action, suit, proceeding or investigation pending or, to the best
of my knowledge, threatened against the Seller which, in my judgment,
either in any one instance or in the aggregate, would draw into question the
validity of the Purchase Agreement or the Custodial Agreement or which
would be likely to impair materially the ability of the Seller to perform
under the terms of the Purchase Agreement or the Custodial Agreement.
7. The sale of each Mortgage Note and Mortgage as and in the manner
contemplated by the Purchase Agreement is sufficient fully to transfer to
the Purchaser all right, title and interest of the Seller thereto as noteholder
and mortgagee.
8. The Assignments of Mortgage are in recordable form and upon completion
will be acceptable for recording under the laws of the State of California.
When endorsed, as provided in the Custodial Agreement, the Mortgage
Notes will be duly endorsed under California law.
The opinions above are subject to the following additional assumptions,
exceptions, qualifications and limitations:
A. No opinion is expressed herein as to the ability of any party to any
document referred to herein to collect attorneys' fees and costs in an action
involving the documents referred to herein if such party is not the
prevailing party in such action or to the extent such fees and costs are
greater than such reasonable fees and costs as may be determined by a
court.
B. I express no opinion as to the provisions of the Agreements designating
governing law, and I assume for purposes of this opinion that the
Agreements will be governed by California law, without regard to its
conflicts of laws principles.
C. I express no opinion as to the remedies available to the parties for
non-material violations or breaches of the Agreements and other
documents referred to herein.
D. Waivers of vaguely or broadly stated rights or future rights may be
deemed unenforceable under applicable law, and provisions that rights or
remedies are not exclusive, that every right or remedy is cumulative and
may be exercised in addition to or with any other right or remedy or that
the election of some particular remedy or remedies does not preclude
recourse to one or more other remedies may also be unenforceable.
E. I have assumed for purposes of this opinion that (l) the Agreements
correctly and completely set forth the intent of all parties thereto; and (2)

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4
the execution and delivery of the Agreements are free of mutual mistake,
fraud, misrepresentation, criminal activity, undue influence or duress.
F. I have assumed that all parties to the Agreements other than the Seller
have all requisite power and authority to execute, deliver and perform their
respective obligations under each of the Agreements, and that the
Agreements have been duly authorized by all necessary corporate action on
the part of such parties, have been executed and delivered by such parties
and constitute the legal, valid and binding obligations of such parties.
G. My opinion expressed in paragraphs 3 and 7 above is subject to the
qualifications that (i) the enforceability of the Agreements may be limited
by the effect of laws relating to (l) bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally, including, without limitation, the effect of
statutory or other laws regarding fraudulent conveyances or preferential
transfers, and (2) general principles of equity upon the specific
enforceability of any of the remedies, covenants or other provisions of the
Agreements and upon the availability of injunctive relief or other equitable
remedies and the application of principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law) as
such principles relate to, limit or affect the enforcement of creditors' rights
generally and the discretion of the court before which any proceeding for
such enforcement may be brought; and (ii) I express no opinion herein with
respect to the validity, legality, binding effect or enforceability of (a)
provisions for indemnification in the Agreements to the extent such
provisions may be held to be unenforceable as contrary to public policy or
(b) Section 18 of the Purchase Agreement.
H. I have assumed, without independent check or certification, that there are
no agreements or understandings among the Seller, the Purchaser and any
other party which would expand, modify or otherwise affect the terms of
the documents described herein or the respective rights or obligations of
the parties thereunder.
I. I express no opinion as to any provision of the Agreements requiring
written amendments or waivers of such documents insofar as it suggests
that oral or other modifications, amendments or waivers could not be
effectively agreed upon by the parties or that the doctrine of promissory
estoppel might not apply.
J. My opinion in paragraph 3 above is subject to the effect of Section 1670.5
of the California Civil Code, which provides that a court may not enforce
or may limit the application of a contract or portions thereof which it finds
as a matter of law to have been unconscionable at the time the contract was
made.

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5
K. I express no opinion as to the applicability or effect of compliance by the
parties other than the Seller with any state or federal laws applicable to the
transactions contemplated by the Agreements because of the nature of such
party's business.
L. The qualification of any opinion or statement herein by the use of the
words "to the best of my knowledge" or "known to me" means that, during
the course of my employment by the Seller in connection with the
Agreements, no information has come to my attention which gives me
actual knowledge of the existence of the matters, actions, proceedings,
items, documents or facts so qualified. However, I have not undertaken
any independent investigation or inquiry to determine the existence of such
matters, actions, proceedings, items, documents or facts and no inference
as to my knowledge thereof shall be drawn from the fact of my
employment by any party.
I am admitted to practice in the State of California, and, except as set forth below,
I render no opinion herein as to matters involving the laws of any jurisdiction other than the
State of California and the Federal laws of the United States of America. Insofar as the opinions
expressed in paragraphs 1 through 5 above relate to matters that are governed by the laws of the
State of New York, I am generally familiar with the laws of the State of New York as they relate
to corporate organization, and for the limited purpose of the opinions set forth in paragraphs 1
and 2 above, I do not feel it is necessary to consult with New York counsel. This opinion is
limited to such laws as they presently exist, to present judicial interpretations thereof and to the
facts as they presently exist or are contemplated by the Agreements. In rendering this opinion, I
assume no obligation to revise or supplement this opinion should the present laws of the
jurisdictions mentioned herein be changed by legislative actions, judicial decisions or otherwise.
This opinion is rendered as of the date hereof, and I express no opinion as to, and disclaim any
undertaking or obligation to update this opinion in respect of, changes of circumstances or events
which occur subsequent to this date.
This opinion is furnished to you in connection with the Agreements and the
transactions contemplated thereby and, except as provided below, may not be relied upon by any
other person or by you in any other context without my prior written consent. This opinion may
not be included in any other document or quoted or otherwise referred to in whole or in part
without my prior written consent, except that I understand you will be delivering a copy of this
letter to your Counsel, and I consent to their reliance on this letter for such purposes.

Very truly yours,

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1
EXHIBIT 3

SECURITY RELEASE CERTIFICATION

I. Release of Security Interest

, duly authorized as collateral agent for the lenders from time to
time participating in that certain Amended and Restated Mortgage Loan Warehousing
Agreement, dated as of , 200_, with as agent, as amended from
time to time (the "Warehousing Agreement"), to relinquish any and all right, title and interest it
may have as collateral agent in the mortgage loans described in Exhibit A attached hereto (the
Mortgage Loans"), hereby relinquishes any and all right, title and interest it may have as
collateral agent in and to the Mortgage Loans upon purchase thereof by Purchaser from the
Seller named below pursuant to that certain Master Mortgage Loan Purchase and Servicing
Agreement, dated as of April 1, 2003, as of the date and time of receipt by , as funding
bank under the Warehousing Agreement, of $_______________ for such Mortgage Loans (the
"Date and Time of Sale"), and certifies that all notes, mortgages, assignments and other
documents in its possession relating to such Mortgage Loans have been delivered and released to
the Seller named below or its designees as of the Date and Time of Sale.

Name and Address of Financial Institution

(Name)

(Address)

By:

II. Certification of Release

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2
The Seller named below hereby certifies to Purchaser that, as of the Date and
Time of Sale of the above mentioned Mortgage Loans to Purchaser, the security interests in the
Mortgage Loans released by the above named corporation comprise all security interests relating
to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there
are and will be no other security interests affecting any or all of such Mortgage Loans.

Seller

By:
Name:
Title:

[TPW: NYLEGAL:140749.6] 16159-00207 04/30/2003 3:38 PM
EXHIBIT 4

ASSIGNMENT AND CONVEYANCE

On this ____ day of ________, 200_, Countrywide Home Loans, Inc.
("Countrywide") as the Seller under that certain Master Mortgage Loan Purchase and Servicing
Agreement, dated as of April 1, 2003, (the "Agreement") does hereby sell, transfer, assign, set
over and convey to Greenwich Capital Financial Products, Inc., as Purchaser under the
Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and
interest of Countrywide (excluding the right to service the Mortgage Loans) in and to the
Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, together with the
Mortgage Files and all rights and obligations arising under the documents contained therein.
Pursuant to Subsection 6.03 of the Agreement, Countrywide has delivered to the Custodian the
documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement.
The contents of each Servicing File required to be retained by Countrywide to service the
Mortgage Loans pursuant to the Agreement and thus not delivered to Purchaser are and shall be
held in trust by Countrywide for the benefit of Purchaser as the owner thereof. Countrywide's
possession of any portion of the Servicing File is at the will of Purchaser for the sole purpose of
facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention
and possession by Countrywide shall be in a custodial capacity only. The ownership of each
Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in
Purchaser and the ownership of all records and documents with respect to the related Mortgage
Loan prepared by or which come into the possession of Countrywide shall immediately vest in
Purchaser and shall be retained and maintained, in trust, by Countrywide at the will of Purchaser
in such custodial capacity only.
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Agreement.


By:
Name:
Title:

[TPW: NYLEGAL:140749.6] 16159-00207 04/30/2003 3:38 PM
1
EXHIBIT 5

CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the
following items as required by the applicable Mortgage Loan documentation style, which shall
be available for inspection by the Purchaser and which shall be retained by the Seller or
delivered to the Custodian pursuant to Section 2 of the Custodial Agreement:
1. The original Mortgage Note endorsed by manual or facsimile signature in
blank in the following form: "Pay to the order of ___________, without recourse" with all
intervening endorsements showing a complete chain of endorsements from the originator to the
Seller;
2. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, a
duly executed Assignment of Mortgage, from the Seller in blank, which assignment shall be in
form and substance acceptable for recording;
3. For each Mortgage Loan that is not a MERS Mortgage Loan, the original
recorded Mortgage and in the case of each MERS Mortgage Loan, the original Mortgage, noting
the presence of the MIN for that Mortgage Loan and either language indicating that the
Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage
Loan was not a MOM Loan at origination, the original Mortgage and the assignment to MERS,
with evidence of recording thereon. If in connection with any Mortgage Loan, the Seller has not
delivered or caused to be delivered the original Mortgage with evidence of recording thereon on
or prior to the Closing Date because of a delay caused by the public recording office where such
Mortgage has been delivered for recordation or because such Mortgage has been lost or because
such public recording office retains the original recorded Mortgage, the Seller shall deliver or
cause to be delivered to the Purchaser or the Purchaser's designee, (a) in the case of a delay
caused by the public recording office, a copy of such Mortgage certified by the Seller to be a true
and complete copy of the original recorded Mortgage and (b) in the case where a public
recording office retains the original recorded Mortgage or in the case where a Mortgage is lost
after recordation in a public recording office, a copy of such Mortgage certified by such public
recording office to be a true and complete copy of the original recorded Mortgage;
4. The original policy of title insurance and all riders thereto; if the policy
has not yet been issued, such title insurance policy shall be delivered to the Purchaser or its
designee promptly upon receipt thereof by the Seller but in no event later than the time specified
below;
5. Recorded originals of any intervening assignments, showing a complete
chain of title from the originator to the Seller (or to MERS, if the Mortgage Loan is registered on
the MERS System), with evidence of recording thereon;
6. Originals of each assumption, modification, written assurance or
substitution of liability agreement, if any;

[TPW: NYLEGAL:140749.6] 16159-00207 04/30/2003 3:38 PM
2
7. The original of each guarantee executed in connection with the Mortgage
Note, if any;
9. The original Primary Mortgage Insurance Policy, if the Loan-to-Value
Ratio indicated on the Mortgage Loan Schedule exceeds 80%, or if the Mortgage was processed
with the insurer of such Primary Mortgage Insurance Policy via electronic data interchange, the
Seller shall provide in lieu of the original Primary Mortgage Insurance Policy a printout of the
Sellers primary insurance servicing screen which indicates information including (but not
limited to) the name of the insurer of such Primary Mortgage Insurance Policy and the certificate
number of the Primary Mortgage Insurance Policy, if any; and
10. If the Mortgage Note, the Mortgage, any Assignment of Mortgage or any
other related document has been signed by a Person on behalf of the Mortgagor, the original
power of attorney or other instrument that authorized and empowered such Person to sign.
11. Copy of survey of the Mortgaged Property.
12. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e., map or plat, restrictions,
easements, sewer agreements, homes association declarations, etc.
13. Original hazard insurance policy and, if required by law, flood insurance
policy, with extended coverage of the hazard insurance policy.
14. Mortgage Loan closing statement.
15. Residential loan application.
16. Verification of employment and income, depending upon the
documentation program under which the Mortgage Loan was originated.
17. Verification of source and amount of downpayment.
18. Credit report on the Mortgagor.
19. Residential appraisal report and attachments thereto.
20. Photograph of the property including front, back and street scene.
21. Photograph of comparable properties.
22. Executed disclosure statement required by applicable law.
23. Tax receipts, insurance premium receipts, ledger sheets, payment records,
insurance claim files and correspondence, correspondence, current and historical computerized
data files, underwriting standards used for origination and all other papers and records developed
or originated by the Seller or others, required to qualify the Mortgage Loan.

[TPW: NYLEGAL:140749.6] 16159-00207 04/30/2003 3:38 PM
3
24. If available, termite report, structural engineer's report, water potability
and septic certification.
25. Sales contract, if applicable.
26. Amortization schedule, if available.
27. Seller shall provide Purchaser with the payment history for any Mortgage
Loans if requested by the Purchaser.
28. The original power of attorney or a copy thereof, if any, certified by an
authorized officer of the Seller, for any document described above which is delivered to the
Custodian.
29. A written commitment or interim binder or preliminary report of title
issued by the title insurance company dated as of the date the Mortgage Loan was funded.
In addition, in connection with the assignment of any MERS Mortgage Loan, the
Seller has caused the MERS System to indicate that such Mortgage Loans have been assigned by
the Seller to the Purchaser in accordance with this Agreement by including in such computer
files the information required by the MERS System to identify the Purchaser and the series in
which such Mortgage Loans were sold. The Seller has not and agrees that it will not 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.
In the event that any of the documents listed in paragraph 3 to 7 inclusive have
not been delivered and released to the Purchaser or its designee (the "Missing Documents")
within ten (10) Business Days of the initial purchase of a Mortgage Loan by either Purchaser or
its predecessor in interest (the "Delivery Date"), then the Seller shall use its best efforts to
deliver the recordable Missing Documents to the Purchaser or its designee within eighteen (18)
months following the related Delivery Date and non-recordable Missing Documents within one
hundred and twenty (120) days of the related Delivery Date. After the Seller concludes that it
will not be able to deliver the Missing Documents to the Purchaser or its designee, but in no
event later than eighteen (18) months following the related Delivery Date for recordable Missing
Documents and one hundred and twenty (120) days for non-recordable Missing Documents, the
Seller shall notify the Purchaser and upon written request from the Purchaser the related
Mortgage Loan shall be repurchased by the Seller at the price and in the manner specified in
Subsection 7.03.

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EXHIBIT 6

FORM OF CUSTODIAL AGREEMENT

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EXHIBIT 7

CUSTODIAL ACCOUNT LETTER AGREEMENT

___________, 200_
To:

the "Depository")

As Seller under the Master Mortgage Loan Purchase and Servicing Agreement,
dated as of April 1, 2003, we hereby authorize and request you to establish an account, as a
Custodial Account, to be designated as "Countrywide Home Loans, Inc. in trust for the
Purchaser." All deposits in the account shall be subject to withdrawal therefrom by order signed
by the Seller. You may refuse any deposit which would result in violation of the requirement
that the account be fully insured as described below. This letter is submitted to you in duplicate.
Please execute and return one original to us.


By:
Name:
Title:
Date:

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The undersigned, as Depository, hereby certifies that the above-described account
has been established under Account Number ___________________ at the office of the
Depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured by the Federal
Deposit Insurance Corporation through the Bank Insurance Fund ("BIF") or the Savings
Association Insurance Fund ("SAIF").

Depository

By:
Name:
Title:
Date:

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EXHIBIT 8

ESCROW ACCOUNT LETTER AGREEMENT

_____________, 200_

To:

(the "Depository")

As Seller under the Master Mortgage Loan Purchase and Servicing Agreement,
dated as of April 1, 2003, we hereby authorize and request you to establish an account, as an
Escrow Account, to be designated as "Countrywide Home Loans, Inc. in trust for the Purchaser
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom
by order signed by the Seller. You may refuse any deposit which would result in violation of the
requirement that the account be fully insured as described below. This letter is submitted to you
in duplicate. Please execute and return one original to us.


By
Name:
Title:
Date:

[TPW: NYLEGAL:140749.6] 16159-00207 04/30/2003 3:38 PM
The undersigned, as Depository, hereby certifies that the above-described account
has been established under Account Number _______________ at the office of the Depository
indicated above, and agrees to honor withdrawals on such account as provided above. The full
amount deposited at any time in the account will be insured by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").

Depository

By:
Name:
Title:
Date:

[TPW: NYLEGAL:140749.6] 16159-00207 04/30/2003 3:38 PM
1
EXHIBIT 9

SERVICING ADDENDUM

Section 11.01 Seller to Act as Servicer.

The Seller, as independent contract servicer, shall service and administer the
Mortgage Loans in accordance with this Agreement and the normal and usual standards of
practice of prudent mortgage lenders, and shall have full power and authority, acting alone, to do
or cause to be done any and all things in connection with such servicing and administration
which the Seller may deem necessary or desirable and consistent with the terms of this
Agreement.
Consistent with the terms of this Agreement, the Seller may waive, modify or
vary any term of any Mortgage Loan or consent to the postponement of strict compliance with
any such term or in any manner grant indulgence to any Mortgagor if in the Seller's reasonable
and prudent determination such waiver, modification, postponement or indulgence is not
materially adverse to the Purchaser; provided, however, that the Seller shall not permit any
modification with respect to any Mortgage Loan that would decrease the Mortgage Interest Rate
(other than by adjustments required by the terms of the Mortgage Note), defer or forgive the
payment thereof or of any principal or interest payments, reduce the outstanding principal
amount (except for actual payments of principal), make future advances or extend the final
maturity date on such Mortgage Loan without the Purchaser's consent. The Seller may permit
forbearance or allow for suspension of Monthly Payments in either case for up to one hundred
and eighty (180) days if the Mortgagor is in default or the Seller determines in its reasonable
discretion that default is imminent and if the Seller determines that granting such forbearance or
suspension is in the best interest of the Purchaser. In the event that any such modification,
forbearance or suspension as permitted above allows the deferral of interest or principal
payments on any Mortgage Loan, the Seller shall include in each remittance for any month in
which any such principal or interest payment has been deferred (without giving effect to such
modification, forbearance or suspension) an amount equal to, as the case may be, such month's
principal and one (1) month's interest at the Mortgage Loan Remittance Rate on the then unpaid
principal balance of the Mortgage Loan and shall be entitled to reimbursement for such advances
only to the same extent as for Monthly Advances made pursuant to Section 11.19. Without
limiting the generality of the foregoing, the Seller shall continue, and is hereby authorized and
empowered to execute and deliver on behalf of itself, and the Purchaser, all instruments of
satisfaction or cancellation, or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Property. If
reasonably required by the Seller, the Purchaser shall furnish the Seller with any powers of
attorney and other documents necessary or appropriate to enable the Seller to carry out its
servicing and administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Seller shall employ
procedures including collection procedures and exercise the same care that it customarily
employs and exercises in servicing and administering mortgage loans for its own account giving

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2
due consideration to accepted mortgage servicing practices of prudent lending institutions and
the Purchaser's reliance on the Seller.
Section 11.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all Mortgage
Loans is paid in full, the Seller will proceed diligently to collect all payments due under each
Mortgage Loan when the same shall become due and payable 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, follow such collection procedures as it follows with respect
to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the
Seller will take special care in ascertaining and estimating annual ground rents, taxes,
assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums,
and all other charges that, as provided in the Mortgage, will become due and payable. To that
end, the Seller shall ensure that the installments payable by the Mortgagors will be sufficient to
pay such charges as and when they become due and payable.
Section 11.03 Realization Upon Defaulted Mortgage Loans.
The Seller shall use its best efforts, consistent with the procedures that the Seller
would use in servicing loans for its own account, to 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 11.01. The Seller shall use its best efforts to realize
upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and
interest by the Purchaser, taking into account, among other things, the timing of foreclosure
proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged
Property shall have suffered damage, the Seller shall not be required to expend its own funds
toward the restoration of such property in excess of $2,000 unless it shall determine in its
discretion (i) that such restoration will increase the proceeds of liquidation of the related
Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that
such expenses will be recoverable by the Seller through Primary Mortgage Insurance Proceeds,
Other Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as
contemplated in Section 11.05. The Seller shall notify the Purchaser in writing of the
commencement of foreclosure proceedings. Such notice may be contained in the reports
prepared by the Seller and delivered to Purchaser pursuant to the terms and conditions of this
Agreement. In such connection, the Seller shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof from the related property, as contemplated in Section 11.05.
The Seller, in its sole discretion, shall have the right to purchase for its own
account any Mortgage Loan which is ninety- one (91) days or more delinquent at the Repurchase
Price; provided, however that the Seller shall not be entitled to exercise such purchase if the
delinquency is caused directly or indirectly by an act or omission of the Seller which would
constitute a breach or violation of its obligations hereunder. Any such purchase by the Seller
shall be accomplished by deposit in the Custodial Account the amount of the purchase price
stated in the preceding sentence, after deducting therefrom any amounts received in respect of
such purchased Mortgage Loan and being held in the Custodial Account for future distribution.

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3
Section 11.04 Establishment of Custodial Accounts; Deposits in Custodial
Accounts.
The Seller shall segregate and hold all funds collected and received pursuant to
each Mortgage Loan separate and apart from any of its own funds and general assets and shall
establish and maintain one (1) or more Custodial Accounts, in the form of time deposit or
demand accounts which accounts shall be Eligible Accounts. The creation of any Custodial
Account shall be evidenced by a letter agreement in the form shown in Exhibit 7 to this
Agreement. A copy of such letter agreement shall be furnished to the Purchaser upon request.
The Seller shall deposit in the Custodial Account within two (2) Business Days of
receipt, and retain therein the following payments and collections received or made by it
subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans
due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Loan Remittance Rate;
(iii) all proceeds from a Cash Liquidation;
(iv) all Primary Mortgage Insurance Proceeds and Other Insurance
Proceeds including amounts required to be deposited pursuant to Sections 11.08, 11.10 and
11.11, other than proceeds to be held in the Escrow Account and applied to the restoration or
repair of the Mortgaged Property or released to the Mortgagor in accordance with the Seller's
normal servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property
which are not released to the Mortgagor in accordance with the Seller's normal servicing
procedures, the Mortgage Loan Documents or applicable law;
(vi) any Monthly Advances;
(vii) all proceeds of any Mortgage Loan repurchased in accordance
with Sections 7.03 and 11.03, and any amount required to be deposited by the Seller in
connection with any shortfall in principal amount of the Qualified Substitute Mortgage Loans
and the Deleted Mortgage Loans as required pursuant to Section 7.03;
(viii) any amounts required to be deposited by the Seller pursuant to
Section 11.10 in connection with the deductible clause in any blanket hazard insurance policy
such deposit shall be made from the Seller's own funds, without reimbursement therefor;
(ix) the Prepayment Interest Shortfall Amount, if any, for the month
of distribution, such deposit shall be made from the Seller's own funds, without reimbursement

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4
therefor up to a maximum amount per month of the Servicing Fee actually received for such
month for the Mortgage Loans;
(x) any amounts required to be deposited by the Seller in connection
with any REO Property pursuant to Section 11.13; and
(xi) any amounts required to be deposited in the Custodial Account
pursuant to Section 11.01, 11.14, 11.22 or 11.23.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality of the foregoing,
payments in the nature of late payment charges, prepayment penalties (except as otherwise set
forth in a Purchase Price and Terms Letter) with respect to any Mortgage Loan Package, and
assumption fees, to the extent permitted by Section 6.01, need not be deposited by the Seller in
the Custodial Account. Any interest paid on funds deposited in the Custodial Account by the
depository institution shall accrue to the benefit of the Seller and the Seller shall be entitled to
retain and withdraw such interest from the Custodial Account pursuant to Section 11.05(iv).
If the balance on deposit in the Custodial Account were to exceeds the insured
amount limits of an FDIC insured account as of the commencement of business on any Business
Day and the Custodial Account constitutes an Eligible Account solely pursuant to clause (ii) of
the definition of Eligible Account, the Seller shall, on or before twelve oclock noon Eastern
time on such Business Day, withdraw from the related Custodial Account all amounts in excess
of the FDIC insurance limits and deposit such amounts in another account that constitutes an
Eligible Account pursuant to clause (i) or (ii) of the definition of Eligible Account.
Section 11.05 Permitted Withdrawals From the Custodial Account.
The Seller may, from time to time, withdraw from the Custodial Account for the
following purposes:
(xii) to make payments to the Purchaser in the amounts and in the
manner provided for in Section 11.17;
(xiii) to reimburse itself for Monthly Advances, the Seller's right to
reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related
Mortgage Loan (or to amounts received on the Mortgage Loans as a whole in the event that said
Monthly Advance is made due to a shortfall in a Monthly Payment made by a Mortgagor entitled
to relief under the Soldiers' and Sailors' Civil Relief Act of 1940) which represent Late
Collections (net of the related Servicing Fees) respecting which any such advance was made it
being understood that, in the case of such reimbursement, the Seller's right thereto shall be prior
to the rights of the Purchaser, except that, where the Seller is required to repurchase a Mortgage
Loan, pursuant to Section 7.03, the Seller's right to such reimbursement shall be subsequent to
the payment to the Purchaser of the Repurchase Price pursuant to such section and all other
amounts required to be paid to the Purchaser with respect to such Mortgage Loans; provided that
the Seller may reimburse itself from any funds in the Custodial Account for Monthly Advances
which it has determined are nonrecoverable advances or if all funds with respect to the related
Mortgage Loan have previously been remitted to the Purchaser;

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5
(xiv) to reimburse itself for unreimbursed Servicing Advances and any
unpaid Servicing Fees, the Seller's right to reimburse itself pursuant to this subclause (iii) with
respect to any Mortgage Loan being limited to related proceeds (or to amounts received on the
Mortgage Loans only in the event that said Monthly Advance is made due to a shortfall in a
Monthly Payment made by a Mortgagor entitled to relief under the Soldiers' and Sailors' Civil
Relief Act of 1940) from Cash Liquidation, Liquidation Proceeds, Condemnation Proceeds,
Primary Mortgage Insurance Proceeds and Other Insurance Proceeds; provided that the Seller
may reimburse itself from any funds in the Custodial Account for Servicing Advances and
Servicing Fees if all funds with respect to the related Mortgage Loan have previously been
remitted to the Purchaser;
(xv) to pay to itself as servicing compensation (a) any interest earned
on funds in the Custodial Account (all such interest to be withdrawn monthly not later than each
Remittance Date), and (b) the Servicing Fees from that portion of any payment or recovery as to
interest with respect to a particular Mortgage Loan;
(xvi) to pay to itself with respect to each Mortgage Loan that has been
repurchased pursuant to Section 7.03 all amounts received thereon and not distributed as of the
date on which the related repurchase price is determined;
(xvii) to clear and terminate the Custodial Account upon the termination
of this Agreement;
(xviii) to reimburse the Seller for any Monthly Advance previously
made which the Seller has determined to be a nonrecoverable Monthly Advance; and
(xix) to reimburse itself for any amounts deposited in the Custodial
Account in error.

Section 11.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Seller shall segregate and hold all funds collected and received pursuant to
each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own
funds and general assets and shall establish and maintain one (1) or more Escrow Accounts
which accounts shall be Eligible Accounts, in the form of time deposit or demand accounts. The
creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in
Exhibit 8 to this Agreement. A copy of such letter agreement shall be furnished to the Purchaser
upon request.
The Seller shall deposit in the Escrow Account or Accounts within two (2)
Business Days of receipt, and retain therein, (i) all Escrow Payments collected on account of the
Mortgage Loans, for the purpose of effecting timely payment of any such items as required
under the terms of this Agreement, and (ii) all Other Insurance Proceeds which are to be applied
to the restoration or repair of any Mortgaged Property. The Seller shall make withdrawals
therefrom only to effect such payments as are required under this Agreement, and for such other
purposes as shall be as set forth or in accordance with Section 11.08. The Seller shall be entitled
to retain any interest paid on funds deposited in the Escrow Account by the depository institution

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other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the
extent required by law, the Seller shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is
insufficient for such purposes.
Section 11.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Seller (i) to effect
timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums,
Primary Mortgage Insurance Policy premiums, if applicable, and comparable items (ii) to
reimburse the Seller for any Servicing Advance made by the Seller with respect to a related
Mortgage Loan but only from amounts received on the related Mortgage Loan which represent
late payments or collections of Escrow Payments thereunder, (iii) to refund to the Mortgagor any
funds as may be determined to be overages, (iv) for transfer to the Custodial Account in
accordance with the terms of this Agreement, (v) for application to restoration or repair of the
Mortgaged Property, (vi) to pay to the Seller, or to the Mortgagors to the extent required by law,
any interest paid on the funds deposited in the Escrow Account, (vii) to reimburse itself for any
amounts deposited in the Escrow Account in error, or (viii) to clear and terminate the Escrow
Account on the termination of this Agreement. As part of its servicing duties, the Seller shall
pay to the Mortgagors interest on funds in the Escrow Account, to the extent required by law,
and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay
such interest from its own funds, without any reimbursement therefor.
Section 11.08 Payment of Taxes, Insurance and Other Charges; Maintenance of
Primary Mortgage Insurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Seller shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates and other charges which are
or may become a lien upon the Mortgaged Property and the status of primary mortgage insurance
premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for
the payment of such charges, including renewal premiums and shall effect payment thereof prior
to the applicable penalty or termination date and at a time appropriate for securing maximum
discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow
Account which shall have been estimated and accumulated by the Seller in amounts sufficient
for such purposes, as allowed under the terms of the Mortgage or applicable law. To the extent
that the Mortgage does not provide for Escrow Payments, the Seller shall determine that any
such payments are made by the Mortgagor at the time they first become due. The Seller assumes
full responsibility for the timely payment of all such bills and shall effect timely 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.
The Seller will maintain in full force and effect, a Primary Mortgage Insurance
Policy conforming in all respects to the description set forth in Section 7.02(xxxi), issued by an
insurer described in that Section, with respect to each Mortgage Loan for which such coverage is
herein required. Such coverage will be maintained until the Updated Loan-to-Value Ratio of the
related Mortgage Loan is reduced to that amount for which FNMA no longer requires such
insurance to be maintained, unless state law provides that the Mortgagor may elect to cancel.

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The Seller will not cancel or refuse to renew any Primary Mortgage Insurance Policy in effect on
the Closing Date that is required to be kept in force under this Agreement unless a replacement
Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from
and maintained with an insurer that is FNMA or FHLMC approved. The Seller shall not 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 Seller would have been covered
thereunder. In connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 11.22, the Seller shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability
in accordance with the terms of such policy 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 such Primary Mortgage Insurance Policy is terminated as a result of such
assumption or substitution of liability, the Seller shall obtain a replacement Primary Mortgage
Insurance Policy as provided above.
Section 11.09 Transfer of Accounts.
The Seller may transfer the Custodial Account or the Escrow Account to a
different depository institution from time to time. The Seller shall promptly notify the Purchaser
that such transfer has been made. In any case, the Custodial Account and Escrow Account shall
be Eligible Accounts.
Section 11.10 Maintenance of Hazard Insurance.
The Seller shall cause to be maintained for each Mortgage Loan fire and hazard
insurance with extended coverage as is customary in the area where the Mortgaged Property is
located in an amount which is equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan or (ii) the greater of (a) the unpaid principal balance
of the Mortgage Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to
prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged
Property is in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate
issued by the Flood Emergency Management Agency as having special flood hazards and such
flood insurance has been made available, the Seller will cause to be maintained a flood insurance
policy meeting the requirements of the current guidelines of the Federal Insurance
Administration with a generally acceptable insurance carrier, in an amount representing coverage
not less than the least of (i) the unpaid principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount
of insurance which is available under the Flood Disaster Protection Act of 1973, as amended.
The Seller shall also maintain on the REO Property, fire and hazard insurance with extended
coverage in an amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, liability insurance and, to the extent required
and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an
amount as provided above. Any amounts collected by the Seller under any such policies other
than amounts to be deposited in the Escrow Account and applied to the restoration or repair of
the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with the
Seller's normal servicing procedures, shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 11.05. It is understood and agreed that no earthquake or other

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additional insurance need be required by the Seller or the Mortgagor or maintained on property
acquired in respect of the Mortgage Loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such additional insurance. All
such policies shall be endorsed with standard mortgagee clauses with loss payable to the Seller
and shall provide for at least thirty days prior written notice of any cancellation, reduction in the
amount or material change in coverage to the Seller. The Seller shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided,
however, that the Seller shall not accept any such insurance policies from insurance companies
unless such companies currently reflect a General Policy Rating of B:VI or better in Best's Key
Rating Guide and are licensed to do business in the state wherein the property subject to the
policy is located.
Section 11.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Seller shall obtain and maintain a blanket policy issued by an
issuer that has a Best rating of A+:XV insuring against hazard losses on all of the Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal to the amount
required pursuant to Section 11.10 and otherwise complies with all other requirements of Section
11.10, it shall conclusively be deemed to have satisfied its obligations as set forth in Section
11.10, it being understood and agreed that such policy may contain a deductible clause, in which
case the Seller shall, in the event that there shall not have been maintained on the related
Mortgaged Property or REO Property a policy complying with Section 11.10, and there shall
have been a loss which would have been covered by such policy, deposit in the Custodial
Account the amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as servicer of the Mortgage Loans, the Seller agrees to
prepare and present, on behalf of the Purchaser, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy. Upon request of the Purchaser, the Seller
shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its
best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice to the Purchaser.
Section 11.12 Fidelity Bond; Errors and Omissions Insurance.
The Seller shall maintain, at its own expense, a blanket Fidelity Bond and an
errors and omissions insurance policy, with broad coverage with responsible companies on all
officers, employees or other persons acting in any capacity with regard to the Mortgage Loan in
handling funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond
and errors and omissions insurance shall be in the form of the Mortgage Banker's Blanket Bond
and shall protect and insure the Seller against losses, including forgery, theft, embezzlement,
fraud, errors and omissions and negligent acts of such persons. Such Fidelity Bond shall also
protect and insure the Seller against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or satisfaction of a
Mortgage Loan without having obtained payment in full of the indebtedness secured thereby.
No provision of this Section 11.12 requiring the Fidelity Bond and errors and omissions
insurance shall diminish or relieve the Seller from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such Fidelity Bond and insurance policy shall be
at least equal to the corresponding amounts required by FNMA in the FNMA Selling Guide or

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by FHLMC in the FHLMC Sellers' and Servicers' Guide. Upon request of the Purchaser, the
Seller shall cause to be delivered to the Purchaser a certified true copy of the Fidelity Bond and
insurance policy and shall use its best efforts to obtain a statement from the surety and the
insurer that such Fidelity Bond or insurance policy shall in no event be terminated or materially
modified without thirty (30) days' prior written notice to the Purchaser. The Seller shall notify
the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or
insurance policy will be, or has been, materially modified or terminated.
Section 11.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by
deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Seller
for the benefit of the Purchaser, or in the event the Seller is not authorized or permitted to hold
title to real property in the state where the REO Property is located, or would be adversely
affected under the "doing business" or tax laws of such state by so holding title, the deed or
certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with
an Opinion of Counsel obtained by the Seller from an attorney duly licensed to practice law in
the state where to REO Property is located. Any Person or Persons holding such title other than
the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit
of the Purchaser.
The Seller shall either itself or through an agent selected by the Seller, manage,
conserve, protect and operate each REO Property in the same manner that it manages, conserves,
protects and operates other foreclosed property for its own account, and in the same manner that
similar property in the same locality as the REO Property is managed. The Seller shall cause
each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause
each REO Property to be inspected at least annually thereafter or more frequently as required by
the circumstances. The Seller shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the Servicing File and copies thereof shall be
forwarded by the Seller to the Purchaser within five (5) Business Days of the Purchaser's request
therefor. The Seller shall attempt to sell the same (and may temporarily rent the same) on such
terms and conditions as the Seller deems to be in the best interest of the Purchaser. With respect
to each REO Property, the Seller shall segregate and hold all funds collected and received in
connection with the operation of the REO Property separate and apart from its own funds or
general assets and shall establish and maintain a Custodial Account for the REO Properties in the
form of a non-interest bearing demand account which shall be an Eligible Account, unless an
Opinion of Counsel is obtained by the Seller to the effect that the classification as a grantor trust
for federal income tax purposes of the arrangement under which the Mortgage Loans and the
REO Properties is held will not be adversely affected by holding such funds in another manner.
The Seller shall deposit or cause to be deposited, on a daily basis in the Custodial Account all
revenues received with respect to the REO Properties and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the REO Properties,
including (i) the cost of maintaining any hazard insurance pursuant to Section 11.10 hereof and
(ii) either (A) the fees of any managing agent acting on behalf of the Seller or (B) in the event
that the Seller is managing the REO Property, then the related Servicing Fee. The Seller shall
not be entitled to retain interest paid or other earnings, if any, on funds deposited in the Custodial
Account. On or before each Determination Date, the Seller shall withdraw from the Custodial

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10
Account and deposit into the Custodial Account the net income from the REO Properties on
deposit in the Custodial Account.
The Seller shall furnish to the Purchaser on each Remittance Date, an operating
statement for each REO Property covering the operation of each REO Property for the previous
month. Such operation statement shall be accompanied by such other information as the
Purchaser shall reasonably request.
The Seller shall use its best efforts to dispose of the REO Property as soon as
possible and shall sell such REO Property in any event within one (1) year after title to such
REO Property has been obtained, unless the Seller determines, and gives an appropriate notice to
the Purchaser, that a longer period is necessary for the orderly liquidation of such REO Property.
If a period longer than one (1) year is permitted under this Agreement and is necessary to sell
any REO Property, the Seller shall report monthly to the Purchaser as to the progress being made
in selling such REO Property.
Each REO Disposition shall be carried out by the Seller at such price and upon
such terms and conditions as the Seller deems to be in the best interest of the Purchaser. If as of
the date title to any REO Property was acquired by the Seller there were outstanding
unreimbursed Servicing Advances, Monthly Advances or Servicing Fees with respect to the
REO Property or the related Mortgage Loan, the Seller, upon an REO Disposition of such REO
Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances,
Monthly Advances and Servicing Fees from proceeds received in connection with such REO
Disposition. The proceeds from the REO Disposition, net of any payment to the Seller as
provided above, shall be deposited in the Custodial Account and shall be transferred to the
Custodial Account on the Determination Date in the month following receipt thereof for
distribution on the succeeding Remittance Date in accordance with Section 11.17.
With respect to each REO Property, the Seller shall segregate and hold all funds collected
and received in connection with the operation of the REO Property separate and apart from its
own funds or general assets and shall maintain separate records and reports with respect to the
funds received and distributed on an REO Property by REO Property basis.

Section 11.14 Notification of Adjustments.
With respect to each Mortgage Loan, the Seller shall adjust the Mortgage Interest
Rate on the related Interest Adjustment Date and shall adjust the Monthly Payment on the related
Payment Adjustment Date in compliance with the requirements of applicable law and the related
Mortgage and Mortgage Note. If, pursuant to the terms of the Mortgage Note, another index is
selected for determining the Mortgage Interest Rate because the original Index is no longer
available, such selection shall be in compliance with the terms of the related Mortgage Note.
The Seller shall execute and deliver any and all necessary notices required under applicable law
and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate
and the Monthly Payment adjustments. The Seller shall promptly upon written request thereof,
deliver to the Purchaser such notifications and any additional applicable data regarding such
adjustments and the methods used to calculate and implement such adjustments. Upon the

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11
discovery by the Seller, or the Purchaser that the Seller has failed to adjust a Mortgage Interest
Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and Mortgage,
the Seller shall immediately deposit in the Custodial Account from its own funds the amount of
any interest loss caused the Purchaser thereby without reimbursement therefor.
Section 11.15 MERS Registration.
The Seller is authorized and empowered by the Purchaser, in its own name, when
the Seller believes it appropriate in its best judgement 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 Purchaser 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 Purchaser and its successors and assigns.
Section 11.17 Distributions.
On each Remittance Date, the Seller shall distribute to the Purchaser (i) all
amounts credited to the Custodial Account as of the close of business on the preceding
Determination Date, net of charges against or withdrawals from the Custodial Account pursuant
to Section 11.05, plus (ii) all Monthly Advances, if any, which the Seller is obligated to
distribute pursuant to Section 11.19, minus (iii) any amounts attributable to Principal
Prepayments received after the Principal Prepayment Period, and (iv) any amounts attributable to
Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date. It is understood that, by operation of Section 11.04, the remittance on the
initial Remittance Date is to include principal collected after the Cut-off Date through the
preceding Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate
collected through such Determination Date exclusive of any portion thereof allocable to the
period prior to the Cut-off Date, with the adjustments specified in (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the second
Business Day following the Business Day on which such payment was due, the Seller shall pay
to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as
is publicly announced from time to time at its principal office by JPMorgan Chase, New York,
New York, as its prime lending rate, adjusted as of the date of each change, plus one percentage
point, but in no event greater than the maximum amount permitted by applicable law. Such
interest shall be paid by the Seller to the Purchaser on the date such late payment is made and
shall cover the period commencing with the day following such second Business Day and ending
with the Business Day on which such payment is made, both inclusive. Such interest shall be
remitted along with such late payment. The payment by the Seller of any such interest shall not
be deemed an extension of time for payment or a waiver of any Event of Default by the Seller.
Section 11.18 Statements to the Purchaser.
Not later than each Remittance Date, the Seller will furnish to the Purchaser by
any electronic medium the information shown in Exhibit 11, provided that such information
shall be in a form useful to the Purchaser.

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In addition, not more than sixty (60) days after the end of each calendar year, the
Seller will furnish to the Purchaser at any time during such calendar year, (i) as to the aggregate
of remittances for the applicable portion of such year, an annual statement in accordance with the
requirements of applicable federal income tax law, and (ii) listing of the principal balances of the
Mortgage Loans outstanding at the end of such calendar year.
The Seller shall prepare and file any and all tax returns, information statements or
other filings required to be delivered to any governmental taxing authority or to the Purchaser
pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Seller shall provide the Purchaser with such information
concerning the Mortgage Loans as is necessary for the Purchaser to prepare its federal income
tax return as the Purchaser may reasonably request from time to time.
Section 11.19 Monthly Advances by the Seller.
Not later than the close of business on the Business Day preceding each
Remittance Date, the Seller shall deposit in the Custodial Account an amount equal to all
payments not previously advanced by the Seller, whether or not deferred pursuant to Section
11.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the
Cut-off Date, adjusted to the Mortgage Loan Remittance Rate, which were due on a Mortgage
Loan and delinquent at the close of business on the related Determination Date.
The Seller's obligation to make such advances as to any Mortgage Loan will
continue through the earliest of: (i) the last Monthly Payment due prior to the payment in full of
the Mortgage Loan, (ii) the Remittance Date prior to the Remittance Date for the distribution of
any Liquidation Proceeds, Other Insurance Proceeds or Condemnation Proceeds which, in the
case of Other Insurance Proceeds and Condemnation Proceeds, satisfy in full the indebtedness of
such Mortgage Loan, and (iii) the Remittance Date prior to the date the Mortgage Loan is
converted to REO Property, provided, however, that if requested by a Rating Agency
(hereinafter defined) in connection with a Pass-Through Transfer, the Seller shall be obligated to
make such advances through the Remittance Date prior to the date on which cash is received in
connection with the liquidation of REO Property. In no event shall the Seller be obligated to
make an advance under this Section 11.19 if at the time of such advance it deems such advance
to be nonrecoverable. If the Seller determines that an advance is nonrecoverable, the Seller shall
deliver to the Purchaser an Officer's Certificate of the Seller to the effect that an officer of the
Seller has reviewed the related Mortgage File and has made the reasonable determination that
any previous and any additional advances are nonrecoverable. For the purposes of this
paragraph, "Rating Agency" shall mean Moody's Investors Service, Inc., Standard & Poor's
Ratings Group, Fitch Investors Services, Inc. or any other statistical credit rating agency.
Section 11.20 Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 11.18, with respect to
any REO Property, the Seller shall furnish to the Purchaser on request a statement covering the
Seller's efforts in connection with the sale of such REO Property and any rental of such REO
Property incidental to the sale thereof for the previous month, together with an operating
statement free of cost. Such statement shall be accompanied by such additional information as

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13
the Purchaser shall reasonably request. The cost of producing such additional information shall
be borne by the Purchaser requesting it.
Section 11.21 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by
the Purchaser pursuant to a deed-in-lieu of foreclosure, the Seller shall submit to the Purchaser a
liquidation report with respect to such Mortgaged Property which report may be included with
any other reports prepared by Seller and delivered to Purchaser pursuant to the terms and
conditions of this Agreement.
Section 11.22 Assumption Agreements.
The Seller will, to the extent it has knowledge of any conveyance or prospective
conveyance by any Mortgagor of the Mortgaged Property (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 any "due-on-sale" clause to the extent permitted by law; provided,
however, that the Seller shall not exercise any such rights if prohibited by law or the terms of the
Mortgage Note 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 Seller
reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the
Seller will enter into an assumption agreement with the person to whom the Mortgaged 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. Where an assumption is allowed pursuant to this Section 11.22, the
Seller, with the prior written consent of the primary mortgage insurer, if any, is authorized to
enter into a substitution of liability agreement with the person to whom the Mortgaged Property
has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is
released from liability and such Person is substituted as Mortgagor and becomes liable under the
related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an
assumption agreement.
In connection with any such assumption or substitution of liability, the Seller
shall follow the underwriting practices and procedures employed by the Seller for similar
mortgage loans originated in accordance with the guidelines attached hereto as Exhibit B
serviced by the Seller for its own account. With respect to an assumption or substitution of
liability, the Mortgage Interest Rate borne by the related Mortgage Note, the term of the
Mortgage Loan and the outstanding principal amount of the Mortgage Loan shall not be
changed. The Seller shall notify the Purchaser that any such substitution of liability or
assumption agreement has been completed by forwarding to the Purchaser or its designee the
original of any such substitution of liability 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. Any fee collected by the Seller for entering into an assumption or substitution of
liability agreement in excess of 1% of the unpaid principal balance of the Mortgage Loan shall
be deposited in the Custodial Account pursuant to Section 11.04.

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14
Notwithstanding the foregoing paragraphs of this Section or any other provision
of this Agreement, the Seller 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 any assumption which the Seller may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 11.22, 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 11.23 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Seller of a
notification that payment in full will be escrowed in a manner customary for such purposes, the
Seller will immediately notify the Purchaser by a certification, 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 Custodial Account pursuant to Section 11.04
have been or will be so deposited, of a Servicing Officer and shall request delivery to it of the
portion of the Mortgage File held by the Purchaser. Upon receipt of such certification and
request, the Purchaser or its designee shall within five (5) Business Days release the related
Mortgage Loan Documents to the Seller and the Seller shall prepare and process any satisfaction
or release. With respect to any MERS Mortgage Loan, the Seller is authorized to cause the
removal from the registration on the MERS System of such Mortgage and to execute and deliver,
on behalf of the Purchaser, any and all instruments of satisfaction or cancellation or of partial or
full release. No expense incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Custodial Account.
In the event the Seller satisfies or releases a Mortgage without having obtained
payment in full of the indebtedness secured by the Mortgage or should it otherwise prejudice any
right the Purchaser may have under the mortgage instruments, the Seller, upon written demand,
shall remit to the Purchaser the then unpaid principal balance of the related Mortgage Loan by
deposit thereof in the Custodial Account. The Seller shall maintain the Fidelity Bond insuring
the Seller against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as appropriate for the service or foreclosure of the
Mortgage Loan, including for the purpose of collection under any Primary Mortgage Insurance
Policy, the Purchaser shall, upon request of the Seller and delivery to the Purchaser or
Purchaser's designee of a servicing receipt signed by a Servicing Officer, release or cause to be
released the portion of the Mortgage File held by the Purchaser or its designee to the Seller.
Such servicing receipt shall obligate the Seller to return the related Mortgage documents to the
Purchaser when the need therefor by the Seller no longer exists, unless the Mortgage Loan has
been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Custodial 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 Seller has delivered to the Purchaser 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

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15
delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan
was liquidated, the servicing receipt shall be released by the Purchaser to the Seller.
Section 11.24 Servicing Compensation.
As compensation for its services hereunder, the Seller shall be entitled to
withdraw from the Custodial Account or to retain from interest payments on the Mortgage Loans
the amounts provided for as the Seller's Servicing Fees. Additional servicing compensation in
the form of assumption fees, as provided in Section 11.22, prepayment penalties (except as
otherwise set forth in a related Purchase Price and Terms Letter with respect to any Mortgage
Loan Package), and late payment charges or otherwise shall be retained by the Seller to the
extent not required to be deposited in the Custodial Account. The Seller shall be required to pay
all expenses incurred by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided for.
Section 11.25 Statement as to Compliance.
(a) The Seller will deliver to the Purchaser On or before March 15, 2004, and
March 1 of each year thereafter, an Officers Certificate stating, as to each signatory thereof, that
(i) a review of the activities of the Seller during the preceding year and of performance under
this Agreement has been made under such officers supervision and (ii) to the best of such
officers knowledge, based on such review, the Seller has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature and status thereof.
(b) With respect to any Loans that are subject to a Pass-Through Transfer or
other securitization transaction, to the extent that either of the Purchaser, any master servicer
which is master servicing loans in connection with such transaction (a Master Servicer), or any
related depositor (a Depositor) is required under the Sarbanes-Oxley Act of 2002 (the
Sarbanes-Oxley Act) to prepare and file a certification pursuant to Section 302 of the
Sarbanes-Oxley Act, on or before March 15, 2004, and March 1 of each year thereafter, an
officer of the Seller shall execute and deliver an Officers Certificate to such Purchaser, Master
Servicer, or Depositor, as the case may be, for the benefit of such entity and such entitys
affiliates and the officers, directors and agents of such entity and such entitys affiliates, an
Officers Certificate in the form attached hereto as Exhibit 13.
(c) The Seller shall indemnify and hold harmless the Master Servicer, the
Depositor, the Purchaser (and if this Agreement has been assigned in whole or in part by the
Purchaser, any and all Persons previously acting as Purchaser hereunder), and their respective
officers, directors, agents and affiliates, and such affiliates officers, directors and agents (any
such person, an Indemnified Party) from and against any losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach by the Seller or any of its officers, directors, agents or
affiliates of its obligations under this Section 11.25 or Section 11.26, or the bad faith or willful
misconduct of the Seller in connection therewith; provided, however, that the Seller shall not be
obligated to indemnify or hold harmless any Indemnified Party from or against any losses,
damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and
other costs and expenses arising out of or based upon the negligence, bad faith or willful

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16
misconduct of such Indemnified Party. If the indemnification provided for herein is unavailable
or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall
contribute to the amount paid or payable by the Indemnified Party as a result of the losses,
claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to
reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in
connection with a breach of the Sellers obligations under this Section 11.25, or Section 11.26,
or the Sellers negligence, bad faith or willful misconduct in connection therewith.
Section 11.26 Independent Public Accountants Servicing Report.
On or before March 15, 2004, and March 1 of each year thereafter, the Seller at
its expense shall cause a firm of independent public accountants (which may also render other
services to the Seller) which is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Purchaser or its designee to the effect that such firm
has examined certain documents and records relating to the servicing of the Mortgage Loans
under this Agreement or of mortgage loans under pooling and servicing agreements (including
the Mortgage Loans and this Agreement) substantially similar one to another (such statement to
have attached thereto a schedule setting forth the pooling and servicing agreements covered
thereby) and that, on the basis of such examination conducted substantially in compliance with
the Uniform Single Attestation Program for Mortgage Bankers, such firm confirms that such
servicing has been conducted in compliance with such pooling and servicing agreements except
for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform
Single Attestation Program for Mortgage Bankers requires it to report.
Section 11.27 Reserved.
Section 11.28 Purchaser's Right to Examine Seller Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to
the Seller, during business hours or at such other times as might be reasonable under applicable
circumstances, any and all of the books, records, documentation or other information of the
Seller, or held by another for the Seller or on its behalf or otherwise, which relates to the
performance or observance by the Seller of the terms, covenants or conditions of this Agreement.
The Seller shall provide to the Purchaser and any supervisory agents or examiners
representing a state or federal governmental agency having jurisdiction over the Purchaser,
including but not limited to OTS, FDIC and other similar entities, access to any documentation
regarding the Mortgage Loans in the possession of the Seller which may be required by any
applicable regulations. Such access shall be afforded without charge, upon reasonable request,
during normal business hours and at the offices of the Seller, and in accordance with the federal
government, FDIC, OTS, or any other similar regulations.

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EXHIBIT 10

SELLER'S UNDERWRITING GUIDELINES

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EXHIBIT 11

FORM OF MONTHLY REMITTANCE ADVICE

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EXHIBIT 12

MORTGAGE LOAN SCHEDULE

EXHIBIT 13

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FORM OF BACK-UP CERTIFICATION

I, [identify certifying individual], certify to the [Initial Purchaser], [Mortgage
Loan Seller] [Depositor], [Trustee], [Securities Administrator] or [Master Servicer] [i.e. THE
PARTY EXECUTING THE CERTIFICATION REQUIRED UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002] that:

(i) Based on my knowledge, the information in the annual statement of
compliance, the annual independent public accountant's servicing report and all
servicing reports, officer's certificates and other information relating to the
servicing of the Mortgage Loans conducted by the Seller taken as a whole, does
not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the date of this certification;

(ii) The servicing information required to be provided by the Seller under this
Servicing Agreement has been provided to the Initial Purchaser and the Master
Servicer;

(iii) I am is responsible for reviewing the activities performed by the Seller
under the Agreement and based upon the review required by the Agreement, and
except as disclosed in the Annual Statement of Compliance or the Annual
Independent Public Accountant's Servicing Report, the Seller has, as of the date
of this certification fulfilled its obligations under the Agreement; and

(iv) Such officer has disclosed to the Initial Purchaser and the Master Servicer
all significant deficiencies relating to the Sellers compliance with the minimum
servicing standards in accordance with a review conducted in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or similar standard as
set forth in the Servicing Agreement.

2

3

4
J a n - 1 1 - 0 5 0 9 : 3 0 a m F r o m - C o u n t r y w i d e 8 1 8 2 2 5 4 0 0 6 T - 2 6 7 P . 0 0 2 / 0 0 2 F - 4 7 7

5
Execution Copy
RECONSTITUTED SERVICING AGREEMENT
This Reconstituted Servicing Agreement (this "Agreement") dated as of August 1, 2005,
is by and among Greenwich Capital Financial Products, Inc. ("GCFP"), Countrywide Home
Loans, Inc. ("CHL") and Countrywide Home Loans Servicing LP, as servicer (the "Servicer" or
"Countrywide Servicing") and is acknowledged by U.S. Bank National Association, as trustee
(the "Trustee").
RECITALS
WHEREAS, GCFP has conveyed certain mortgage loans listed on Exhibit Two hereto
(the "Serviced Loans") to Greenwich Capital Acceptance, Inc. ("GCA"), which in turn has
conveyed the Serviced Loans to the Trustee pursuant to a pooling and servicing agreement dated
as of August 1, 2005 (the "Pooling and Servicing Agreement"), among GCFP, GCA and the
Trustee;
WHEREAS, the Serviced Loans were serviced by CHL for GCFP pursuant to a Master
Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2003 and as amended by
that certain Amendment Number One, dated as of November 1, 2004 (together, the "Servicing
Agreement"), between GCFP and CHL, a copy of which is annexed hereto as Exhibit Three;
WHEREAS, CHL has assigned its servicing rights under the Servicing Agreement with
respect to the Serviced Loans to Countrywide Servicing;
WHEREAS, GCFP desires that Countrywide Servicing continue to service the Serviced
Loans and Countrywide Servicing has agreed to do so, subject to the rights of GCFP and the
Trustee to terminate the rights and obligations of Countrywide Servicing hereunder as set forth
herein and to the other conditions set forth herein;
WHEREAS, Section 24 of the Servicing Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Servicing Agreement to any person to whom
any "Mortgage Loan" (as such term is defined in the Servicing Agreement) is transferred
pursuant to a sale or financing. Without limiting the foregoing, CHL has agreed, in Section 12
and Section 29 of the Servicing Agreement, to enter into additional documents, instruments or
agreements as may be reasonably necessary in connection with any "Pass-Through Transfer" (as
such term is defined in the Servicing Agreement) contemplated by GCFP pursuant to the
Servicing Agreement;
WHEREAS, CHL, Countrywide Servicing and GCFP agree that this Agreement shall
constitute a "Reconstitution Agreement" (as such term is defined in the Servicing Agreement) in
connection with a Pass-Through Transfer that shall govern the Serviced Loans for so long as
such Serviced Loans remain subject to the provisions of the Pooling and Servicing Agreement;
MNNYIMANAGE 65169v2
WHEREAS, the Trustee and any successor Trustee, shall have the right to terminate the
rights and obligations of Countrywide Servicing upon the occurrence and continuance of an
Event of Default under this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein the
parties hereto agree as follows:
Definitions
Capitalized terms used and not defined in this Agreement (including Exhibit One hereto)
or in the Servicing Agreement shall have the meanings ascribed to them in the Pooling and
Servicing Agreement.
Servicing
Countrywide Servicing agrees, with respect to the servicing of the Serviced Loans, to
perform and observe the duties, responsibilities and obligations that are to be performed and
observed by the Seller (as such term is defined in the Servicing Agreement) under the provisions
of the Servicing Agreement, except as otherwise provided herein and on Exhibit One hereto, and
that the provisions of the Servicing Agreement, as so modified, are and shall be a part of this
Agreement to the same extent as if set forth herein in full.
Trust Cut-off Date
The parties hereto acknowledge that by operation of Section 11.17 of the Servicing
Addendum to the Servicing Agreement (as modified by this Agreement) the remittance on
August 18, 2005 to be made to the Trust Fund is to include all principal collections due after
August 1, 2005 (the "Trust Cut-off Date"), plus interest thereon at the weighted average
Mortgage Interest Rate collected during the immediately preceding Due Period, but exclusive of
any portion thereof allocable to a period prior to the Trust Cut-off Date, and taking into account
the adjustments specified in the first paragraph of Section 11.17 of the Servicing Addendum to
the Servicing Agreement.
Servicing Fee
The Servicing Fee for the Serviced Loans shall be equal to 0.375% per annum (the
"Servicing Fee Rate"). Such fee shall be payable monthly from the interest portion (including
recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent
permitted by Section 11.05 of the Servicing Addendum to the Servicing Agreement) of the
related Monthly Payment collected by the Servicer (or as otherwise provided under Section
11.05 of the Servicing Addendum to the Servicing Agreement).
Recognition of the Trustee
1. From and after the date hereof Countrywide Servicing and CHL shall recognize
the HarborView 2005-10 Trust Fund (the "Trust Fund") as the owner of the Serviced Loans,
and Countrywide Servicing will service the Serviced Loans for the Trust Fund as if the Trust
Fund and Countrywide Servicing had entered into a separate servicing agreement for the
MNNYIMANAGE 65169v2
servicing of the Serviced Loans in the form of the Servicing Agreement. Pursuant to the Pooling
and Servicing Agreement, the Trustee shall have the same rights (but not the obligations, except
to the extent expressly set forth in the Pooling and Servicing Agreement) as GCFP under the
Servicing Agreement to enforce the obligations of Countrywide Servicing and CHL, including,
without limitation, the enforcement of (i) the document delivery requirements set forth in
Section 6.03 of the Servicing Agreement and (ii) remedies with respect to representations and
warranties made by CHL in the Servicing Agreement, and shall be entitled to enforce all of the
obligations of Countrywide Servicing and CHL thereunder insofar as they relate to the Mortgage
Loans. CHL and Countrywide Servicing shall look solely to the Trust Fund for performance of
any obligations of GCFP insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans. All references to the Purchaser
under the Servicing Agreement insofar as they relate to the Mortgage Loans, shall be deemed to
refer to the Trust Fund. Neither CHL nor GCFP shall amend or agree to amend, modify, waive,
or otherwise alter any of the terms or provisions of the Servicing Agreement which amendment,
modification, waiver or other alteration would in any way affect the Serviced Loans or CHL's
performance under the Servicing Agreement with respect to the Serviced Loans without the prior
written consent of the Trustee.
2. The Trustee shall be entitled to terminate the rights and obligations of
Countrywide Servicing under this Agreement, as provided in Section 14 (Default) of the
Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the
Trustee be required to assume any of the obligations of GCFP under the Servicing Agreement;
and in entering into this Agreement, in connection with the performance by the Trustee of any
duties it may have hereunder, and in the exercise by the Trustee of its rights the parties and other
signatories hereto agree that the Trustee shall be entitled to all of the rights, protections and
limitations of liability, immunities and indemnities afforded to the Trustee under the Pooling and
Servicing Agreement. Without limitation of the foregoing, any provision of the Servicing
Agreement requiring the Purchaser to reimburse the Seller for any costs or expenses shall be
satisfied by the Seller's reimbursement of such costs or expenses from the Custodial Account.
Warranties
GCFP, CHL and Countrywide Servicing mutually warrant and represent that, with
respect to the Serviced Loans, the Servicing Agreement is in full force and effect as of the date
hereof and has not been amended or modified in any way with respect to the Serviced Loans and
no notice of termination has been given thereunder.
Representations
Pursuant to Section 12 of the Servicing Agreement, CHL hereby represents and warrants,
for the benefit of GCFP, GC A, the Trustee and the Trust Fund, that (i) the representations and
warranties set forth in Section 7.01 of the Servicing Agreement are true and correct as of August
31, 2005, (the "Reconstitution Date") as if such representations and warranties were made on
such date and (ii) the representations and warranties set forth in Section 7.02 of the Servicing
Agreement are true and correct as of the Closing Date (as defined in the Servicing Agreement).
In addition, Countrywide Servicing shall make the representations and warranties listed on
Exhibit Four hereto as of the Reconstitution Date.
MNNYIMANAGE 65169v2
CHL and Countrywide Servicing hereby acknowledge and agree that the remedies
available to the GCFP, GCA and the Trust Fund (including the Trustee acting on the Trust
Fund's behalf) in connection with any breach of the representations and warranties made by
CHL or Countrywide Servicing set forth above that materially and adversely affects the value of
that Mortgage Loan and the interests of the Certificateholders in such Mortgage Loan shall be as
set forth in Subsection 7.03 of the Servicing Agreement as if they were set forth herein
(including without limitation the repurchase and indemnity obligations set forth therein). Such
enforcement of a right or remedy by the Trustee shall have the same force and effect as if the
right or remedy had been enforced or exercised by GCFP directly.
Assignment
CHL and Countrywide Servicing hereby acknowledge that the rights of GCFP under the
Servicing Agreement as amended by this Agreement will be assigned to GCA under a Mortgage
Loan Servicing Agreement and by GCA to the Trust Fund under the Pooling and Servicing
Agreement and agree that the Mortgage Loan Servicing Agreement and the Pooling and
Servicing Agreement will each be a valid assignment and assumption agreement or other
assignment document and will constitute a valid assignment and assumption of the rights of
GCFP under the Servicing Agreement to GCA and the Trustee, on behalf of the Trust Fund, as
applicable. In addition, the Trust Fund will make a REMIC election. CHL and Countrywide
Servicing hereby consent to such assignment and assumption and acknowledge the Trust Fund's
REMIC election.
Notices
1. All notices, consents, certificates or reports (collectively, "Written Information")
required to be delivered to the Trustee under the Servicing Agreement and under this Agreement
shall be delivered to the Trustee at the following address:
U.S. Bank National Association
One Federal Street
Boston, Massachusetts 02110
Attention: HarborView 2005-10
Telephone: (617)603-6442
Facsimile: (617)603-6637
2. All Written Information required to be delivered to GCFP under the Servicing
Agreement and under this Agreement shall be delivered to GCFP at the following address:
600 Steamboat Road
Attention: Legal Department (HarborView 2005-10)
Telephone: (203) 625-6072
Facsimile: (203)618-2163
MNNYIMANAGE 65169v2
Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Counterparts
This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, but all of which counterparts shall together constitute
but one and the same instrument.
Reconstitution
CHL, Countrywide Servicing and GCFP agree that this Agreement is a Reconstitution
Agreement executed in connection with a Pass-Through Transfer and that the August 31, 2005 is
the Reconstitution Date.
Limited Role of the Trustee
The Trustee shall have no obligations or duties under this Agreement except as expressly
set forth herein. No implied duties on the part of the Trustee shall be read into this Agreement.
Nothing herein shall be construed to be an assumption by the Trustee of any duties or obligations
of any party to this Agreement or the Servicing Agreement, the duties of the Trustee being solely
those set forth in the Pooling and Servicing Agreement. The Trustee is entering into this
Agreement solely in its capacity as Trustee under the Pooling and Servicing Agreement and not
individually, and there shall be no recourse against the Trustee in its individual capacity
hereunder or for the payment of any obligations of the Trust or the Trust Fund.
MNNYIMANAGE 65169v2
Executed as of the day and year first above written.
PRODUCTS, INC.
By: ^ .
Name: < ^ \ T
itle- JHiTicS 1. Kae^ Title-
Managing Directed
By: _
Name:
Title:
COUNTRYWIDE HOME LOANS
SERVICING LP
By: Countrywide GP, Inc., its General Partner
By: _
Name:
Title:
Acknowledged By
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Tmstee
under the Pooling and Servicing Agreement
By:
Name:
Title:
A u g - 2 5 - 2 0 0 5 15 :0 5 F r o m - C o u n t r y w i d s P r o d / R a g L e g a l + 8 18 - 8 7 1- 4 6 0 2 T - 0 2 3 P . 0 0 4 / 0 0 4 F - 6 93
PRODUCTS, INC.
By:
Name:
Title:
: C ) J L By:
Name: Celia Coulter
Title: Executive Vice President
SERVICING LP
By:Countrywide GP, Inc., its General Partner
By:
Name: Celia Coulter
Title: Executive Vice President
Acknowledged By
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity, but solely as Trustee
B y : _ _
Name:
Title:
PRODUCTS, INC.
B y : _
Name:
Title:
By: _
Name:
Title:
SERVICING LP
By: Countrywide GP, Inc., its General Partner
By: _
Name:
Title:
Acknowledged By
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity, but solely as Trustee
By: _
Name:
Title:
EXHIBIT ONE
Modifications to the Servicing Agreement
1. The definition of "Business Day" in Section 1 is hereby amended in its entirety to read as
follows:
Business Day: Any day other than a Saturday or Sunday, or a day on which banks and
savings and loan institutions in the State of Washington, State of Minnesota, the State of
California, the State of Texas or the State of New York are authorized or obligated by law
or executive order to be closed.
2. The definition of "Eligible Account" in Section 1 is hereby amended in its entirety to be
as defined in the Pooling and Servicing Agreement.
3. The definition of "Mortgage Interest Rate" in Section 1 is hereby amended by adding the
phrase "net of any Relief Act Reduction" to the end of such definition.
4. The definition of "Opinion of Counsel" in Section 1 is hereby amended in its entirety to
read as follows:
Opinion of Counsel: A written opinion of counsel, who may be an employee of
Countrywide, that is reasonably acceptable to the Trustee provided that any Opinion of
Counsel relating to (a) qualification of the Mortgage Loans in a REMIC or (b) compliance
with the REMIC Provisions, must be an opinion of counsel reasonably acceptable to the
Trustee and GCFP who (i) is in fact independent of Countrywide, (ii) does not have any
material direct or indirect financial interest in Countrywide or in any affiliate of any such
entity and (iii) is not connected with Countrywide as an officer, employee, director or
person performing similar functions.
5. A new definition of "Permitted Investments" is hereby added to Section 1 immediately
following the definition of "Periodic Rate Cap" to read as follows:
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 or
managed by the Depositor, the Trustee or any of their respective Affiliates or for which an
Affiliate of the Trustee serves as an advisor:
(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) (A) such depository institution or trust company or its ultimate parent has
a short-term uninsured debt rating in one of the two highest available rating categories of
the Rating Agency and (B) any other demand or time deposit or deposit which is fully
insured by the FDIC;
(iii) repurchase obligations with respect to any security described in clause
(i) above and entered into with a depository institution or trust company (acting as
principal) rated A or higher by the Rating Agency;
MNNYIMANAGE 65169v2
(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, the District of
Columbia or any State thereof and that are rated by the Rating Agency in its highest
long-term unsecured rating categories 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) that is rated by the Rating Agency in its
highest short-term unsecured debt rating available at the time of such investment;
(vi) units of money market funds (which may be 12b-1 funds, as
contemplated by the Commission under the Investment Company Act of 1940) registered
under the Investment Company Act of 1940 including funds managed or advised by the
Trustee or an affiliate thereof having the highest applicable rating from the Rating
Agency; and
(vii) if previously confirmed in writing to the Trustee, any other demand,
money market or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agency in writing as a permitted investment of funds backing
securities having ratings equivalent to its highest initial ratings 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.
6. A new definition of "Rating Agency" is hereby added to Section 1 immediately following
the definition of "Qualified Substitute Mortgage Loan" to read as follows:
Rating Agency: Any nationally recognized statistical rating agency rating the securities
issued in a mortgage securitization as a result of a Pass-Through Transfer.
7. A new definition of "Relief Act Reduction" is hereby added to Section 1 immediately
following the definition of "Refinanced Mortgage Loan" to read as follows:
Relief Act Reduction: With respect to any Mortgage Loan as to which there has been a
reduction in the amount of the interest collectible thereon as a result of the application of
the Servicemembers Civil Relief Act, or any similar state law, any amount by which
interest collectible on such Mortgage Loan for the Due Date in the related Due Period is
less than the interest accrued thereon for the applicable one-month period at the
Mortgage Interest Rate without giving effect to such reduction.
8. A new definition of "REMIC Provisions" is hereby added to Section 1 immediately
following the definition of "REMIC" to read as follows:
REMIC Provisions: Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and
rulings promulgated thereunder, as the foregoing may be in effect from time to time.
9. The definition of "Remittance Date" is amended and restated to read as follows:
MNNYIMANAGE 65169v2
Remittance Date: The 18
th
calendar day of any month or, if such 18
th
day is not a
Business Day, the Business Day immediately preceding such 18
th
day.
10. A new definition of "Sarbanes Certifying Party" is added to Section 1 immediately before
the definition of "Seller" to read as follows:
Sarbanes Certifying Party: A Person who provides a certification required under the
Sarbanes-Oxley Act of 2002 on behalf of the Trust Fund.
11. Reserved.
12. Subsection 7.03 (Remedies for Breach of Representations and Warranties) is hereby
amended as follows:
(i) by adding the words "(from its own funds)" to the first sentence of the
fifth paragraph after the word "indemnify;"
(ii) by replacing the words "the Purchaser and hold it" at the beginning of the
second line of the fifth paragraph with "GCFP, the Depositor, the Trustee
and the Trust Fund and hold each of them;"
(iii) by replacing each of the references to "the Purchaser" in the last sentence
of the fifth paragraph with "GCFP, the Depositor, the Trustee and the
Trust Fund;" and
(iv) by replacing each of the references to "the Purchaser" in the sixth
paragraph of Section 7.03 with "GCFP, the Depositor or the Trustee."
13. Subsection 7.04 (Reserved) is hereby titled "Credit Reporting" and amended as follows:
The Servicer will fully furnish in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable and
unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit
Information Company, on a monthly basis.
14. Subsection 13.01 (Additional Indemnification by the Seller; Third Party Claims) is
hereby amended:
(i) by replacing each of the two references to "the Purchaser" in the first
sentence with "the Trust Fund, the Trustee and the Depositor;"
(ii) by replacing the first and third reference to "the Purchaser" in the second
sentence with "the Trust Fund;"
(iii) by replacing the second reference to "the Purchaser" in the second
sentence with "the Trustee;"
(iv) by replacing each reference to "the Purchaser" in the fourth sentence with
"the Trust Fund, the Trustee and the Depositor;" and
MNNYIMANAGE 65169v2
(v) by replacing the reference to "the Purchaser" in the last sentence with "the
Trust Fund."
15. Subsection 13.04 (Seller Not to Resign) is hereby amended as follows:
(i) by replacing the reference to "the Purchaser" in the second line with "the
Trustee;"
(ii) by replacing the first reference to "the Purchaser" in the second sentence
with "the Trustee;" and
(iii) by replacing the second reference to "the Purchaser" in the second
sentence with "the Trustee."
16. Subsection 13.05 (No Transfer of Servicing) is hereby amended by replacing the words
"prior written approval of the Purchaser" with "the prior written consent of the Trustee,
which consent shall not be unreasonably withheld" in the second sentence of the
paragraph.
17. Subsection 14.01 (Events of Default) is hereby amended as follows:
(i) by replacing each reference to "the Purchaser" with "the Trustee;"
(ii) by amending and restating clause (i) of Section 14.01 to read as follows:
(i) any failure of the Servicer to remit to the Trustee any payment required to be
made under the terms of this Agreement which continues unremedied for a
period of one (1) Business Day after the date upon which such payment was
required to be made; or
(iii) by adding the words "subject to clause (ix) of this Subsection 14.01," at
the beginning of clause (ii);
(iv) by replacing in clause (ix) the words "Sections 11.25 and 11.26 of the
Servicing Addendum, which failure continues unremedied for a period of
thirty (30) days" with the words "Sections 11.25 or 11.26 of the Servicing
Addendum, which failure continues unremedied for a period of fifteen
(15) days;" and
(v) by adding the words "within the applicable cure period" after the word
"remedied" in the beginning of the last paragraph.
18. Subsection 14.02 (Waiver of Defaults) is hereby amended by replacing the reference to
"The Purchaser" with "The Trustee."
19. Section 15.01 (Termination) is hereby deleted in its entirety and replaced by the
following:
Section 15.01 Termination
MNNYIMANAGE 65169v2
The respective obligations and responsibilities of the Servicer shall terminate
upon the: (i) the later of the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or the disposition of all REO
Property and the remittance of all funds due hereunder; or (ii) in accordance with
Section 13.05.
20. Section 16 (Successor to the Seller) is hereby amended as follows:
(i) by replacing the words "Prior to" with "Upon" at the beginning of the first
sentence of the first paragraph;
(ii) by replacing the reference to "Section 15.01 (ii) or 15.02" with "Subsection
14.01 or Section 15" in the second line of the first paragraph;
(iii) by adding the words ", in accordance with the Pooling and Servicing
Agreement," after the word "shall" in the second line of the first
paragraph;
(iv) by adding the following new sentence immediately after the first sentence
of the first paragraph to read as follows:
Any successor to the Servicer shall be a FHLMC- or FNMA-approved servicer
and shall be subject to the approval of each Rating Agency, as evidenced by a
letter from each such Rating Agency delivered to the Trustee that the transfer of
servicing will not result in a qualification, withdrawal or downgrade of the then-
current rating of any of the Certificates.
(v) by adding the following proviso at the end of the second sentence of the
first paragraph immediately before the period to read as follows:
; provided, however, that no such compensation shall be in excess of that
permitted the Servicer under this Agreement.
(vi) by replacing the reference to "the Purchaser" in the second line of the
second paragraph with "the Trustee;" and
(vii) by adding the following new paragraph as the fifth paragraph to read as
follows:
Except as otherwise provided in this Section 16, all reasonable costs and
expenses incurred in connection with any transfer of servicing hereunder (as a
result of termination for cause under Subsection 14.01 or resignation of the
Servicer), including, without limitation, the costs and expenses of the Trustee or
any other Person in appointing a successor servicer, or of the Trustee in
assuming the responsibilities of the Servicer hereunder, or of transferring the
Servicing Files and the other necessary data, including the completion, correction
or manipulation of such servicing data as may be required to correct any errors
or insufficiencies in the servicing data, to the successor servicer shall be paid by
the terminated or resigning Servicer from its own funds without reimbursement.
Notwithstanding any of the foregoing, all reasonable costs and expenses
incurred in connection with any transfer of servicing pursuant to Subsection
15.02 shall be paid by the Trust Fund.
MNNYIMANAGE 65169v2
21. Section 24 (Successors and Assigns; Assignment of Purchase Agreement) is hereby
amended by replacing the words "the consent of the Purchaser" at the end of the second
sentence with "the prior written consent of Greenwich Capital Acceptance, Inc., the
Trustee and each Rating Agency."
22. A new Section 35 (Amendment) is hereby added to the Servicing Agreement to read as
follows:
SECTION 35. Amendment. This Agreement may be amended only by written
agreement signed by the Servicer, Greenwich Capital Acceptance, Inc. and the Trustee.
The party requesting such amendment shall, at its own expense, provide the Greenwich
Capital Acceptance, Inc. and the Trustee with an Opinion of Counsel that (i) such
amendment is permitted under the terms of this Agreement, (ii) the Servicer has complied
with all applicable requirements of this Agreement, and (iii) such Amendment will not
materially adversely affect the interest of the Certificateholders in the Serviced Mortgage
Loans.
23. A new Section 36 (Intended Third Party Beneficiaries) is hereby added to the Servicing
Agreement to read as follows:
SECTION 36. Intended Third Party Beneficiaries. Notwithstanding any provision herein
to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of
the intent of such parties as set forth herein, that the Trustee receive the benefit of the
provisions of this Agreement as an intended third party beneficiary of this Agreement to
the extent of such provisions. The Servicer shall have the same obligations to the
Trustee as if the Trustee were a party to this Agreement, and the Trustee shall have the
same rights and remedies to enforce the provisions of this Agreement as if it were a party
to this Agreement. Notwithstanding the foregoing, all rights and obligations of the
Trustee hereunder (other than the right to indemnification and the indemnification
obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to
the Pooling and Servicing Agreement.
24. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended
as follows:
(i) by adding the following proviso at the end of the first paragraph to read as
follows:
provided, however, that the Servicer shall not knowingly or intentionally take any action,
or fail to take (or fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC Provisions, if
taken or not taken, as the case may be, would cause any REMIC created under the
Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition
of a tax upon the Trust (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of
Counsel (but not at the expense of the Servicer) to the effect that the contemplated action
will not cause any REMIC created under the Pooling and Servicing Agreement to fail to
qualify as a REMIC or result in the imposition of a tax upon any such REMIC created
thereunder.
(ii) by adding the following additional proviso at the end of the first sentence
of the second paragraph to read as follows:
MNNY1MANAGE 65169v2
; provided, further, no such modification shall be permitted unless the Servicer shall have
provided to the Trustee an Opinion of Counsel in writing to the effect that such
modification, waiver or amendment would not cause an Adverse REMIC Event (as
defined in the Pooling and Servicing Agreement). The costs of obtaining such Opinion of
Counsel shall be a reimbursable expense to the Servicer to be withdrawn from the
Custodial Account pursuant to Section 11.05. Promptly after the execution of any
modification of any Mortgage Loan, the Servicer shall deliver to the Trustee the originals
of any documents evidencing such modification.
25. Section 11.04 of the Servicing Addendum (Establishment of Custodial Accounts;
Deposits in Custodial Accounts) is hereby amended as follows:
(i) by adding the words ", entitled 'in trust for the Trustee of the HarborView 2005-
10 Trust Fund'" at the end of the first sentence of the first paragraph.
(ii) by adding a new paragraph at the end of the section to read as follows:
"Funds in the Custodial Account shall, if invested, be invested in Permitted Investments;
provided, however, that the Servicer shall be under no obligation or duty to invest (or
otherwise pay interest on) amounts held in the Custodial Account. All Permitted
Investments shall mature or be subject to redemption or withdrawal no later than one
Business Day prior to the next succeeding Remittance Date (except that if such
Permitted Investment is an obligation of the Servicer, then such Permitted Investment
shall mature not later than such applicable Remittance Date). Any and all investment
earnings from any such Permitted Investment shall be for the benefit of the Servicer and
shall be subject to its withdrawal or order from time to time, and shall not be part of the
Trust Fund. The risk of loss of moneys required to be remitted to the Trustee resulting
from such investments shall be borne by and be the risk of the Servicer. The Servicer
shall deposit the amount of any such loss in the Custodial Account immediately as
realized, but in no event later than the related Remittance Date."
26. Section 11.05 of the Servicing Addendum (Permitted Withdrawals From the Custodial
Account) is hereby amended by adding a new subclause (ix) to read as follows:
(ix) to reimburse itself for unreimbursed Servicing Advances to the extent that such
amounts are nonrecoverable by the Servicer pursuant to subclause (iii) above;
27. Section 11.06 of the Servicing Addendum (Establishment of Escrow Accounts; Deposits
in Escrow Accounts) is hereby amended by adding the words ", entitled "in trust for the
Trustee of the HarborView 2005-10 Trust Fund" at the end of the first sentence of the
first paragraph.
28. Section 11.17 of the Servicing Addendum (Distributions) is hereby amended by (a)
deleting the words "the second Business Day following" in the first sentence of the
second paragraph and (b) replacing the words "day following such second Business Day"
in the second sentence of the second paragraph with "Business Day on which such
payment was due."
29. Section 11.18 of the Servicing Addendum (Statements to the Purchaser) is hereby
amended by deleting the first sentence in its entirety and replacing it with the following:
MNNYIMANAGE 65169v2
Not later than the tenth calendar day of each month (or if such calendar day is
not a Business Day, the immediately succeeding Business Day), the Servicer shall
furnish to the Trustee the information shown in Exhibit 11. including but not limited to (i) a
monthly remittance advice in written or electronic format (or in such other format mutually
agreed to between the Servicer and the Trustee) relating to the period ending on the last
day of the preceding calendar month in such form mutually agreed to in writing between
the Servicer and the Trustee and (ii) all such information required pursuant to clause (i)
above on a magnetic tape or other similar media reasonably acceptable to the Trustee.
In addition, no later than the close of business New York time on the fifth Business Day
prior to such Distribution Date, the Servicer shall deliver or cause to be delivered to the
Trustee in addition to the information provided in Exhibit 11. such other loan-level
information reasonably available to it with respect to the Mortgage Loans as the Trustee
may reasonably require to perform the calculations necessary to make the distributions
contemplated by Section 5.01 of the Pooling and Servicing Agreement.
30. Section 11.25 of the Servicing Addendum (Statement as to Compliance) is hereby
amended as follows:
(i) by replacing in its entirety subparagraph (a) with the following:
(a) The Seller will deliver to the Trustee and the Sarbanes Certifying
Party on or before March 15, 2006 and each year thereafter, an Officer's
Certificate (the "Annual Statement of Compliance") stating that (i) a
review of the activities of the Seller during the preceding calendar year
and of performance under this Agreement has been made under such
officer's supervision and (ii) to the best of such officers' knowledge, based
on such review, the Seller has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof.
(ii) by replacing the words "March 15, 2004, and March 1" with the words
"March 15, 2006, and March 15" in subparagraph (b);
31. Section 11.26 of the Servicing Addendum (Independent Public Accountants' Servicing
Report) is hereby amended in its entirety by the following:
On or before March 15, 2006 and each year thereafter, the Servicer at its expense
shall cause a firm of independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement (the "Annual Independent
Public Accountant's Servicing Report ") to the Trustee to the effect that such firm has
examined certain documents and records relating to the servicing of mortgage loans by
the Seller generally that include a sampling of the Mortgage Loans, the provisions of
Article II and Article IV have been complied with and, on the basis of such an
examination conducted substantially in accordance with the Uniform Single Attestation
Program for Mortgage Bankers, such servicing has been conducted in compliance with
this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial,
and (ii) such other exceptions as shall be set forth in such statement.
MNNY1MANAGE 65169v2
32. Exhibit 13 of the Servicing Agreement is hereby amended in its entirety as follows:
EXHIBIT 13
FORM OF BACK-UP CERTIFICATION
I, [identify the certifying individual], certify to the Sarbanes Certifying Party, and
its respective officers, directors, agents and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:
1. Based on my knowledge, the information in the Annual Statement of
Compliance, the Annual Independent Public Accountant's Servicing Report and all servicing
reports, officer's certificates and other information relating to the servicing of the Mortgage
Loans conducted by the Servicer taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of the last day of
the period covered by such statements or reports;
2. Based on my knowledge, the servicing information required to be
provided to the Trustee by the Servicer under the Servicing Agreement has been provided to the
Trustee by the Servicer;
3. I am responsible for reviewing the activities performed by the Servicer
under the Servicing Agreement and based upon my knowledge and the annual compliance
review required by the Servicing Agreement, and except as disclosed in the Annual Statement of
Compliance or the Annual Independent Public Accountant's Servicing Report submitted to the
Trustee, the Servicer has, as of the last day of the period covered by the Annual Statement of
Compliance fulfilled its obligations under the Servicing Agreement; and
MNNYIMANAGE 65169v2
4. The Annual Statement of Compliance discloses all significant deficiencies
relating to the Servicer's compliance with the minimum servicing standards based upon the
Annual Independent Public Accountant's Servicing Report provided as a result of a review
conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in the Servicing Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Master Mortgage Loan Purchase and Servicing Agreement (the "MLPSA") dated as of
April 1, 2003 between Countrywide Home Loans, Inc. and Greenwich Capital Financial
Products, Inc., as amended and as reconstituted pursuant to a Reconstituted Servicing Agreement
dated as of August 1, 2005 among Greenwich Capital Financial Products, Inc., Countrywide
Home Loans, Inc. and Countrywide Servicing LP (together with the MLPSA, the "Servicing
Agreement").
By: _
Name:
Title:
Date:
MNNYIMANAGE 65169v2
EXHIBIT TWO
List of Mortgage Loans
On File with McKee Nelson
MNNYIMANAGE 65169v2
EXHIBIT THREE
Servicing Agreement
On File with McKee Nelson
MNNYIMANAGE 65169v2
EXHIBIT FOUR
Additional Representations and Warranties
Countrywide Servicing, as Servicer, represents, warrants and covenants to GCFP, GCA
and the Trustee as of the Reconstitution Date that:
(i) The Servicer is a limited partnership, duly organized, validly existing and in good
standing under the laws of the State of Texas and is duly authorized and qualified
to transact any and all business contemplated by this Agreement to be conducted
by the Servicer in any state in which a Mortgaged Property related to a Mortgage
Loan is located or is otherwise not required under applicable law to effect such
qualification and no demand for such qualification has been made upon the
Servicer by any state having jurisdiction 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 serviced and to service the Mortgage
Loans in accordance with the terms of this Agreement;
(ii) The Servicer has the full power and authority to service each Mortgage Loan
which the Servicer is required to service hereunder, and to execute, deliver and
perform, and to enter into and consummate the transactions contemplated by this
Agreement and has duly authorized by all necessary action on the part of the
Servicer the execution, delivery and performance of this Agreement; and this
Agreement, assuming the due authorization, execution and delivery thereof by the
other parties thereto, constitutes a legal, valid and binding obligation of the
Servicer, enforceable against the Servicer in accordance with its terms, except to
the extent that (a) the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, 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 Servicer, the servicing of the
Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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
Servicer and will not (A) result in a breach of any term, condition or provision of
the organizational documents of the 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 Servicer is a party or by
which it may be bound, or any statute, order or regulation applicable to the
Servicer of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Servicer; and the Servicer is not 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
MNNYIM AN AGE 65169v2
jurisdiction over it, which materially and adversely affects or, to the Servicer's
knowledge, would in the future materially and adversely affect, (x) the ability of
the Servicer to perform its obligations under this Agreement or (y) the business,
operations, financial condition, properties or assets of the Servicer taken as a
whole;
(iv) The Servicer is an approved seller/servicer for Fannie Mae and an approved
servicer for Freddie Mac in good standing and is a HUD-approved non-supervised
mortgagee pursuant to Section 203 and Section 211 of the National Housing Act,
and no event has occurred, including but not limited to a change in insurance
coverage, that would make the Servicer unable to comply with HUD, Fannie Mae
or Freddie Mac eligibility requirements or which would require notification to any
of HUD, Fannie Mae or Freddie Mac;
(v) No action, suit, proceeding, investigation or litigation is pending or, to the best
knowledge of the Servicer, threatened against the Servicer that would materially
and adversely affect the execution, delivery or enforceability of this Agreement or
the ability of the Servicer to service the Mortgage Loans or to perform any of its
other obligations hereunder in accordance with the terms hereof; and
(vi) No consent, approval, authorization or order of any court or governmental agency
or body is required for the execution, delivery and performance by the Servicer
of, or compliance by the Servicer with, this Agreement or the consummation by
the Servicer of the transactions contemplated by this Agreement, except for such
consents, approvals, authorizations or orders, if any, that have been obtained prior
to the date of this Agreement.
(vii) The Servicer does not believe, nor does it have any reason or cause to believe,
that it cannot perform each and every covenant contained in this Agreement;
(viii) No written statement, report or other document prepared and furnished or to be
prepared and furnished by the Servicer pursuant to this Agreement or in
connection with the transactions contemplated hereby contains any untrue
statement of material fact or omits to state a material fact necessary to make the
statements contained therein not misleading; and
(ix) The Servicer 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 MERS Mortgage Loans for as long as such Mortgage Loans are
registered with MERS.
MNNYIMANAGE 65169v2

EXHIBIT B
INDEX NO. 652388/2011
Execution Copy
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2005
Adjustable-Rate Mortgage Loans
HarborView Mortgage Loan Trust 2005-10
Mortgage Loan Pass-Through Certificates, Series 2005-10
MNNYIMANAGE 65249v3
Table of Contents
Page
ARTICLE I DEFINITIONS AND SCHEDULES 1
Section 1.01. Definitions 1
ARTICLE II SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE 2
Section 2.01. Sale of Mortgage Loans; Assignment of the Servicing
Agreements 2
Section 2.02. Obligations of the Seller Upon Sale and Assignment 2
Section 2.03. Payment of Purchase Price for the Mortgage Loans 3
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH 3
Section 3.02. Seller's Representations and Warranties 3
Section 3.03. Remedies for Breach of Representations and Warranties 5
ARTICLE IV SELLER'S COVENANTS 5
Section 4.01. Covenants of the Seller 5
ARTICLE V [RESERVED] 5
ARTICLE VI TERMINATION 6
Section 6.01. Termination 6
ARTICLE VII MISCELLANEOUS PROVISIONS 6
Section 7.01. Amendment 6
Section 7.02. Governing Law 6
Section 7.03. Notices 6
Section 7.04. Severability of Provisions 6
Section 7.05. Counterparts 7
Section 7.06. Further Agreements 7
Section 7.07. Intention of the Parties 7
Section 7.08. Successors and Assigns: Assignment of Purchase
Agreement 7
Section 7.09. Survival 8
MNNYIMANAGE 65249v3
Schedule I: Mortgage Loan Schedule
Schedule II: List of Servicing Agreements
n
MNNYIMANAGE 65249v3
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of August 1,
2005 (the "Agreement"), is made and entered into between Greenwich Capital Financial
Products, Inc. (the "Seller") and Greenwich Capital Acceptance, Inc. (the "Purchaser").
WITNESSETH
WHEREAS, the Seller is the owner of the notes or other evidence of indebtedness
(the "Mortgage Notes") so indicated on Schedule I hereto referred to below, and the other
documents or instruments constituting the Mortgage File (collectively, the "Mortgage Loans");
and
WHEREAS, the Seller is a party to the servicing agreements identified on
Schedule II (the "Servicing Agreement"), and certain of the Mortgage Loans are currently being
serviced thereunder by the servicers identified therein; and
WHEREAS, the Seller is a party to the letter agreement dated August 31, 2005
between Countrywide Home Loans, Inc. and the Seller (the "Letter Agreement"); and
WHEREAS, the Seller, as of the date hereof, owns the mortgages or deeds of trust
(the "Mortgages") on the properties (the "Mortgaged Properties") securing such Mortgage
Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure
or otherwise and (b) the proceeds of any insurance policies covering the Mortgage Loans or the
Mortgaged Properties or the obligors on the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans,
including the Mortgages, and assign the Seller's rights under the Servicing Agreement to the
Purchaser pursuant to the terms of this Agreement; and
WHEREAS, pursuant to the terms of that certain Pooling and Servicing
Agreement dated as of August 1, 2005 (the "Pooling and Servicing Agreement"), among the
Purchaser, as depositor, the Seller, as seller, and U.S. Bank National Association, as trustee (in
such capacity, the "Trustee"), the Purchaser will convey the Mortgage Loans to the Trustee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND SCHEDULES
Section 1.01. Definitions.
"Servicing Fee": With respect to the Servicer and each Mortgage Loan serviced
by the Servicer and for any calendar month, the fee payable to the Servicer determined pursuant
to the related Servicing Agreement.
1
MKNYIMANAGE 65249v3
Any capitalized term used but not defined herein and below shall have the meaning
assigned thereto in the Pooling and Servicing Agreement or the Prospectus Supplement dated
August 26, 2005 (the "Prospectus Supplement"), as applicable.
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01. Sale of Mortgage Loans; Assignment of the Servicing Agreement. The
Seller, concurrently with the execution and delivery of this Agreement, does hereby sell,
assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title
and interest in, to and under (i) each Mortgage Loan, including the related Cut-Off Date
Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect
of interest and principal due after the Cut-Off Date (and all principal received before the Cut-
Off Date to the extent such principal relates to a Monthly Payment due after the Cut-Off
Date); (ii) property which secured such Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect
of the Mortgage Loans and (iv) all proceeds of any of the foregoing.
Concurrently with the execution and delivery of this Agreement, the Seller hereby
assigns to the Purchaser all of its rights and interest (but none of its obligations) under the
Servicing Agreement and the Letter Agreement to the extent relating to the Mortgage Loans.
The Purchaser hereby accepts such assignment, and shall be entitled to exercise all such rights of
the Seller under the Servicing Agreement and the Letter Agreement as if the Purchaser had been
a party to the agreement.
Section 2.02. Obligations of the Seller Upon Sale and Assignment. In connection
with the transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense,
on or prior to the Closing Date, (a) to indicate in its books and records that the Mortgage
Loans have been sold to the Purchaser pursuant to this Agreement and (b) to deliver to the
Purchaser and the Trustee a computer file containing a true and complete list of all such
Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-Off Date, (i) its
account number and (ii) the Cut-Off Date Principal Balance and such file, which forms a part
of Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to
this Agreement and is hereby incorporated into and made a part of this Agreement.
In connection with such conveyance by the Seller, the Seller shall on behalf of the
Purchaser deliver to, and deposit with the Trustee (or a custodian as its designated agent), as
assignee of the Purchaser, on or before the Closing Date, the documents described in Section
2.01 of the Pooling and Servicing Agreement including, but not limited to, the Servicing
Agreement.
The Seller hereby confirms to the Purchaser and the Trustee that it has made the
appropriate entries in its general accounting records, to indicate that the Mortgage Loans have
MNNYIMANAGE 65249v3
been transferred to the Trustee, or a custodian appointed pursuant to the Pooling and Servicing
Agreement to act on behalf of the Trustee, and that the Mortgage Loans constitute part of the
Trust in accordance with the terms of the Pooling and Servicing Agreement.
The Purchaser hereby acknowledges its acceptance of all right, title and interest
in, to and under the Mortgage Loans and other property, and its rights under the Servicing
Agreement and the Letter Agreement, now existing or hereafter created, conveyed to it pursuant
to Section 2.01 hereof.
The parties hereto intend that the transaction set forth herein be a non-recourse
sale by the Seller to the Purchaser of all of the Seller's right, title and interest in, to and under the
Mortgage Loans and other property described in Section 2.01. Nonetheless, in the event the
transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a
security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans
and other property described in Section 2.01, whether now existing or hereafter created, to secure
all of the Seller's obligations hereunder; and this Agreement shall constitute a security agreement
under applicable law. The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed
to create a security interest in the Mortgage Loans, such security interest would be deemed to be
a perfected security interest of first priority under applicable law and will be maintained as such
throughout the term of the Pooling and Servicing Agreement.
Section 2.03. Payment of Purchase Price for the Mortgage Loans. In consideration of
the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the
Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available
funds, an amount equal to $2,338,893,013.63 (which amount includes accrued interest) (the
"Purchase Price"). The Seller shall pay, and be billed directly for, all reasonable expenses
incurred by the Purchaser in connection with the issuance of the Certificates, including,
without limitation, printing fees incurred in connection with the Prospectus Supplement and
the Private Placement Memorandum relating to the Certificates, fees and expenses of
Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's
fees and expenses and other out-of-pocket costs, if any.
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01. Reserved.
Section 3.02. Seller's Representations and Warranties. The Seller represents,
warrants and covenants to the Purchaser as of the Closing Date or as of such other date
specifically provided herein:
(i) the Seller is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Delaware and is and will remain in compliance with
MNNYIMANAGE 65249v3
the laws of each state in which any Mortgaged Property is located to the extent necessary to
fulfill its obligations hereunder;
(ii) the Seller has the power and authority to hold each Mortgage Loan, to sell
each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all
transactions contemplated by this Agreement. The Seller has duly authorized the execution,
delivery and performance of this Agreement, has duly executed and delivered this Agreement
and this Agreement, and assuming due authorization, execution and delivery by the Purchaser,
constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance
with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or
reorganization or other similar laws in relation to the rights of creditors generally;
(iii) the execution and delivery of this Agreement by the Seller and the
performance of and compliance with the terms of this Agreement will not violate the Seller's
articles of incorporation or by-laws or constitute a default under or result in a material breach or
acceleration of, any material contract, agreement or other instrument to which the Seller is a
party or which may be applicable to the Seller or its assets;
(iv) the Seller is not in violation of, and the execution and delivery of this
Agreement by the Seller and its performance and compliance with the terms of this Agreement
will not constitute a violation with respect to, any order or decree of any court or any order or
regulation of any federal, state, municipal or governmental agency having jurisdiction over the
Seller or its assets, which violation might have consequences that would materially and adversely
affect the condition (financial or otherwise) or the operation of the Seller or its assets or might
have consequences that would materially and adversely affect the performance of its obligations
and duties hereunder;
(v) the Seller does not believe, nor does it have any reason or cause to believe,
that it cannot perform each and every covenant contained in this Agreement;
(vi) the Seller has good, marketable and indefeasible title to the Mortgage
Loans, free and clear of any and all liens, pledges, charges or security interests of any nature
encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser,
the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans,
free and clear of all liens or encumbrances;
(vii) the Mortgage Loans are not being transferred by the Seller with any intent
to hinder, delay or defraud any creditors of the Seller;
(viii) there are no actions or proceedings against, or investigations known to it
of, the Seller before any court, administrative or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement or (C) that might prohibit or
materially and adversely affect the performance by the Seller of its obligations under, or validity
or enforceability of, this Agreement;
MNNYIMANAGE 65249v3
(ix) no consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by the Seller of, or
compliance by the Seller 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; and
(x) the consummation of the transactions contemplated by this Agreement are
in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of
the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject
to the bulk transfer or any similar statutory provisions.
Section 3.03. Remedies for Breach of Representations and Warranties. It is
understood and agreed that (i) the representations and warranties set forth in Section 3.02 shall
survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the
Purchaser and the Trustee, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or Assignment or the examination or lack of examination of any Mortgage
File and (ii) the remedies for the breach of such representations and warranties and for the
failure to deliver the documents referred to in Section 2.02 hereof shall be as set forth in
Section 2.03 of the Pooling and Servicing Agreement.
ARTICLE IV
SELLER'S COVENANTS
Section 4.01. Covenants of the Seller. The Seller hereby covenants that, except for
the transfer hereunder, it will not sell, pledge, assign or transfer to any other Person, or grant,
create, incur, assume or suffer to exist any Lien on any Mortgage Loan, or any interest
therein; it will notify the Trustee, as assignee of the Purchaser, of the existence of any Lien on
any Mortgage Loan immediately upon discovery thereof; and it will defend the right, title and
interest of the Trust, as assignee of the Purchaser, in, to and under the Mortgage Loans,
against all claims of third parties claiming through or under the Seller; provided, however,
that nothing in this Section 4.01 shall prevent or be deemed to prohibit the Seller from
suffering to exist upon any of the Mortgage Loans any Liens for municipal or other local taxes
and other governmental charges if such taxes or governmental charges shall not at the time be
due and payable or if the Seller shall currently be contesting the validity thereof in good faith
by appropriate proceedings and shall have set aside on its books adequate reserves with
respect thereto.
ARTICLE V
[Reserved]
MNNYIMANAGE 65249v3
ARTICLE VI
TERMINATION
Section 6.01. Termination. The respective obligations and responsibilities of the
Seller and the Purchaser created hereby shall terminate, except for the Seller's indemnity
obligations as provided herein, upon the termination of the Trust as provided in Article X of
the Pooling and Servicing Agreement.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment. This Agreement may be amended from time to time by
the Seller and the Purchaser by written agreement signed by the parties hereto.
Section 7.02. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without reference to its conflict of law
provisions (other than Section 5-1401 of the General Obligations Law), and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 7.03. Notices. All demands, notices and communications hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, addressed as follows:
if to the Seller:
600 Steamboat Road
Attention: Legal Department
or such other address as may hereafter be furnished to the Purchaser in writing by the Seller,
if to the Purchaser:
Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Attention: Legal Department
or such other address as may hereafter be furnished to Greenwich Capital Financial Products,
Inc. in writing by the Purchaser.
Section 7.04. Severability of Provisions. If any one or more of the covenants,
agreements, provisions of terms of this Agreement shall be held invalid for any reason
whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable
6
MNNYIMANAGE 65249v3
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity of enforceability of the other provisions of this Agreement.
Section 7.05. Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, which may be
transmitted by telecopier each of which, when so executed, shall be deemed to be an original
and such counterparts, together, shall constitute one and the same agreement.
Section 7.06. Further Agreements. The parties hereto each agree to execute and
deliver to the other such additional documents, instruments or agreements as may be
necessary or reasonable and appropriate to effectuate the purposes of this Agreement or in
connection with the issuance of the Certificates representing interests in the Trust Fund,
including the Mortgage Loans.
Without limiting the generality of the foregoing, as a further inducement for the
Purchaser to purchase the Mortgage Loans from the Seller, the Seller will cooperate with the
Purchaser in connection with the sale of the Certificates. In that connection, the Seller will
provide to the Purchaser any and all information and appropriate verification of information,
whether through letters of its auditors and counsel or otherwise, as the Purchaser shall reasonably
request and will provide to the Purchaser such additional representations and warranties,
covenants, opinions of counsel, letters from auditors, and certificates of public officials or
officers of the Seller as are reasonably required in connection with the offering of the
Certificates.
Section 7.07. Intention of the Parties. It is the intention of the parties that the
Purchaser is purchasing, and the Seller is selling, the Mortgage Loans rather than pledging
such Mortgage Loans to secure a loan by the Purchaser to the Seller. Accordingly, the parties
hereto each intend to treat the transaction as a sale by the Seller, and a purchase by the
Purchaser, of the Mortgage Loans. The Purchaser will have the right to review the Mortgage
Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans
which will affect the Federal income tax consequences of owning the Mortgage Loans and the
Seller will cooperate with all reasonable requests made by the Purchaser in the course of such
review.
Section 7.08. Successors and Assigns: Assignment of Purchase Agreement. This
Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser and the Trustee. The obligations of the Seller under this Agreement cannot be
assigned or delegated to a third party without the consent of the Purchaser which consent shall
be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that
the Seller may assign its obligations hereunder to any Person into which the Seller is merged
or any corporation resulting from any merger, conversion or consolidation to which the Seller
is a party or any Person succeeding to the business of the Seller. The parties hereto
acknowledge that the Purchaser is acquiring the Mortgage Loans and the rights of the Seller
under the Servicing Agreement for the purpose of contributing them to a trust that will issue
the Certificates representing undivided interests in such Mortgage Loans. As an inducement
to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the
MNNYIMANAGE 65249v3
assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller
pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the
Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant
to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall
have the same force and effect as if the right or remedy had been enforced or exercised by the
Purchaser directly.
Section 7.09. Survival. The representations and warranties set forth in Section 3.02
hereof shall survive the purchase of the Mortgage Loans hereunder.
MNNYIMANAGE 65249v3
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed to this Mortgage Loan Purchase Agreement by their respective officers thereunto
duly authorized as of the day and year first above written.
as Purchaser
By:
Namfc ^
m e s
JVRaez
Tl t l e :
Managing Directo
as Seller
By:
Na me :
^-Jafnes T.'fiaezei
Tl t l e :
Managing Director
STATE OF U
COUNTY OF AoJJdi^
On the JHJ day of August 2005 before me, a Notary Public in and for said State,
personally appeared Qjd/WLh 2jCtis>yLA known to me to be affi
I GREENWICH CAPITAL ACCEPTANCE, INC., the corporation thatt&e&fed the within
instrument, and also known to me to be the person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
LVnt M /JL
Notary Public
My Commission Expires on
K im b e r ty J . D o nne lly
N o t a r y P u b lic
M y C o m m i s s i o n E x p ire s o n 6 / 3 0 / 0 9
STATE OF
COUNTY l L
On the Q, Qniay of August 2005 before me, a Notary Public in and for said State,
personally appeared Qa/VrtlA J&bW/i , known to me to be h
GREENWICH CAP#AL FINANCIAL PRODUCTS, INC., the company that executed the
within instrument, and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary Publi
My Commission Expires on Cff/So/ 0 1
K i m b e r l y J , D o nne lly
N o t a r y P u b lic
M y C o m m i s s i o n E x p ire s o n 6 / 3 0 / 0 9
SCHEDULE I
MORTGAGE LOAN SCHEDULE
[See Schedule I to Pooling and Servicing Agreement]
1-1
MNNYIMANAGE 65249v3
SCHEDULE II
LIST OF SERVICING AGREEMENTS
Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2003,
as amended by the amendment dated November 1, 2004, between GCFP, as owner
and Countrywide Home Loans, Inc. ("Countrywide"), as servicer, as reconstituted
pursuant to a Reconstituted Servicing Agreement, dated as of August 1, 2005,
between GCFP and Countrywide, and acknowledged by U.S. Bank National
Association as trustee.
MNNYIMANAGE 65249v3

EXHIBIT C
INDEX NO. 652388/2011
EX-4.1 3 m491poolingagtharborview2005.htm POOLING AGREEMENT
EXECUTION COPY

Depositor

Seller

AND

U.S. BANK NATIONAL ASSOCIATION,
Trustee

POOLING AGREEMENT
Dated as of August 1, 2005
__________________________________
HARBORVIEW MORTGAGE LOAN TRUST 2005-10
Mortgage Loan Pass-Through Certificates, Series 2005-10
Table of Contents
Page
ARTICLE I DEFINITIONS; DECLARATION OF TRUST 9
SECTION 1.01. Defined Terms. 9
SECTION 1.02. Accounting. 57
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF CERTIFICATES 58
SECTION 2.01. Conveyance of Mortgage Loans. 58
SECTION 2.02. Acceptance by Trustee. 64
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the
Originator and the Seller. 66
SECTION 2.04. Representations and Warranties of the Seller with
Respect to the Mortgage Loans. 70
SECTION 2.05. [Reserved]. 71
SECTION 2.06. Representations and Warranties of the Depositor. 71
SECTION 2.07. Issuance of Certificates. 72
SECTION 2.08. Representations and Warranties of the Seller. 72
SECTION 2.09. Covenants of the Seller. 74
ARTICLE III ADMINISTRATION OF THE MORTGAGE LOANS 75
SECTION 3.01. Servicing of the Mortgage Loans. 75
SECTION 3.02. REMIC-Related Covenants. 75
SECTION 3.03. Release of Mortgage Files. 75
SECTION 3.04. REO Property. 76
Page 1 of 108 Pooling Agreement
8/29/2011 file://C:\Documents and Settings\pammckenna\Desktop\dump\HVMLT 2005-10 Pooling ...
SECTION 3.05. Reports Filed with Securities and Exchange Commission. 76
SECTION 3.06. [Reserved]. 78
SECTION 3.07. Indemnification by the Trustee. 78
ARTICLE IV ACCOUNTS 78
SECTION 4.01. Servicing Accounts 78
SECTION 4.02. Distribution Account. 80
SECTION 4.03. Permitted Withdrawals and Transfers from the Distribution Account. 81
SECTION 4.04. Yield Maintenance Account. 82
SECTION 4.05. Certificate Insurance Policy. 84
SECTION 4.06. Prefunding Account. 85
ARTICLE V FLOW OF FUNDS 87
SECTION 5.01. Distributions. 87
SECTION 5.02. Allocation of Net Deferred Interest. 93
SECTION 5.03. Allocation of Realized Losses. 93
SECTION 5.04. Statements. 94
SECTION 5.05. Remittance Reports; Advances. 97
SECTION 5.06. [Reserved] 98
SECTION 5.07. Basis Risk Reserve Fund. 98
SECTION 5.08. Recoveries. 100
ARTICLE VI THE CERTIFICATES 100
SECTION 6.01. The Certificates. 100
SECTION 6.02. Registration of Transfer and Exchange of Certificates. 101
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates. 109
SECTION 6.04. Persons Deemed Owners. 110
ARTICLE VII DEFAULT 110
SECTION 7.01. Event of Default. 110
SECTION 7.02. Trustee to Act. 110
SECTION 7.03. Waiver of Event of Default. 112
SECTION 7.04. Notification to Certificateholders. 112
ARTICLE VIII THE TRUSTEE 112
SECTION 8.01. Duties of the Trustee 112
SECTION 8.02. Certain Matters Affecting the Trustee 114
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans. 115
SECTION 8.04. Trustee and Custodian May Own Certificates. 116
SECTION 8.05. Trustees Fees and Expenses. 116
SECTION 8.06. Eligibility Requirements for Trustee 116
SECTION 8.07. Resignation or Removal of Trustee 117
SECTION 8.08. Successor Trustee 117
SECTION 8.09. Merger or Consolidation of Trustee 118
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee. 118
SECTION 8.11. Limitation of Liability. 119
SECTION 8.12. Trustee May Enforce Claims Without Possession of Certificates. 119
SECTION 8.13. Suits for Enforcement. 120
SECTION 8.14. Waiver of Bond Requirement. 120
SECTION 8.15. Waiver of Inventory, Accounting and Appraisal Requirement. 120
SECTION 8.16. Appointment of Custodians. 120
SECTION 8.17. Indemnification 121
ARTICLE IX REMIC ADMINISTRATION 121
SECTION 9.01. REMIC Administration. 121
SECTION 9.02. Prohibited Transactions and Activities. 123
ARTICLE X TERMINATION 124
SECTION 10.01. Termination. 124
SECTION 10.02. Additional Termination Requirements. 126
ARTICLE XI [RESERVED] 126
ARTICLE XII MISCELLANEOUS PROVISIONS 126
SECTION 12.01. Amendment. 126
SECTION 12.02. Recordation of Agreement; Counterparts. 128
SECTION 12.03. Limitation on Rights of Certificateholders. 128
SECTION 12.04. Governing Law; Jurisdiction. 129
SECTION 12.05. Notices. 129
SECTION 12.06. Severability of Provisions. 130
SECTION 12.07. Article and Section References. 130
SECTION 12.08. Notice to the Rating Agency. 130
SECTION 12.09. Further Assurances. 131
SECTION 12.10. Benefits of Agreement. 131
SECTION 12.11. Acts of Certificateholders. 131
SECTION 12.12. Successors and Assigns. 132
SECTION 12.13. Provision of Information. 132

EXHIBITS AND SCHEDULES:
Exhibit A-1 Form of Class A Certificate A-1
Exhibit A-2 Form of Class X Certificate A-2
Exhibit A-3 Form of Class PO Certificate A-3
Exhibit B Form of Class A-R Certificate B-1
Exhibit C Form of Subordinate Certificate C-1
Exhibit D [Reserved] D-1
Exhibit E Form of Reverse of the Certificates E-1
Exhibit F Request for Release F-1
Exhibit G-1 Form of Receipt of Mortgage Note G-1-1
Exhibit G-2 Form of Interim Certification of Trustee G-2-1
Exhibit G-3 Form of Final Certification of Trustee G-3-1
Exhibit H Form of Lost Note Affidavit H-1
Exhibit I-1 Form of ERISA Representation [Class A-R] I-1-1
Exhibit I-2 Form of ERISA Representation For ERISA-Restricted Certificates I-2-1
Exhibit J-1 Form of Investment Letter Non-Rule 144A J-1-1
Exhibit J-2 Form of Rule 144A Investment Letter J-2-1
Exhibit K Form of Transferor Certificate K-1
Exhibit L Transfer Affidavit for Residual Certificate Pursuant to
Section 6.02(e) L-1
Exhibit M List of Servicing Agreements M-1

Exhibit N-1 Form of Transfer Certificate (Restricted Global Security to
Regulation S Security) N-1-1
Exhibit N-2 Form of Transfer Certificate (Regulation S Security to
Restricted Global Security) N-2-1
Exhibit O Certificate Insurance Policy O-1
Exhibit P Form of Trustee Certification P-1
Exhibit Q Form of Subsequent Transfer Agreement Q-1

Schedule I Mortgage Loan Schedule
Schedule II [Reserved]
Schedule III Yield Maintenance Payments
This Pooling Agreement is dated as of August 1, 2005 (the Agreement), among GREENWICH
CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the Depositor), GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, as seller (the Seller) and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).
PRELIMINARY STATEMENT:
Through this Agreement, the Depositor intends to cause the issuance and sale of the HarborView
Mortgage Loan Trust 2005-10 Mortgage Loan Pass-Through Certificates, Series 2005-10 (the Certificates)
representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the
Mortgage Loans (as defined below).
The Depositor intends to sell the Certificates to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The
Certificates will consist of twenty-two classes of certificates, designated as (i) the Class 1-A1A Certificates, (ii)
the Class 1-A1B Certificates, (iii) the Class 2-A1A Certificates, (iv) the Class 2-A1B Certificates, (v) the Class
2-A1C1 Certificates, (vi) the Class 2-A1C2 Certificates, (vii) the Class X Certificates, (viii) the Class PO
Certificates, (ix) the Class A-R Certificates, (x) the Class A-R-II Certificates, (xi) the Class B-1 Certificates,
(xii) the Class B-2 Certificates, (xiii) the Class B-3 Certificates, (xiv) the Class B-4 Certificates, (xv) the Class
B-5 Certificates, (xvi) the Class B-6 Certificates, (xvii) the Class B-7 Certificates, (xviii) the Class B-8
Certificates, (xix) the Class B-9 Certificates, (xx) the Class B-10 Certificates, (xxi) the Class B-11 Certificates
and (xxii) the Class B-12 Certificates.
As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the assets held in the
Prefunding Account, the Basis Risk Reserve Fund, and the Yield Maintenance Account and the Yield
Maintenance Agreements (collectively, the Excluded Trust Property) be treated for federal income tax
purposes as comprising three real estate mortgage investment conduits (each, a REMIC or, in the alternative,
the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC). Each Certificate, other
than the Class A-R and Class A-R-II Certificates, shall represent ownership of a regular interest in the Upper-
Tier REMIC, as described herein. In addition, (i) the LIBOR Certificates represent the right to receive payments
in respect of Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section 5.07 and (ii) the
Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates represent
the right to receive payments in respect of Basis Risk Shortfalls from the Yield Maintenance Account as
provided in Section 4.04. The owners of the Class X Certificates beneficially own the Basis Risk Reserve Fund
and the Yield Maintenance Account. The Class A-R-II Certificate represents ownership of the sole class of
residual interest in the Lower-Tier REMIC, and the Class A-R Certificates represent ownership of the sole class
of residual interest in the Middle-Tier and the Upper-Tier REMICs.
The Lower-Tier REMIC shall hold as assets all property of the Trust Fund, other than the Excluded Trust
Property and the interests in the Lower-Tier REMIC and the Middle-Tier REMIC formed hereby. The Middle-
Tier REMIC shall hold as assets the uncertificated Lower-Tier Interests, other than the Class LT-R Interest.
Each such Lower-Tier Interest is hereby designated as a REMIC regular interest. The Upper-Tier REMIC shall
hold as assets the uncertificated Middle-Tier Interests, other than the Class MT-R Interest. Each such Middle-
Tier Interest is hereby designated as a REMIC regular interest.
Lower-Tier REMIC Interests
The following table specifies the Class designation, interest rate, and initial principal amount for each
Lower-Tier REMIC Interest:
Designation
Interest
Rate Initial Principal Balance Related group
LT-Group 1 (1) $ 699,317,501.60 Group 1

(1)
LT-Group 1 SCA (1) $ 682,498.50 Group 1
LT-Group 2 (2) $ 1,598,440,000.52 Group 2
LT-Group 2 SCA (2) $ 1,559,999.50 Group 2
LT-R (3) (3) N/A
The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Lower-Tier
Interests is a per annum rate equal to the Group 1 Net WAC.
(2) The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Lower-Tier
Interests is a per annum rate equal to the Group 2 Net WAC.
(3) The LT-R Interest is the sole class of residual interests in the Lower-Tier REMIC. It does not have an interest rate or
a principal balance. Ownership of the LT-R Interest is represented by the Class A-R-II Certificate.
On each Distribution Date, Available Funds for Loan Group 1 and Loan Group 2 shall be allocated among the
Lower-Tier Interests in the following order of priority:

(i) First, concurrently to the LT-Group 1 SCA and LT-Group 2 SCA Interests as follows:

(a) to the LT-Group 1 SCA Interest until its principal balance equals one percent of the
Subordinate Component for Loan Group 1 for the immediately succeeding Distribution Date;

(b) to the LT-Group 2 SCA Interest until its principal balance equals one percent of the
Subordinate Component for Loan Group 2 for the immediately succeeding Distribution Date;

(c) to the LT-Group 1 SCA or the LT-Group 2 SCA Interest the amount necessary to cause the
ratio of the principal balance of the LT-Group 1 SCA Interest to the principal balance of the
LT-Group 2 SCA Interest to equal the ratio of the Subordinate Component for Loan Group 1
for the immediately succeeding Distribution Date to equal the Subordinate Component for
Loan Group 2 for the immediately succeeding Distribution Date;

(ii) Second, concurrently to the LT-Group 1 and the LT-Group 2 Interests until

(a) the principal balance of the LT-Group 1 Interest equals the excess of (I) the Pool Balance for
Loan Group 1 for the immediately succeeding Distribution Date, over (II) the principal
balance of the LT-Group 1 SCA Interest for such Distribution Date, after taking into account
distributions pursuant to priority (i) above for such Distribution Date, and

(b) the principal balance of the LT-Group 2 Interest equals the excess of (I) the Pool Balance for
Loan Group 2 as of for the immediately succeeding Distribution Date, over (II) the principal
balance of the LT-Group 2 SCA Interest for such Distribution Date, after taking into account
distributions pursuant to priority (i) above for such Distribution Date.

(iii) Third, to make interest distributions on the Lower-Tier Interests at the interest rates described above,
provided, however, that any Net Deferred Interest for Loan Group 1 or Loan Group 2 will be
allocated among and increase the principal balances of the Lower-Tier Interest in the same order and
priority in which principal is distributed pursuant to priorities (i) and (ii) above.

(iv) Finally, any remaining amounts to the LT-R Interest.

On any Distribution Date, after all distributions of Available Funds from Loan Group 1 and Loan Group
2 on such date, Realized Losses shall be allocated among the Lower-Tier Interests in the same order of priority
in which principal is distributed among such Lower-Tier Interests pursuant to priorities (i) and (ii) above.

Middle-Tier REMIC Interests

(1)
Designation
Interest
Rate Initial Principal Balance
Corresponding Class of
Certificates
MT1-A1A (1) $ 252,700,050.00 Class 1-A1A, Class A-R
MT1-A1B (1) $ 63,175,000.00 Class 1-A1B
MT1-Q (1) $ 303,240,098.00 N/A
MT1-Z (1) $ 6,317,501.00 N/A
MT1-Y (1) $ 6,317,501.00 N/A
MT2-A1A (2) $ 433,200,000.00 Class 2-A1A
MT2-A1B (2) $ 180,500,000.00 Class 2-A1B
MT2-A1C1 (2) $ 66,000,000.00 Class 2-A1C1
MT2-A1C2 (2) $ 42,300,000.00 Class 2-A1C2
MT2-Q (2) $ 693,120,050.00 N/A
MT2-Z (2) $ 14,440,000.00 N/A
MT2-Y (2) $ 14,440,000.00 N/A
MTB-1 (3) $ 20,125,000.00 Class B-1
MTB-2 (3) $ 15,525,000.00 Class B-2
MTB-3 (3) $ 9,775,000.00 Class B-3
MTB-4 (3) $ 8,625,000.00 Class B-4
MTB-5 (3) $ 8,050,000.00 Class B-5
MTB-6 (3) $ 6,900,000.00 Class B-6
MTB-7 (3) $ 6,325,000.00 Class B-7
MTB-8 (3) $ 5,175,000.00 Class B-8
MTB-9 (3) $ 4,025,000.00 Class B-9
MTB-10 (3) $ 9,200,000.00 Class B-10
MTB-11 (3) $ 10,350,000.00 Class B-11
MTB-12 (3) $ 8,049,900.06 Class B-12
MTB-Q (3) $ 107,639,904.06 N/A
MTB-Z (3) $ 2,242,498.00 N/A
MTB-Y (3) $ 2,242,498.00 N/A
MT-R (4) (4) Class A-R-II
The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Middle-Tier
Interests is a per annum rate equal to the weighted average of the interest rates on the LT-Group 1 and LT-Group 1
SCA Interests for such Distribution Date (the Group 1 Net WAC).
(2) The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Middle-Tier
Interests is a per annum rate equal to the weighted average of the interest rates on the LT-Group 2 and LT-Group 2
SCA Interests for such Distribution Date (the Group 2 Net WAC).
(3) The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Middle-Tier
Interests is a per annum rate equal to the weighted average of the interest rates on the LT-Group 1 SCA and LT-
Group 2 SCA Interests for such Distribution Date.
(4) The MT-R Interest is the sole class of residual interests in the Middle-Tier REMIC. It does not have an interest rate
or a principal balance. Ownership of the MT-R Interest is represented by the Class AR Certificates.
On each Distribution Date, Available Funds, which shall have been distributed in respect of the Lower-
Tier Interests in the Lower-Tier REMIC, shall be allocated among the Middle-Tier Interests in the following
order of priority:

(i) First, to the MT1-Z, MT2-Z, MTB-Z, MT1-Y, MT2-Y, and MTB-Y Interests in reduction of
their principal balances as follows
(a) Concurrently to the MT1-Z, MT2-Z, and MTB-Z Interests the amount, if any, required
to reduce (I) the principal balance of the MT1-Z Interest to the MT1-Z Target Balance
for such Distribution Date, (II) the principal balance of the MT2-Z Interest to the MT2-
Z Target Balance for such Distribution Date, and (III) the principal balance of the MTB-
Z Interest to the MTB-Z Target Balance for such Distribution Date;

(b) Concurrently to the MT1-Y, MT2-Y, and MTB-Y Interests the amount, if any, required
to reduce (I) the principal balance of the MT1-Y Interest to the MT1-Y Target Balance
for such Distribution Date, (II) the principal balance of the MT2-Y Interest to the MT2-
Y Target Balance for such Distribution Date, and (III) the principal balance of the
MTB-Y Interest to the MTB-Y Target Balance for such Distribution Date; and

(c) Concurrently to the MT1-Z, MT2-Z, MTB-Z, MT1-Y, MT2-Y, and MTB-Y Interests as
follows: (I) to the MT1-Z and MT1-Y Interests, in proportion to their principal
balances, after taking into account distributions pursuant to priorities (a) and (b) above,
until the sum of their principal balances equals 2% of the aggregate Class Certificate
Principal Balance of the Class A-R, Class 1-A1A, and Class 1-A1B Certificates
immediately after such Distribution Date, (II) to the MT2-Z and MT2-Y Interests, in
proportion to their principal balances, after taking into account distributions pursuant to
priorities (a) and (b) above, until the sum of their principal balances equals 2% of the
aggregate Class Certificate Principal Balance of the Class 2-A1A, Class 2-A1B, Class
2-A1C1, and Class 2-A1C2 Certificates immediately after such Distribution Date, and
(III) to the MTB-Z and MTB-Y Interests, in proportion to their principal balances, after
taking into account distributions pursuant to priorities (a) and (b) above, until the sum of
their principal balances equals 2% of the aggregate Class Certificate Principal Balance
of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7,
Class B-8, Class B-9, Class B-10, Class B-11, and Class B-12Certificates immediately
after such Distribution Date,

(ii) Second, concurrently to the MT1-A1A, MT1-A1B, MT2-A1A, MT2-A1B, MT2-A1C1, MT2-
A1C2, MT-B-1, MT-B-2, MT-B-3. MT-B-4, MT-B-5, MT-B-6, MT-B-7, MT-B-8, MT-B-9,
MT-B-10, MT-B-11, and MT-B-12 Interests until the principal balance of each such Middle-Tier
Interest equals 50% of the Class Certificate Principal Balance or Balances of the Corresponding
Class or Classes of Certificates for such Middle-Tier Interest immediately after such Distribution
Date;

(iii) Third, concurrently to the MT1-Q, MT2-Q, and MTB-Q Interests until (a) the principal
balance of the MT1-Q Interest equals the excess of (I) the aggregate Class Certificate Principal
Balance of the Class 1-A1A, and Class 1-A1B Certificates and the Component Principal Balance
of the PO-1 Component immediately after such Distribution Date over (II) the aggregate of the
principal balances of the MT1-A1A, MT1-A1B, MT1-Z, and MT1-Y Interests after taking into
account the distributions made pursuant to priorities (i) and (ii) above on such Distribution Date,
(b) the principal balance of the MT2-Q Interest equals the excess of (I) the aggregate Class
Certificate Principal Balance of the Class 2-A1A, Class 2-A1B, Class 2-A1C1, and Class 2-A1C2
Certificates and the Component Principal Balance of the 2-PO Component immediately after
such Distribution Date over (b) the aggregate of the principal balances of the MT2-A1A,
MT2-A1B , MT2-A1C, MT2-Z, and MT2-Y Interests after taking into account the distributions
made pursuant to priorities (i) and (ii) above on such Distribution Date, and (c) the principal
balance of the MTB-Q Interest equals the excess of (I) the aggregate Class Certificate Principal
Balance of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class
B-8, Class B-9, Class B-10, Class B-11, and Class B-12 Certificates immediately after such
Distribution Date over (b) the aggregate of the principal balances of the MTB-1, MTB-2, MTB-
3, MTB-4, MTB-5, MTB-6, MTB-7, MTB-8, MTB-9, MTB-10, MTB-11, MTB-12, MTB-Z, and
MTB-Y Interests after taking into account the distributions made pursuant to priorities (i) and (ii)
above on such Distribution Date;

(iv) Fourth, remaining Available Funds shall be applied to interest distributions on the Middle-Tier
Interests in the Middle-Tier REMIC at the interest rates described above, provided, however, that
any Net Deferred Interest will be allocated among and increase the principal balances of the
Middle-Tier Interests in the same order of priority in which principal is distributed among such
Middle-Tier Interests pursuant to priorities (i)(c), (ii), and (iii) above.

On any Distribution Date, after all distributions of Available Funds, which shall have been distributed or
allocated in respect of the Lower-Tier Interests in the Lower-Tier REMIC, Realized Losses shall be allocated
among the Middle-Tier Interests in the same order of priority in which principal is distributed among such
Middle-Tier Interests pursuant to priorities (i) through (iii) above.
The Certificates
The following table sets forth (or describes) the Class designation, Pass-Through Rate, and Original
Class Certificate Principal Balance (or initial Certificate Notional Balance) for each Class of Certificates
comprising interests in the Trust Fund created hereunder. Each Class of Certificates, other than the Class A-R
and Class A-R-II Certificates, is hereby designated as representing ownership of regular interests in the Upper-
Tier REMIC.

Original Class Certificate Principal
Balance or Class Certificate Notional
Balance
Pass-Through
Rate
Class 1-A1A $505,400,000.00 (1)
Class 1-A1B $126,350,000.00 (1)
Class 2-A1A $866,400,000.00 (1)
Class 2-A1B $361,000,000.00 (1)
Class 2-A1C1 $132,000,000.00 (1)
Class 2-A1C2 $84,600,000.00 (1)
Class X Notional Amount (2) (1)(2)
Class PO $100.00(3) (4)
Class A-R $100.00 (1)
Class B-1 $40,250,000.00 (5)
Class B-2 $31,050,000.00 (5)
Class B-3 $19,550,000.00 (5)
Class B-4 $17,250,000.00 (5)
Class B-5 $16,100,000.00 (5)
Class B-6 $13,800,000.00 (5)

____________
(1)
Class B-7 $12,650,000.00 (5)
Class B-8 $10,350,000.00 (5)
Class B-9 $8,050,000.00 (5)
Class B-10 $18,400,000.00 (5)
Class B-11 $20,700,000.00 (5)
Class B-12 $16,099,800.00 (5)
Class A-R-II (6) (6)
Calculated pursuant to the definition of Pass-Through Rate.
(2) For purposes of the REMIC provisions, the Class X Certificates shall accrue interest on a notional balance equal to
the sum of the principal balances of the Middle-Tier Interests (other than the MT-R Interest). For purposes of the
REMIC Provisions, interest shall accrue on the Class X Certificate at a rate equal to the excess, if any, of (i) the
Adjusted Net WAC over (ii) the Adjusted Middle-Tier WAC. The Class X Certificates are interest-only certificates
and will not be entitled to distributions of principal.
(3) The Class PO Certificates will be deemed for purposes of the distribution of principal to consist of two components:
the PO-1 Component and the PO-2 Component. The Components are not severable. For purposes of the REMIC
Provisions, The Class PO Certificates shall accrue interest on a notional balance equal to the sum of the principal
balances of the Middle-Tier Interests (other than the MT-R Interest). For purposes of the REMIC Provisions,
interest shall accrue on the Class PO Certificate at a rate equal to the excess, if any, of (i) the Net WAC over (ii) the
Adjusted Middle-Tier Pay Rate. All amounts so accrued shall be deferred and distributed as principal in respect of
the PO-1 and PO-2 Components.
(4) The Class PO Certificates are principal-only certificates and will not be entitled to distributions of interest.
(5) Calculated pursuant to the definition of Pass-Through Rate, but adjusted, for purposes of the REMIC Provisions,
to reflect the allocation, if any, of Subordinate Class Expense Share.
(6) For purposes of the REMIC provisions, the Class A-R-II Certificate represents ownership of the Class LT-R Interest,
which is the sole classes of residual interest in the Lower-Tier REMIC and does not have a principal balance or a
pass-through rate.

ARTICLE I

DEFINITIONS; DECLARATION OF TRUST
SECTION 1.01. Defined Terms.
Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this Article. All calculations of
interest described herein shall be made on the basis of an assumed 360-day year consisting of twelve 30-day
months.
1933 Act: The Securities Act of 1933, as amended.
Acceptable Successor Servicer: A FHLMC- or FNMA-approved servicer that is (i) reasonably
acceptable to the Trustee and (ii) acceptable to each Rating Agency, as evidenced by a letter from each such
Rating Agency delivered to the Trustee that such entitys acting as a successor servicer will not result in a
qualification, withdrawal or downgrade of the then-current rating of any of the Certificates.
Account: The Distribution Account or each Servicing Account, as the context requires.
Accrual Period: With respect to each Distribution Date and the Class X and Class A-R Certificates,
and any Class of Lower-Tier Interests, the calendar month prior to the month of that Distribution Date. With
respect to each Distribution Date and the LIBOR Certificates, the period beginning on the immediately
preceding Distribution Date (or Closing Date in the case of the first Distribution Date) and ending on the
date immediately preceding such Distribution Date. Interest on the LIBOR Certificates will be calculated on the
basis of a 360-day year and the actual number of days elapsed in the related Accrual Period; in the case of the
other Classes of Certificates (and the Lower-Tier Interests), interest shall be calculated based on an assumption
that each month has 30 days and each year has 360 days.
Accrued Interest Amount: For any Distribution Date and for any Undercollateralized Group, an
amount equal to one months interest on the applicable Principal Deficiency Amount at the Net WAC of the
applicable Loan Group, plus any interest accrued on such Undercollateralized Group remaining unpaid from
prior Distribution Dates.
Adjusted Cap Rate: Any of the Group 1 Adjusted Cap Rate, the Group 2 Adjusted Cap Rate, the
Class X Adjusted Cap Rate or the Subordinate Adjusted Cap Rate, as applicable.
Adjustment Date: With respect to each Mortgage Loan, each adjustment date on which the related
Loan Rate changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-Off
Date as to each Mortgage Loan is set forth in the Mortgage Loan Schedule.
Adjusted Middle-Tier Pay Rate: For any Distribution Date (and the related Accrual Period), the
product of (i) 2 multiplied by (ii) the weighted average of the interest rates on the MT1-A1A, MT1-A1B, MT1-
Q, MT1-Y, MT1-Z, MT2-A1A, MT2-A1B, MT2-A1C1, MT2-A1C2, MT2-Q, MT2-Y, MT2-Z, MTB-1, MTB-
2, MTB-3, MTB-4, MTB-5, MTB-6, MTB-7, MTB-8, MTB-9, MTB-10, MTB-11, MTB-12, MTB-Q, MTB-Z,
and MTB-Y Interests, weighted on the basis of their principal balances as of the first day of the related Accrual
Period and computed for this purpose by (a) first subjecting the interest rate on the MT1-Q, MT1-Z, MT1-Y,
MT2-Q, MT2-Y, MT2-Z, MTB-Q, MTB-Y, and MTB-Z Interests to a cap of 0.00%, and (b) first subjecting the
interest rate on the MT1-A1A, MT1-A1B, MT2-A1A, MT2-A1B, MT2-A1C1, MT2-A1C2, MTB-1, MTB-2,
MTB-3, MTB-4, MTB-5, MTB-6, MTB-7, MTB-8, MTB-9, MTB-10, MTB-11, and MTB-12 Interests to a cap
equal to (I) the Pass-Through Rate for their Corresponding Class of Certificates (in the case of the Class 1-A1B
and Class 2-A1C1 Certificates, increased to reflect the applicable Premium Rate) multiplied by the quotient of
(A) the actual number of days in the Accrual Period for the Corresponding Class of Certificates divided by (B)
30 and a floor equal to (II) the Adjusted Net WAC.
Adjusted Middle-Tier WAC: For any Distribution Date (and the related Accrual Period), the
product of (i) 2 multiplied by (ii) the weighted average of the interest rates on the MT1-A1A, MT1-A1B, MT1-
Q, MT1-Y, MT1-Z, MT2-A1A, MT2-A1B, MT2-A1C1, MT2-A1C2, MT2-Q, MT2-Y, MT2-Z, MTB-1, MTB-
2, MTB-3, MTB-4, MTB-5, MTB-6, MTB-7, MTB-8, MTB-9, MTB-10, MTB-11, MTB-12, MTB-Q, MTB-Z,
and MTB-Y Interests, weighted on the basis of their principal balances as of the first day of the related Accrual
Period and computed for this purpose by (a) first subjecting the interest rate on the MT1-Q, MT1-Z, MT1-Y,
MT2-Q, MT2-Y, MT2-Z, MTB-Q, MTB-Y, and MTB-Z Interests to a cap of 0.00%, and (b) first subjecting
each of the MT1-A1A, MT1-A1B, MT2-A1A, MT2-A1B, MT2-A1C1, MT2-A1C2, MTB-1, MTB-2, MTB-3,
MTB-4, MTB-5, MTB-6, MTB-7, MTB-8, MTB-9, MTB-10, MTB-11, and MTB-12 Interests to a cap equal to
the lesser of (I) the Pass-Through Rate for the Corresponding Class of Certificates (in the case of the Class 1-
A1B and Class 2-A1C1 Certificates, increased to reflect the applicable Premium Rate) multiplied by the
quotient of (A) the actual number of days in the Accrual Period for the Corresponding Class of Certificates
divided by (B) 30 and (II) the Adjusted Net WAC.
Adjusted Net WAC: For any Distribution Date the excess of (i) the Net WAC for such Distribution
Date over (ii) the quotient of (a) the product of (I) the Net Deferred Interest for such Distribution Date for both
Loan Groups multiplied by (II) 12, divided by (b) the Pool Balance for such Distribution Date.
Advance: With respect to any Distribution Date and any Mortgage Loan or REO Property, any
advance made by the Servicer pursuant to Section 7.02.
Adverse REMIC Event: Either (i) loss of status as a REMIC, within the meaning of Section 860D of
the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii)
imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the
tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to
the extent such tax would be payable from assets held as part of the Trust Fund.
Affiliate: With respect to any Person, any other Person controlling, controlled by or under common
control with such Person. For purposes of this definition, control means the power to direct the management
and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or
otherwise and controlling and controlled shall have meanings correlative to the foregoing.
Aggregate Premium Amount: As to any Distribution Date and each Class of Insured Certificates,
the product of one-twelfth of the Premium Rate and the aggregate of the Class 1-A1B and Class 2-A1C1
Certificate Principal Balance on the immediately preceding Distribution Date, or, in the case of the first
Distribution Date, the Closing Date, in each case after giving effect to distributions of principal made on such
Distribution Date.
Aggregate Subordinate Percentage: As to any Distribution Date, the percentage equivalent of a
fraction the numerator of which is the aggregate of the Class Certificate Principal Balances of the Classes of
Subordinate Certificates and the denominator of which is the Pool Balance for such Distribution Date.
Aggregate Subsequent Transfer Amount: With respect to any Subsequent Transfer Date, the
aggregate Stated Principal Balances as of the applicable Cut-off Date of the Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date, as listed on the revised Mortgage Loan Schedule delivered
pursuant to Section 2.01(b); provided, however, that such amount shall not exceed the amount on deposit in the
Prefunding Account.
Agreement: This Pooling Agreement, dated as of August 1, 2005, as amended, supplemented and
otherwise modified from time to time.
Applicable Credit Support Percentage: As defined in Section 5.01(d).
Apportioned Principal Balance: As to any Class of Subordinate Certificates, Loan Group and any
Distribution Date, the Class Certificate Principal Balance of such Class immediately prior to such Distribution
Date multiplied by a fraction, the numerator of which is the Subordinate Component for the related Loan Group
for such date and the denominator of which is the sum of the related Subordinate Components (in the
aggregate).
Assignment: As to any Mortgage, an assignment of mortgage, notice of transfer or equivalent
instrument, in recordable form, which is sufficient, under the laws of the jurisdiction in which the related
Mortgaged Property is located, to reflect or record the sale of such Mortgage.
Available Funds: As to any Distribution Date and any Loan Group, an amount equal to (i) the sum of
(a) the aggregate of the Monthly Payments received on or prior to the related Determination Date (excluding
Monthly Payments due in future Due Periods but received by the related Determination Date) in respect of the
Mortgage Loans in that Loan Group, (b) Net Liquidation Proceeds, Insurance Proceeds, Principal Prepayments
(excluding Prepayment Penalty Amounts), Recoveries and other unscheduled recoveries of principal and interest
in respect of the Mortgage Loans in that Loan Group received during the related Prepayment Period, (c) the
aggregate of any amounts received in respect of REO Properties for such Distribution Date in respect of the
Mortgage Loans in that Loan Group, (d) the aggregate of any amounts of Interest Shortfalls (excluding for such
purpose all shortfalls as a result of Relief Act Reductions) paid by the Servicer pursuant to the Servicing
Agreement and Compensating Interest Payments deposited in the Distribution Account for that Distribution
Date in respect of the Mortgage Loans in that Loan Group, (e) the aggregate of the Purchase Prices and
Substitution Adjustments deposited in the Distribution Account during the related Prepayment Period in
respect of the Mortgage Loans in that Loan Group, (f) the aggregate of any advances in respect of delinquent
Monthly Payments made by the Servicer for that Distribution Date in respect of the Mortgage Loans in that
Loan Group, (g) the aggregate of any Advances made by the Trustee for that Distribution Date pursuant to
Section 7.02 hereof in respect of the Mortgage Loans in that Loan Group, (h) the Termination Price allocated to
such Loan Group on the Distribution Date on which the Trust is terminated and (i) with respect to the
Distribution Date in the month following the end of the Prefunding Period, any amounts remaining in the
Prefunding Account (other than investment earnings thereon); minus (ii) the sum of (u) the Expense Fees for
that Distribution Date in respect of the Mortgage Loans in that Loan Group, (v) amounts in reimbursement for
Advances previously made in respect of the Mortgage Loans in that Loan Group and other amounts as to which
the Servicer, the Trustee and the Custodian are entitled to be reimbursed pursuant to Section 4.03, (w) the
amount payable to the Trustee, pursuant to Section 8.05 and the Custodian pursuant to Section 19 of the BONY
Custodial Agreement in respect of the Mortgage Loans in that Loan Group or if not related to a Mortgage Loan,
allocated to each Loan Group on a pro rata basis, (x) amounts deposited in the Distribution Account in error in
respect of the Mortgage Loans in that Loan Group, (y) the portion of the Premium Amount payable on such
Distribution Date to the Certificate Insurer from such Loan Group and (z) with respect to any Distribution Date
on or prior to the Distribution Date following the end of the Prefunding Period and if there is a Deficiency
Amount, the amount remaining in the Prefunding Account equal to such Deficiency Amount.
Bankruptcy Code: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as
amended.
Basis Risk Reserve Fund: A fund created as part of the Trust Fund pursuant to Section 5.07 of this
Agreement but which is not an asset of any of the REMICs.
Basis Risk Shortfall: With respect to any Distribution Date and the LIBOR Certificates, the Basis
Risk Shortfall for such class, if any, will equal the sum of:
(i) the excess, if any, of the Interest Distributable Amount that such Class would have been
entitled to receive if the Pass-Through Rate for such Class were calculated without regard to clause (ii)
in the definition thereof, over the actual Interest Distributable Amount such Class is entitled to receive
for such Distribution Date;
(ii) any excess described in clause (i) above remaining unpaid from prior Distribution Dates;
and
(iii) interest for the applicable Accrual Period on the amount described in clause (ii) above
based on the applicable Pass-Through Rate, determined without regard to clause (ii) in the definition
thereof.
BONY Custodial Agreement: The Custodial Agreement, dated as of August 1, 2005, between the
Trustee and the Bank of New York, as custodian.
Book-Entry Certificates: Any of the Certificates that shall be registered in the name of the
Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of
a Person maintaining an account with the Depository (directly, as a Depository Participant, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as described in Section 6.02 hereof). On
the Closing Date, all Classes of the Certificates other than the Physical Certificates shall be Book-Entry
Certificates.
Business Day: Any day other than a Saturday, a Sunday or a day on which banking or savings
institutions in the State of California, the State of Minnesota, the State of Texas, the State of New York, the
State of Massachusetts or in the city in which the Corporate Trust Office of the Trustee is located are authorized
or obligated by law or executive order to be closed.
Call Option: The right to terminate this Agreement and the Trust pursuant to the second paragraph of
Section 10.01(a) hereof.
Call Option Date: As defined in Section 10.01(a) hereof.
Certificate: Any Regular Certificate or Residual Certificate.
Certificate Insurance Policy: The Certificate Guaranty Insurance Policy (No. AB0918BE) with
respect to the Class 1-A1B and Class 2-A1C1 Certificates, and all endorsements thereto dated the Closing Date,
issued by the Certificate Insurer for the benefit of the Holders of the Class 1-A1B and Class 2-A1C1
Certificates, a copy of which is attached hereto as Exhibit O.
Certificate Insurer: Ambac Assurance Corporation, a Wisconsin domiciled stock insurance
corporation.
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 Certificate Insurance Policy in accordance with its
terms; (b) the entry of a decree or order of a court or agency having jurisdiction in respect of the Certificate
Insurer in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law
appointing a conservator or receiver or liquidator or other similar official of the Certificate Insurer or of any
substantial part of its property, or the entering of an order for the winding up or liquidation of the affairs of the
Certificate Insurer and the continuance of any such decree or order undischarged or unstayed and in force for a
period of 90 consecutive days; (c) the Certificate Insurer shall consent to the appointment of a conservator or
receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Certificate Insurer or of or relating to all or substantially all
of its property; or (d) the Certificate Insurer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of or otherwise voluntarily commence a case or proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations.
Certificate Insurer Reimbursement Amount: For any Distribution Date, the sum of (a) all amounts
previously paid by the Certificate Insurer in respect of Insured Amounts for which the Certificate Insurer has not
been reimbursed prior to such Distribution Date and (b) interest accrued on the foregoing at the Late Payment
Rate from the date the Trustee received such amounts paid by the Certificate Insurer to such Distribution Date.
Certificate Notional Balance: With respect to each Certificate of Class X and any date of
determination, the product of (i) the Class Certificate Notional Balance of such Class and (ii) the applicable
Percentage Interest of such Certificate.
Certificate Owner: With respect to each Book-Entry Certificate, any beneficial owner thereof and
with respect to each Physical Certificate, the Certificateholder thereof.
Certificate Principal Balance: With respect to each Certificate of a given Class (other than Class X
and Class A-R-II) and any date of determination, the product of (i) the Class Certificate Principal Balance of
such Class and (ii) the applicable Percentage Interest of such Certificate.
Certificate Register and Certificate Registrar: The register maintained and registrar appointed
pursuant to Section 6.02 hereof. U.S. Bank National Association will act as Certificate Registrar, for so long as
it is the Trustee under this Agreement.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S. Person shall not be a Holder of a
Residual Certificate for any purpose hereof.
Class: Collectively, Certificates that have the same priority of payment and bear the same class
designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby.
Class 1-A1A Certificate: Any of the Class 1-A1A Certificates as designated on the face thereof,
executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form
annexed hereto as Exhibit A-1, evidencing the ownership of a regular interest in the Upper Tier REMIC
created hereunder and representing the right to distributions as set forth herein and therein.
Class 1-A1A Yield Maintenance Agreement: The transaction evidenced by the confirmation dated
August 31, 2005 together with any other related documents thereto, between the Yield Maintenance Provider
and the Trust, for the benefit of the Class 1-A1A Certificates.
Class 1-A1B Certificate: Any of the Class 1-A1B Certificates as designated on the face thereof,
Class 1-A1B Premium Amount: As to any Distribution Date and the Class 1-A1B Certificates, the
product of one-twelfth of the Premium Rate and the Class 1-A1B Certificate Principal Balance on the
immediately preceding Distribution Date, or, in the case of the first Distribution Date, the Closing Date, in each
case after giving effect to distributions of principal made on such Distribution Date.
Class 1-A1B Yield Maintenance Agreement: The transaction evidenced by the confirmation dated
August 31, 2005 together with any other related documents thereto, between the Yield Maintenance Provider
and the Trust, for the benefit of the Class 1-A1B Certificates.
Class 2-A1A Certificate: Any of the Class 2-A1A Certificates as designated on the face thereof,
Class 2-A1A, Class 2-A1B and Class 2-A1C2 Yield Maintenance Agreement: The transaction
evidenced by the confirmation dated August 31, 2005 together with any other related documents thereto,
between the Yield Maintenance Provider and the Trust, for the benefit of the Class 2-A1A, Class 2-A1B and
Class 2-A1C2 Certificates.
Class 2-A1B Certificate: Any of the Class 2-A1B Certificates as designated on the face thereof,
Class 2-A1C1 Certificate: Any of the Class 2-A1C1 Certificates as designated on the face thereof,
Class 2-A1C1 Premium Amount: As to any Distribution Date and the Class 2-A1C1 Certificates,
the product of one-twelfth of the Premium Rate and the Class 2-A1C1 Certificate Principal Balance on the
immediately preceding Distribution Date, or, in the case of the first Distribution Date, the Closing Date, in each
case after giving effect to distributions of principal made on such Distribution Date.
Class 2-A1C1 Yield Maintenance Agreement: The transaction evidenced by the confirmation dated
August 31, 2005 together with any other related documents thereto, between the Yield Maintenance
Provider and the Trust, for the benefit of the Class 2-A1C1 Certificates.
Class 2-A1C2 Certificate: Any of the Class 2-A1C2 Certificates as designated on the face thereof,
Class A-R Certificate: The Class A-R Certificate as designated on the face thereof executed by the
Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit B, evidencing the ownership of the sole class of residual interest in the Upper-Tier REMIC created
hereunder and representing the right to distributions as set forth herein and therein.
Class A-R-II Certificate: The Class A-R-II Certificate as designated on the face thereof executed by
the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit B, evidencing the ownership of the sole class of residual interest in the Lower-Tier REMIC
Class B-1 Certificate: Any of the Class B-1 Certificates as designated on the face thereof, executed
by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit C, evidencing the ownership of a regular interest in the Upper Tier REMIC created
by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form
annexed hereto as Exhibit C, evidencing the ownership of a regular interest in the Upper Tier REMIC created
Class B-10 Certificate: Any of the Class B-10 Certificates as designated on the face thereof,
Class Certificate Notional Amount: With respect to the Class X Certificates and any Distribution
Date, the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the month prior to such
Distribution Date plus the amount, if any, on deposit in the Prefunding Account.
Class Certificate Principal Balance: As to any Distribution Date, with respect to any Class of
Certificates (other than the Class X, Class PO and Class A-R-II Certificates), the Original Class Certificate
Principal Balance as reduced by the sum of (x) all amounts actually distributed in respect of principal of that
Class on all prior Distribution Dates, (y) all Realized Losses, if any, actually allocated to that Class on all prior
Distribution Dates and (z) in the case of the Subordinate Certificates, any applicable Writedown Amount;
provided, however, that (i) pursuant to Section 5.02, the Class Certificate Principal Balance of a Class of
Certificates shall be increased up to the amount of Net Deferred Interest allocated to such Class of Certificates
on such Distribution Date and (ii) pursuant to Section 5.08, the Class Certificate Principal Balance of a Class of
Certificates may be increased up to the amount of Realized Losses previously allocated to such Class, in the
event that there is a Recovery on a related Mortgage Loan, and the Certificate Principal Balance of any
individual Certificate of such Class will be increased by its pro rata share of the increase to such Class. With
respect to the Class PO Certificates, the sum of the Component Principal Balances of the Principal-Only
Components as (a) reduced by the sum of (x) all amounts actually distributed in respect of principal of such
Components on all prior Distribution Dates and (y) all Realized Losses, if any, actually allocated to such
Components on all prior Distribution Dates; provided, however, that (i) pursuant to Section 5.02, the
Component Principal Balance of the PO-1 Component shall be increased up to the amount of Net Deferred
Interest allocated to the Class X Certificates from Loan Group 1 and the Component Principal Balance of the
PO-2 Component shall be increased up to the amount of Net Deferred Interest allocated to the Class X
Certificates from Loan Group 2, in each case based on the related Mortgage Loans on such Distribution Date
and (ii) pursuant to Section 5.08, the Component Principal Balance of a Component may be increased up to the
amount of Realized Losses previously allocated to such Component, in the event that there is a Recovery on a
related Mortgage Loan.
Class LT-R Interest: As described in the Preliminary Statement.
Class PO Certificate: Any of the Class PO Certificates as designated on the face thereof, executed
hereto as Exhibit A-3, evidencing the ownership of a regular interest in the Upper Tier REMIC created
Class Subordination Percentage: With respect to each Class of Subordinate Certificates and any
Distribution Date, the percentage equivalent of a fraction the numerator of which is the Class Certificate
Principal Balance of such Class immediately before such Distribution Date and the denominator of which is the
aggregate of the Class Certificate Principal Balances of all Classes of Certificates and Component Principal
Balances immediately before such Distribution Date.
Class X Adjusted Cap Rate: With respect to the Class X Certificate for any Distribution Date, the
Pass-Through Rate for the Class X Certificate, computed for this purpose by (i) reducing the Net WAC for the
Mortgage Loans by a per annum rate equal to the quotient of (a) the Net Deferred Interest for such Distribution
Date multiplied by 12, and (b) the Aggregate Principal Balance of the Mortgage Loans as of the first day of the
month prior to such Distribution Date, and (ii) computing the interest accrued on the Certificates (other than the
Class X Certificates) by substituting either the Group 1 Adjusted Cap Rate, Group 2 Adjusted Cap Rate or
Subordinate Adjusted Cap Rate, as applicable for Net WAC Cap in the definition of Pass-Through Rate for
each of the LIBOR Certificates.
Class X Apportionment Rule: Either the Group 1 Class X Apportionment Rule or the Group 2 Class
X Apportionment Rule, as applicable.
Class X Certificate: Any of the Class X Certificates as designated on the face thereof, executed by
the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-2, evidencing the ownership of a regular interest in the Upper Tier REMIC created hereunder
and representing the right to distributions as set forth herein and therein.
Class X Certificate Notional Balance: As of any Distribution Date, the sum of the aggregate
Principal Balance of the Mortgage Loans and amounts on deposit in the Prefunding Account, if any, at the
beginning of the related Due Period.
Close of Business: As used herein, with respect to any Business Day and location, 5:00 p.m. at such
location.
Closing Date: August 31, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Commission: U.S. Securities and Exchange Commission.
Commitment Letter: The letter dated the Closing Date from the Certificate Insurer to the Seller (a
copy of which has been furnished to the Trustee) setting forth the payment arrangements for the Aggregate
Premium Amount on the Certificate Insurance Policy and certain related expense payment arrangements
Compensating Interest Payment: With respect to any Distribution Date, the amount specified to be
paid by the Servicer pursuant to Section 11.04(ix) of the Servicing Addendum to the Servicing Agreement.
Component: Any of the PO-1 Component or PO-2 Component, as applicable.
Component Principal Balance: As of any date of determination, any of the PO-1 Component
Principal Balance or the PO-2 Component Principal Balance on such date as applicable.
Cooperative Corporation: The entity that holds title (fee or an acceptable leasehold estate) to the
real property and improvements constituting the Cooperative Property and which governs the
Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation
under Section 216 of the Code.
Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.
Cooperative Loan Documents: As to any Cooperative Loan, (i) the Cooperative Shares, together
with a stock power in blank; (ii) the original or a copy of the executed Security Agreement; (iii) the original or a
copy of the executed Proprietary Lease and the original assignment of the Proprietary Lease endorsed in blank;
(iv) the original executed Recognition Agreement and, if available, the original assignment of the Recognition
Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1
financing statement with evidence of recording thereon, which has been filed in all places required to perfect the
security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC amendments (or
copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and
unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for
recordation).
Cooperative Property: The real property and improvements owned by the Cooperative Corporation,
that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the
Cooperative Corporation.
Cooperative Shares: Shares issued by a Cooperative Corporation.
Cooperative Unit: A single family dwelling located in a Cooperative Property.
Corporate Trust Office: With respect to the Trustee, the principal corporate trust office 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 One Federal Street, Boston, Massachusetts
02110, Attention: Corporate Trust, HarborView Mortgage Loan Trust 2005-10, or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the Depositor, and the Seller. With
respect to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final
payment is located at 100 Wall Street, 15th Floor, New York, New York 10004.
Corresponding Class: With respect to each class of Lower-Tier Interests, the Class or Classes of
Certificates so designated in the Preliminary Statement.
Countrywide: Countrywide Home Loans, Inc., and its successors and assigns, in its capacity as
Originator of the Mortgage Loans.
Countrywide Servicing: Countrywide Home Loans Servicing LP, as a servicer of the Mortgage
Loans as set forth and as individually defined in the Mortgage Loan Schedule hereto and any successors thereto.
Custodian: The Bank of New York, and its successors acting as custodian of the Mortgage Files, as
indicated on the Mortgage Loan Schedule.
Cut-off Date: For any Initial Mortgage Loan, the Initial Cut-off Date. For any Subsequent Mortgage
Loan, the applicable Subsequent Cut-off Date.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date Principal Balances
of the Mortgage Loans in each Loan Group.
Cut-Off Date Principal Balance: With respect to any Mortgage Loan, the principal balance thereof
remaining to be paid, after application of all scheduled principal payments due on or before the Cut-Off Date
whether or not received as of the Cut-Off Date (or as of the applicable date of substitution with respect to a
Qualified Substitute Mortgage Loan).
Deferred Interest: With respect to each Mortgage Loan and each related Due Date, will be the
excess, if any, of the amount of interest accrued on such Mortgage Loan from the preceding Due Date to such
due date over the portion of the Monthly Payment allocated to interest for such Due Date.
Deficiency Amount: Means with respect to the Insured Certificates, (a) for any Distribution Date
prior to the Final Distribution Date, the sum of (1) the excess, if any, of the Monthly Interest Distributable
Amount on the Insured Certificates for such Distribution Date, net of any Net Interest Shortfalls, Basis Risk
Shortfalls or Net Deferred Interest, over the amount of Available Funds to pay such net amount on the Insured
Certificates on such Distribution Date, and (2) the amount, if any, of any Realized Losses allocable to the
Insured Certificates on such Distribution Date (after giving effect to all distributions to be made thereon on such
Distribution Date, other than pursuant to a claim on the Policy) and (b) for the Final Distribution Date, the sum
of (x) the amount set forth in clause (a)(1) above and (y) the outstanding Certificate Principal Balance of the
Insured Certificates, after giving effect to all payments of principal on the Insured Certificates on such Final
Distribution Date, other than pursuant to a claim on the Certificate Insurance Policy on that Distribution Date.
Definitive Certificates: Any Certificate evidenced by a Physical Certificate and any Certificate
issued in lieu of a Book-Entry Certificate pursuant to Section 6.02(c) or (d) hereof.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by one or more Qualified
Substitute Mortgage Loans.
Delinquent: Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is
not made.
Depositor: Greenwich Capital Acceptance, Inc., a Delaware corporation, or any successor in interest.
Depository: The initial Depository shall be The Depository Trust Company, whose nominee is Cede
& Co., or any other organization registered as a clearing agency pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a clearing corporation as defined in Section 8-102(3) of the
Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial institution or other person for
whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: For any Distribution Date and each Mortgage Loan, the date each month, as set
forth in the Servicing Agreement, on which the Servicer determines the amount of all funds required to be
remitted to the Trustee on the Servicer Remittance Date with respect to the Mortgage Loans.
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 any REMIC formed hereby other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf of the Trustee) shall not be considered
to Directly Operate an REO Property solely because the Trustee (or the 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: A disqualified organization defined in Section 860E(e)(5) of the Code,
or any other Person so designated by the Trustee based upon an Opinion of Counsel provided to the Trustee by
nationally recognized counsel acceptable to the Trustee that the holding of an ownership interest in the Residual
Certificate by such Person may cause the Trust Fund or any Person having an ownership interest in any
Class of Certificates (other than such Person) to incur liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the transfer of an ownership interest in the Residual Certificate to such
Person.
Distribution Account: The trust account or accounts created and maintained by the Trustee pursuant
to Section 4.02 hereof for the benefit of the Certificateholders and designated Distribution Account, U.S. Bank
National Association, as Trustee, in trust for the registered Certificateholders of HarborView Mortgage Loan
Trust 2005-10, Mortgage Loan Pass-Through Certificates, Series 2005-10 and which must be an Eligible
Account.
Distribution Account Income: As to any Distribution Date, any interest or other investment income
earned on funds deposited in the Distribution Account during the month of such Distribution Date.
Distribution Date: The 19th day of the month, or, if such day is not a Business Day, the next
Business Day commencing in September 2005.
Distribution Date Statement: As defined in Section 5.04(a) hereof.
Due Date: With respect to each Mortgage Loan and any Distribution Date, the first day of the
calendar month in which that Distribution Date occurs on which the Monthly Payment for such Mortgage Loan
was due, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the period commencing on the second day of the
month preceding the month in which that Distribution Date occurs and ending on the first day of the month in
which that Distribution Date occurs.
Eligible Account: Any of
(i) an account or accounts maintained with a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a holding company, the short-
term unsecured debt obligations of such holding company) are rated in the highest short term rating
category of the Rating Agency at the time any amounts are held on deposit therein;
(ii) an account or accounts the deposits in which are fully insured by the FDIC (to the
limits established by it), the uninsured deposits in which account are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to the Rating Agency, the
Certificateholders will have a claim with respect to the funds in the account or a perfected first priority
security interest against the collateral (which shall be limited to Permitted Investments) securing those
funds that is superior to claims of any other depositors or creditors of the depository institution with
which such account is maintained;
(iii) a trust account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company acting in its fiduciary
capacity; or
(iv) an account otherwise acceptable to the Rating Agency without reduction or withdrawal
of its then current ratings of the Certificates as evidenced by a letter from the Rating Agency to the
Trustee. Eligible Accounts may bear interest.
Endorsement: As defined in the Certificate Insurance Policy.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Restricted Certificates: Any Class of Certificates, other than the Class 1-A1A, Class 2-
A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates, and any Certificate that does not satisfy the
applicable rating requirement under the Underwriters Exemption.
ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private
placement that meets the requirements of an Underwriters Exemption.
Event of Default: As defined in the Servicing Agreement.
Expense Fee: With respect to any Mortgage Loan, the sum of (i) the Servicing Fee, (ii) the Trustee
Fee, (iii) with respect to any Lender-Paid Mortgage Insurance Loan, the Lender-Paid Mortgage Insurance Fee
and (iv) any fees owed to the Bank of New York under the BONY Custodial Agreement.
Fannie Mae: The Federal National Mortgage Association or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date occurring in November 2035.
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 pursuant to or as contemplated by
Sections 2.03 and 10.01), a determination made by the Servicer, and reported to the Trustee, that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer expects to be finally
recoverable in respect thereof have been so recovered.
Freddie Mac: The Federal Home Loan Mortgage Corporation or any successor thereto.
GCFP: Greenwich Capital Financial Products, Inc., and its successors and assigns.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note that is added to the applicable Index on each Adjustment Date in accordance with the terms of
the related Mortgage Note used to determine the Loan Rate for such Mortgage Loan.
Group 1 Adjusted Cap Rate: For any Distribution Date and the Class 1-A1A and Class 1-A1B
Certificates, the applicable Net WAC Cap for that Distribution Date, computed for this purposes by first
reducing the Group 1 Net WAC by a per annum rate equal to (i) the quotient of (a) the product of the Net
Deferred Interest, if any, on the Group 1 Mortgage Loans for the Distribution Date multiplied by (b) 12, and (ii)
the aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the first day of the month before
such Distribution Date (or in the case of the first Distribution Date, as of the Cut-Off Date).
Group 1 Class X Apportionment Rule: For purposes of calculating the interest distributable to the
Class X Certificate from Loan Group 1 for any Accrual Period, an amount equal to the product of (a) the
Monthly Interest Distributable Amount for the Class X Certificates for such Distribution Date and (b) a fraction,
the numerator of which is the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and the
denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans, in each case, as of
the first day of the related Due Period.
Group 1 Mortgage Loan: A Mortgage Loan that is identified as such on the Mortgage Loan
Schedule.
Group 1 Net WAC: With respect to any Distribution Date, the weighted average of the Net Loan
Rates of the Group 1 Mortgage Loans as of the first day of the related Due Period (or, in the case of the first
Distribution Date, as of the Cut-Off Date), weighted on the basis of the related Stated Principal Balances at the
Group 1 Prefunded Amount: The amount deposited in the Prefunding Account on the Closing Date
to purchase additional Group 1 Mortgage Loans, which shall equal $167,391,936.96.
Group 2 Adjusted Cap Rate: For any Distribution Date and the Class 2-A1A, Class 2-A1B, Class 2-
A1C1 and Class 2-A1C2 Certificates, the applicable Net WAC Cap for that Distribution Date, computed for this
purposes by first reducing the Group 2 Net WAC by a per annum rate equal to (i) the quotient of (a) the product
of the Net Deferred Interest, if any, on the Group 2 Mortgage Loans for the Distribution Date multiplied by (b)
12, and (ii) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans as of the first day of the
month before such Distribution Date (or in the case of the first Distribution Date, as of the Cut-Off Date).
Group 1 Adjusted Net WAC: For any Distribution Date, the excess of (i) the Group 1 Net WAC for
such Distribution Date over (ii) the quotient of (a) the product of (I) the Net Deferred Interest for Loan Group 1
for such Distribution Date multiplied by (II) 12, divided by (b) the Pool Balance for Loan Group 1 for such
Distribution Date.
Group 2 Adjusted Net WAC: For any Distribution Date, the excess of (i) the Group 2 Net WAC for
such Distribution Date over (ii) the quotient of (a) the product of (I) the Net Deferred Interest for Loan Group 2
for such Distribution Date multiplied by (II) 12, divided by (b) the Pool Balance for Loan Group 2 for such
Distribution Date.
Group 2 Class X Apportionment Rule: For purposes of calculating the interest distributable to the
Class X Certificate from Loan Group 2 for any Accrual Period, an amount equal to the product of (a) the
Monthly Interest Distributable Amount for the Class X Certificates for such Distribution Date and (b) a fraction,
the numerator of which is the aggregate Stated Principal Balance of the Group 2 Mortgage Loans and the
denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans, in each case, as of
the first day of the related Due Period.
Group 2 Mortgage Loan: A Mortgage Loan that is identified as such on the Mortgage Loan
Schedule.
Group 2 Net WAC: With respect to any Distribution Date, the weighted average of the Net Loan
Rates of the Group 2 Mortgage Loans as of the first day of the related Due Period (or, in the case of the first
Distribution Date, as of the Cut-Off Date), weighted on the basis of the related Stated Principal Balances at the
Group 2 Prefunded Amount: The amount deposited in the Prefunding Account on the Closing Date
to purchase additional Group 2 Mortgage Loans, which shall equal $382,608,631.04.
Indemnification Agreement: The Indemnification Agreement dated as of the Closing Date among
the Depositor, the Seller, Greenwich Capital Markets, Inc. and the Certificate Insurer, including any
amendments and supplements thereto.
Indemnified Persons: The Trustee, the Depositor and the Custodian and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents
and employees.
Independent: When used with respect to any specified Person, any such Person who (a) is in fact
independent of the Depositor and its Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Depositor or any Affiliate thereof, and (c) is not connected with the Depositor 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
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 any Affiliate thereof.
Independent Contractor: Either (i) any Person that would be an independent contractor with
respect to any REMIC formed hereby within the meaning of Section 856(d)(3) of the Code if such REMIC were
a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be
met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as no
REMIC formed hereby receives or derives any income from such Person and provided that the relationship
between such Person and the applicable REMIC is at arms length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5), or (ii) any other Person if the Trustee has received an Opinion of Counsel to
the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause
such REO Property to cease to qualify as foreclosure property within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code),
or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.
Index: With respect to each Mortgage Loan and each Adjustment Date, the index specified in the
related Mortgage Note.
Initial Certificate Principal Balance: With respect to any Certificate other than the Class X and
Class A-R-II Certificates, the amount designated Initial Certificate Principal Balance on the face thereof.
Initial Certificate Notional Balance: With respect to the Class X Certificates, the amount designated
Initial Certificate Notional Balance on the face thereof.
Initial Cut-Off Date: With respect to any Mortgage Loan other than a Qualified Substitute Mortgage
Loan, the Close of Business in New York City on August 1, 2005. With respect to any Qualified Substitute
Mortgage Loan, the date designated as such on the Mortgage Loan Schedule (as amended).
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust Fund on the Closing Date pursuant
to this Agreement as identified on the Mortgage Loan Schedule delivered to the Trustee on the Closing Date.
Insurance Proceeds: With respect to any Mortgage Loan, proceeds of any 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 related Mortgagor in accordance with the
Servicing Agreement.
Insured Amount: As defined in the Certificate Insurance Policy.
Insured Certificates: Each of the Class 1-A1B and Class 2-A1C1 Certificates.
Interest Distributable Amount: With respect to any Distribution Date and each Class of Certificates
(other than the Class PO Certificates), the sum of (i) the Monthly Interest Distributable Amount for that Class
and (ii) the Unpaid Interest Shortfall Amount for that Class.
Interest Shortfall: With respect to any Distribution Date and each Mortgage Loan that during the
related Prepayment Period was the subject of a Principal Prepayment or a reduction of its Monthly Payment
under the Relief Act, an amount determined as follows:
(a) Principal Prepayments in part received during the relevant Prepayment Period: the difference
between (i) one months interest at the applicable Net Loan Rate on the amount of such prepayment and (ii) the
amount of interest for the calendar month of such prepayment (adjusted to the applicable Net Loan Rate)
actually received with respect to such prepayment at the time of such prepayment; and
(b) Principal Prepayments in full received during the relevant Prepayment Period: the difference
between (i) one months interest at the applicable Net Loan Rate on the Stated Principal Balance of such
Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the calendar month of
such prepayment (adjusted to the applicable Net Loan Rate) actually received with respect to
such prepayment at the time of such prepayment; and
(c) the amount of any Relief Act Reductions for such Distribution Date.
Late Payment Rate: The meaning given to such term in the Certificate Insurance Policy.
Latest Possible Maturity Date: As determined as of the Cut-Off Date, the Distribution Date
following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled
maturity date as of the Cut-Off Date.
Lender-Paid Mortgage Insurance Loan: Each Mortgage Loan identified as such in the Mortgage
Loan Schedule.
Lender-Paid Mortgage Insurance Fee: As to any Distribution Date and each Lender Paid Mortgage
Insurance Mortgage Loan, an amount equal to the product of the Lender-Paid Mortgage Insurance Fee Rate and
the outstanding Principal Balance of such Mortgage Loan as of the first day of the related Due Period.
Lender-Paid Mortgage Insurance Fee Rate: For each Lender-Paid Mortgage Insurance Loan and
any Distribution Date, the per annum rate required to be paid in connection with the related lender-paid
mortgage insurance policy for such Mortgage Loan on such Distribution Date.
LIBOR: With respect to each Accrual Period, a per annum rate determined on the LIBOR
Determination Date in the following manner by the Trustee on the basis of the Interest Settlement Rate set by
the BBA for one-month United States dollar deposits, as such rates appear on the Telerate Page 3750, as of
11:00 a.m. (London time) on the related LIBOR Determination Date.
(a) If on such a LIBOR Determination Date, the BBAs Interest Settlement Rate does not appear on
the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such
date, the Trustee will obtain such rate from Reuters page LIBOR 01 or Bloombergs page BBAM. If such
rate is not published for such LIBOR Determination Date, LIBOR for such date will be the most recently
published Interest Settlement Rate. In the event that the BBA no longer sets an Interest Settlement Rate, the rate
for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by
the Reference Banks at approximately 11:00 am (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be
the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If
fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the
rates quoted by major banks in New York City, selected by the Trustee (after consultation with the Depositor),
at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loan to leading
European banks.
(b) The establishment of LIBOR by the Trustee and the Trustees subsequent calculation of the Pass-
Through Rate applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest
error, will be final and binding.
LIBOR Business Day: Any day on which banks in London, England and The City of New York are
open and conducting transactions in foreign currency and exchange.
LIBOR Certificates: The Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C1,
Class 2-A1C2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-
9, Class B-10, Class B-11 and Class B-12 Certificates.
LIBOR Determination Date: The second LIBOR Business Day immediately preceding the
commencement of each Accrual Period for the LIBOR Certificates.
Liquidated Mortgage Loan: As to any Distribution Date, any Mortgage Loan in respect of which
the Servicer has determined, in accordance with the servicing procedures specified herein, as of the end of the
related Prepayment Period, that all Liquidation Proceeds that it expects to recover with respect to the liquidation
of such Mortgage Loan or disposition of the related REO Property have been 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 the Trust Fund by reason of its being purchased, sold or replaced pursuant
to or as contemplated hereunder. 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 the Trust
Fund by reason of its being sold or purchased pursuant to Section 10.01 hereof or the applicable provisions of
the Servicing Agreement.
Liquidation Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid
or incurred by or for the account of the Servicer such expenses including (a) property protection expenses, (b)
property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys fees, and
(d) similar expenses reasonably paid or incurred in connection with liquidation.
Liquidation Proceeds: With respect to any Mortgage Loan, the amount (other than amounts received
in respect of the rental of any REO Property prior to REO Disposition) received by the Servicer as proceeds
from the liquidation of such Mortgage Loan, as determined in accordance with the applicable provisions of the
Servicing Agreement, other than Recoveries; provided that with respect to any Mortgage Loan or REO Property
repurchased, substituted or sold pursuant to or as contemplated hereunder, or pursuant to the applicable
provisions of the Servicing Agreement, Liquidation Proceeds shall also include amounts realized in
connection with such repurchase, substitution or sale.
Loan Group: Any of Loan Group 1 or Loan Group 2, as the context requires.
Loan Group Balance: As to each Loan Group, the aggregate of the Stated Principal Balances of the
Mortgage Loans in such Loan Group that were Outstanding Mortgage Loans at the time of determination.
Loan Group Collateral Balance: As to each Loan Group and any date of determination, the
applicable Loan Group Balance plus the amount, if any, then on deposit in the Prefunding Account, with respect
to the related Loan Group; provided that the Loan Group Collateral Balance as of the Initial Cut-off Date will
include the Group 1 Prefunded Amount or Group 2 Prefunded Amount, as applicable.
Loan Group 1: At any time, the Group 1 Mortgage Loans in the aggregate and any REO Properties
acquired in respect thereof.
Loan Group 2: At any time, the Group 2 Mortgage Loans in the aggregate and any REO Properties
acquired in respect thereof.
Loan 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.
Loan-to-Value Ratio: With respect to each Mortgage Loan and any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Principal Balance of the Mortgage Loan at such date of
determination and the denominator of which is the Value of the related Mortgaged Property.
Lost Note Affidavit: With respect to any Mortgage Loan as to which the original Mortgage Note has
been permanently lost or destroyed and has not been replaced, an affidavit from the Seller certifying that the
original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage
Note and indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the
original Mortgage Note) in the form of Exhibit H hereto.
Lower-Tier Interest: Any one of the interests in the Lower-Tier REMIC, as described in the
Preliminary Statement.
Lower-Tier REMIC: As described in the Preliminary Statement.
Majority Certificateholders: The Holders of Certificates evidencing at least 51% of the Voting
Rights.

Margin: On each Distribution Date on or prior to the Call Option Date, (i) with respect to the Class
1-A1A Certificates, 0.320% per annum, and on each Distribution Date after the Call Option Date, 0.640% per
annum, (ii) with respect to the Class 1-A1B Certificates, 0.320% per annum, and on each Distribution Date after
the Call Option Date, 0.640% per annum, (iii) with respect to the Class 2-A1A Certificates, 0.310% per annum,
and on each Distribution Date after the Call Option Date, 0.620% per annum, (iv) with respect to the Class 2-
A1B Certificates, 0.380% per annum, and on each Distribution Date after the Call Option Date, 0.760% per
annum, (v) with respect to the Class 2-A1C1 Certificates, 0.330% per annum, and on each Distribution Date
after the Call Option Date, 0.660% per annum, (vi) with respect to the Class 2-A1C2 Certificates, 0.400% per
annum, and on each Distribution Date after the Call Option Date, 0.800% per annum, (vii) with respect to the
Class B-1 Certificates, 0.570% per annum, and on each Distribution Date after the Call Option Date, 0.855% per
annum, (viii) with respect to the Class B-2 Certificates, 0.600% per annum, and on each Distribution Date after
the Call Option Date, 0.900% per annum, (ix) with respect to the Class B-3 Certificates, 0.650% per annum, and
on each Distribution Date after the Call Option Date, 0.975% per annum, (x) with respect to the Class B-4
Certificates, 0.900% per annum, and on each Distribution Date after the Call Option Date, 1.350% per annum,
(xi) with respect to the Class B-5 Certificates, 0.950% per annum, and on each Distribution Date after the Call
Option Date, 1.425% per annum, (xii) with respect to the Class B-6 Certificates, 1.070% per annum, and on
each Distribution Date after the Call Option Date, 1.605% per annum, (xiii) with respect to the Class B-7
Certificates, 1.450% per annum, and on each Distribution Date after the Call Option Date, 2.175% per annum,
(xiv) with respect to the Class B-8 Certificates, 1.650% per annum, and on each Distribution Date after the Call
Option Date, 2.475% per annum, (xv) with respect to the Class B-9 Certificates, 1.750% per annum, and on each
Distribution Date after the Call Option Date, 2.625% per annum, (xvi) with respect to the Class B-10, Class B-
11 and Class B-12 Certificates, 1.750% per annum, and on each Distribution Date after the Call Option Date,
2.625% per annum.
Maximum Loan Rate: With respect to each Mortgage Loan, the percentage set forth in the related
Mortgage Note as the maximum Loan Rate thereunder.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under
the laws of the State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.
MERS System: The system of recording transfers of mortgages electronically maintained by
MERS.
Middle-Tier Interest: Any one of the interests in the Middle-Tier REMIC , as described in the
Preliminary Statement.
Middle-Tier REMIC: As described in the Preliminary Statement.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for
the originator of such Mortgage Loan and its successors and assigns.
Monthly Interest Distributable Amount: With respect to each Class of Certificates (other than the
Class PO Certificates) and any Distribution Date, the amount of interest accrued during the related Accrual
Period at the lesser of the related Adjusted Cap Rate and the related Pass-Through Rate on the Class Certificate
Principal Balance or Class Certificate Notional Balance, as applicable, immediately prior to that Distribution
Date; provided, however, that for purposes of compliance with the REMIC Provisions, (A) the Monthly Interest
Distributable Amount for each Class of Subordinate Certificates shall be calculated by reducing the related Pass-
Through Rate by a per annum rate equal to (i) 12 times the Subordinate Class Expense Share for such Class
divided by (ii) the Class Certificate Principal Balance of such Class as of the beginning of the related Accrual
Period and (B) such Class shall be deemed to bear interest at such Pass-Through Rate as so reduced for federal
income tax purposes.
Monthly Payment: With respect to any Mortgage Loan, the scheduled monthly payment of principal
and interest on such Mortgage Loan that is payable by the related Mortgagor from time to time under the related
Mortgage Note, determined, for the purposes of this Agreement: (a) after giving effect to 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 related Servicer pursuant to the applicable provisions of the Servicing
Agreement; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid
when due.
Moodys: Moodys Investors Service, Inc. and its successors.
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 hereof pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Loan: Each mortgage loan (including Cooperative Loans) transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03(d) hereof as from time to time held as a part of the Trust Fund,
the Mortgage Loans so held being identified in the Mortgage Loan Schedule.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement between the Seller
and the Depositor, dated as of August 1, 2005, regarding the transfer of the Mortgage Loans by the Seller to or
at the direction of the Depositor.
Mortgage Loan Schedule: As of any date, the list of Mortgage Loans included in the Trust Fund on
such date, attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared by the Seller and shall
set forth the following information with respect to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the Mortgagors name;
(iii) the street address of the Mortgaged Property including the state and five-digit
ZIP code;
(iv) a code indicating whether the Mortgaged Property was represented by the
borrower, at the time of origination, as being owner-occupied;
(v) a code indicating whether the Residential Dwelling constituting the Mortgaged
Property is (a) a detached single family dwelling, (b) a dwelling in a planned
unit development, (c) a condominium unit, (d) a two- to four-unit residential
property, (e) a townhouse or (f) other type of Residential Dwelling;
(vi) if the related Mortgage Note permits the borrower to make Monthly Payments of
interest only for a specified period of time, (a) the original number of such
specified Monthly Payments and (b) the remaining number of such Monthly
Payments as of the Cut-Off Date;
(vii) the original months to maturity;
(viii) the stated remaining months to maturity from the Cut-Off Date based on the
original amortization schedule;
(ix) the Loan-to-Value Ratio at origination;
(x) the Loan Rate in effect immediately following the Cut-Off Date;
(xi) the date on which the first Monthly Payment is or was due on the Mortgage
Loan;
(xii) the stated maturity date;
(xiii) the Servicing Fee Rate, if any;
(xiv) the last Due Date on which a Monthly Payment was actually applied to the
unpaid Stated Principal Balance;
(xv) the original principal balance of the Mortgage Loan;
(xvi) the Stated Principal Balance of the Mortgage Loan on the Cut-Off Date and a
code indicating the purpose of the Mortgage Loan (i.e., purchase financing,
rate/term refinancing, cash-out refinancing);
(xvii) the Index and Gross Margin specified in related Mortgage Note;
(xviii) the next Adjustment Date, if applicable;
(xix) the Maximum Loan Rate, if applicable;
(xx) the Value of the Mortgaged Property;
(xxi) the sale price of the Mortgaged Property, if applicable;
(xxii) the product code;
(xxiii) whether the Mortgage Loan is a Lender-Paid Mortgage Insurance Loan;
(xxiv) the Servicer that is servicing each Mortgage Loan and the Originator of each
Mortgage Loan;
(xxv) the respective Loan Group; and
(xxvi) the Custodians name, if there is more than one Custodian.
Information set forth in clauses (ii) and (iii) above regarding each Mortgagor and the related Mortgaged
Property shall be confidential and the Trustee shall not disclose such information; provided that,
notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of
any and all information that is or becomes publicly known, or information obtained by Trustee from sources
other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any
applicable, law, rule or regulation, (B) to any government agency or regulatory body having or claiming
authority to regulate or oversee any respects of Trustees business or that of its affiliates, (C) pursuant to any
subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator
or arbitration to which Trustee or any affiliate or an officer, director, employer or shareholder thereof is a party
or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of Trustee having a need to
know the same, provided that Trustee advises such recipient of the confidential nature of the information being
disclosed, or (iii) any other disclosure authorized by the Depositor.
The Mortgage Loan Schedule, as in effect from time to time, shall also set forth the following
information with respect to the Mortgage Loans in the aggregate and by Loan Group 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 Loan Rate of the Mortgage Loans; and (4) the weighted average remaining months to maturity of the
Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Seller in accordance
with the provisions of this Agreement.
Mortgage Note: The original executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
Mortgaged Property: Either of (x) the fee simple or leasehold interest in real property, together with
improvements thereto including any exterior improvements to be completed within 120 days of disbursement of
the related Mortgage Loan proceeds, or (y) in the case of a Cooperative Loan, the related Cooperative Shares
and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
MT1-Y Target Balance: For any Distribution Date, the excess, if any, of (i) the quotient of (a) the
product of (I) the principal balance of the MT1-Z Interest immediately preceding such Distribution Date
multiplied by (II) the Group 1 Net WAC for such Distribution Date multiplied by (III) two, divided by (b) the
Group 1 Adjusted Net WAC for such Distribution Date, over (ii) the principal balance of the MT1-Z Interest
immediately preceding such Distribution Date.

MT1-Z Target Balance: For any Distribution Date, the excess, if any, of (i) the quotient of (a) the
principal balance of the MT1-Y Interest immediately preceding such Distribution Date divided by (b) the
difference between (I) 100% minus (II) the quotient of (A) the Group 1 Adjusted Net WAC for such
Distribution Date divided by (B) the product of (1) two multiplied by (2) the Group 1 Net WAC for such
Distribution Date, over (ii) the principal balance of the MT1-Y Interest immediately preceding such Distribution
Date.

MT2-Y Target Balance: For any Distribution Date, the excess, if any, of (i) the quotient of (a) the
product of (I) the principal balance of the MT2-Z Interest immediately preceding such Distribution Date
multiplied by (II) the Group 2 Net WAC for such Distribution Date multiplied by (III) two, divided by (b) the
Group 2 Adjusted Net WAC for such Distribution Date, over (ii) the principal balance of the MT2-Z Interest
immediately preceding such Distribution Date.

MT2-Z Target Balance: For any Distribution Date, the excess, if any, of (i) the quotient of (a) the
principal balance of the MT2-Y Interest immediately preceding such Distribution Date divided by (b) the
difference between (I) 100% minus (II) the quotient of (A) the Group 2 Adjusted Net WAC for such
Distribution Date divided by (B) the product of (1) two multiplied by (2) the Group 2 Net WAC for such
Distribution Date, over (ii) the principal balance of the MT2-Y Interest immediately preceding such Distribution
Date.

MTB-Y Target Balance: For any Distribution Date, the excess, if any, of (i) the quotient of (a) the
product of (I) the principal balance of the MTB-Z Interest immediately preceding such Distribution Date
multiplied by (II) the Subordinate Net WAC for such Distribution Date multiplied by (III) two, divided by (b)
the Subordinate Adjusted Net WAC, over (ii) the principal balance of the MTB-Z Interest immediately
preceding such Distribution Date.

MTB-Z Target Balance: For any Distribution Date, the excess, if any, of (i) the quotient of (a) the
principal balance of the MTB-Y Interest immediately preceding such Distribution Date divided by (b) the
difference between (I) 100% minus (II) the quotient of (A) the Subordinate Adjusted Net WAC for such
Distribution Date divided by (B) the product of (1) two multiplied by (2) the Subordinate Net WAC for such
Distribution Date, over (ii) the principal balance of the MTB-Y Interest immediately preceding such
Distribution Date.

Net Deferred Interest: With respect to each Loan Group and any Distribution Date, the greater of (i)
the excess, if any, of the Deferred Interest for the related Due Date over the aggregate amount of any principal
prepayments in part or in full received during the related Prepayment Period and (ii) zero.
Net Interest Shortfall: With respect to any Distribution Date, the excess of Interest Shortfalls, if any,
for such Distribution Date over Interest Shortfalls paid by the Servicer under the Servicing Agreement with
respect to such Distribution Date.
Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan or any other disposition
of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances,
Servicing Advances, the Expense Fee, and any other accrued and unpaid fees received and retained in
connection with the liquidation of such Mortgage Loan or Mortgaged Property.
Net Loan 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 Loan Rate for such Mortgage Loan
minus the related Servicing Fee Rate, Trustee Fee Rate, and, if applicable, the Lender Paid Mortgage Insurance
Rate.
Net Maximum Loan 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 Maximum Loan Rate for
such Mortgage Loan minus the related Servicing Fee Rate, , Trustee Fee Rate, and, if applicable, the Lender
Paid Mortgage Insurance Rate.
Net Maximum Rate Cap: For any Distribution Date and the Subordinate Certificates, the product of
(i) the Net WAC Cap for the Subordinate Certificates, computed by assuming that each Mortgage Loan accrued
interest at its Net Maximum Loan Rate and (ii) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days in the related Accrual Period for such Certificates.
Net Realized Losses: For any Class of Certificates and any Distribution Date, the excess of (i) the
amount of Realized Losses previously allocated to that Class or PO Component over (ii) the amount of any
increases to the Class Certificate Principal Balance of that Class or Component Principal Balance pursuant to
Section 5.08 due to Recoveries.
Net WAC: With respect to any Distribution Date, the weighted average of the Net Loan Rates of the
Mortgage Loans as of the first day of the related Due Period (or, in the case of the first Distribution Date, as of
the Cut-Off Date), weighted on the basis of the related Stated Principal Balances at the beginning of the related
Due Period.
Net WAC Cap: For any Distribution Date and the Class 1-A1A Certificates, the product of (i) the
Group 1 Net WAC and (ii) a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Accrual Period for such Certificates.
For any Distribution Date and the Class 1-A1B Certificates, the product of (i) the excess of (a) the Group
1 Net WAC over (b) the Premium Rate attributable to the Class 1-A1B Certificates and (ii) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual
Period for such Certificates.
For any Distribution Date and the Class 2-A1A, Class 2-A1B and Class 2-A1C2 Certificates, the product
of (i) the Group 2 Net WAC and (ii) a fraction, the numerator of which is 30 and the denominator of which is
the actual number of days in the related Accrual Period for such Certificates.
For any Distribution Date and the Class 2-A1C1 Certificates, the product of (i) the excess of (a) the
Group 2 Net WAC over (b) the Premium Rate attributable to the Class 2-A1C1 Certificates and (ii) a fraction,
the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual
Period for such Certificates.
For any Distribution Date and the Subordinate Certificates, the weighted average of the Group 1 Net
WAC Cap and the Group 2 Net WAC Cap (computed for this purpose without regard to the adjustment
applicable to the Class 1-A1B and Class 2-A1C1 Certificates), weighted on the basis of the Group Subordinate
Amount for Loan Group 1 and for Loan Group 2.
Nonrecoverable: A determination by the Servicer in respect of a delinquent Mortgage Loan that if it
were to make an Advance or an advance of a delinquent Monthly Payment, respectively, in respect thereof, such
amount would not be recoverable from any collections or other recoveries (including Liquidation Proceeds) on
such Mortgage Loan.
Notice: As defined in the Certificate Insurance Policy.
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), or by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Seller or the Depositor, as applicable.
One-Month MTA: The twelve-month average yields on United States Treasury securities adjusted to
a constant maturity of one year as published by the Federal Reserve Board in Statistical Release H.15(519).
One-Month MTA Indexed: Indicates a Mortgage Loan that has an adjustable Loan Rate calculated
on the basis of the MTA index.
Opinion of Counsel: A written opinion of counsel, who may, without limitation, be a salaried
counsel for the Depositor or the Seller, acceptable to the Trustee, except that any opinion of counsel relating to
(a) the qualification of any REMIC created hereunder as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.
Original Applicable Credit Support Percentage: With respect to each Class of Subordinate
Certificates, the corresponding percentage set forth below opposite its Class designation:
Class B-1 9.75%
Class B-2 8.00%
Class B-3 6.65%
Class B-4 5.80%
Class B-5 5.05%

Original Class Certificate Notional Balance: With respect to the Class X Certificates,
$2,300,000,000.
Original Class Certificate Principal Balance: With respect to each Class of Certificates, other than
the Class X Certificates, the corresponding aggregate amount set forth opposite the Class designation of such
Class in the Preliminary Statement.
Original Subordinated Principal Balance: The aggregate of the Original Class Certificate Principal
Balances of the Classes of Subordinate Certificates.
Originator: Countrywide.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated Principal Balance
greater than zero, that was not the subject of a prepayment in full prior to such Due Date and that did not
become a Liquidated Mortgage Loan prior to such Due Date.
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 each Class of Certificates (other than the Class PO Certificates)
and any Distribution Date, the rate set forth below:
(i)
Class B-6 4.35%
Class B-7 3.75%
Class B-8 3.20%
Class B-9 2.75%
Class B-10 2.40%
Class B-11 1.60%
Class B-12 0.70%

The Pass-Through Rate for the Class 1-A1A Certificates shall be equal to the least of
(a) LIBOR plus the applicable Margin, (b) the applicable Net WAC Cap for that Distribution Date and
(c) 11.00% per annum;
(ii) The Pass-Through Rate for the Class 1-A1B Certificates shall be equal to the least of
(iii) The Pass-Through Rate for the Class A-R Certificates shall be equal to the Group 1
Net WAC for that Distribution Date;
(iv) The Pass-Through Rate for the Class 2-A1A Certificates shall be equal to the least of
(v) The Pass-Through Rate for the Class 2-A1B Certificates shall be equal to the least of
(vi) The Pass-Through Rate for the Class 2-A1C1 Certificates shall be equal to the least of
(vii) The Pass-Through Rate for the Class 2-A1C2 Certificates shall be equal to the least of
(viii) The Pass-Through Rate for the Class X Certificates on any Distribution Date shall be
equal to the excess, if any, of (a) the Net WAC of the Mortgage Loans (in the case of the first three
Distribution Dates only, multiplied by the quotient of the aggregate Principal Balance of those Mortgage
Loans having payments that are included in the Available Distribution Amount on such Distribution
Date divided by the Class X Certificates Notional Balance for such Distribution Date) over (b) a rate
equal to the quotient of the (1) the product of (x) the sum of (i) the interest accrued at the applicable
Pass-Through Rates on the Certificates (other then the Class X Certificates) for such Distribution Date
and (ii) the Premium Amount on the Class 1-A1B and Class 2-A1C1 Certificates for such Distribution
Date multiplied by (y) 12 divided by (2) the Class X Certificate Notional Balance for such Distribution
Date; and
(ix) The Pass-Through Rate for the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates shall be
equal to the least of (a) LIBOR plus the applicable Margin, (b) the applicable Net WAC Cap for that
Distribution Date and (c) the Net Maximum Rate Cap for that Distribution Date.
Percentage Interest: With respect to any Certificate other than a Class A-R or Class A-R-II
Certificate, a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal
Balance or Initial Certificate Notional Balance, as applicable, represented by such Certificate and the
denominator of which is the Original Class Certificate Principal Balance or Original Class Certificate Notional
Balance, as applicable, of the related Class. With respect to the Class A-R and Class A-R-II Certificates, 100%.
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 or managed by the Depositor, the Trustee or
any of their respective Affiliates or for which an Affiliate of the Trustee serves as an advisor:
(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) (A) demand and time deposits in, certificates of deposit of, bankers acceptances
issued by or federal funds sold by any depository institution or trust company (including the Trustee, or
its agents acting in their respective commercial capacities) incorporated under the laws of the United
States of America or any state thereof and subject to supervision and examination by federal and/or state
authorities, so long as, at the time of such investment or contractual commitment providing for such
investment, such depository institution or trust company or its ultimate parent has a short-term uninsured
debt rating in one of the two highest available rating categories of the Rating Agency and (B) any other
demand or time deposit or deposit which is fully insured by the FDIC;
(iii) repurchase obligations with respect to any security described in clause (i) above and
entered into with a depository institution or trust company (acting as principal) rated A or higher by the
Rating Agency;
(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, the District of Columbia or any State
thereof and that are rated by the Rating Agency in its highest long-term unsecured
rating categories 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) that is rated by the Rating Agency in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units of money market funds (which may be 12b-1 funds, as contemplated by the
Commission under the Investment Company Act of 1940) registered under the Investment Company Act
of 1940 including funds managed or advised by the Trustee or an affiliate thereof having the highest
applicable rating from the Rating Agency; and
(vii) if previously confirmed in writing to the Trustee, any other demand, money market or
time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agency
in writing as a permitted investment of funds backing securities having ratings equivalent to its highest
initial ratings 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 a non-U.S. 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.
Physical Certificates: The Class A-R and Class A-R-II Certificates.
PO Component: The PO-1 Component and the PO-2 Component as applicable.
PO Component Balance: As of any Closing Date and each PO Component, $50; thereafter, as
increased by amounts of Net Deferred Interest allocated to the Class X Certificates in respect of the related
Mortgage Loans as set forth in Section 5.02 herein.
PO-1 Component: The Principal-Only Component of the Class PO Certificates that relates to the
Group 1 Mortgage Loans.
PO-1 Component Principal Balance: As of the Closing Date, $50; thereafter, as increased by
amounts of Net Deferred Interest allocated to the Class X Certificates in respect of the Group 1 Mortgage Loan
as set forth in Section 5.02 herein.
PO-2 Component: The Principal-Only Component of the Class PO Certificates that relates to the
Group 2 Mortgage Loans.
PO-2 Component Principal Balance: As of the Closing Date, $50; thereafter, as increased by
amounts of Net Deferred Interest allocated to the Class X Certificates in respect of the Group 2 Mortgage Loan
as set forth in Section 5.02 herein.
Pool Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances, as of the
Close of Business on the first day of the month preceding the month in which such Distribution Date
occurs, of the Mortgage Loans that were Outstanding Mortgage Loans on that day.
Pool Collateral Balance: As to any Distribution Date, the Pool Balance plus the amount, if any, then
on deposit in the Prefunding Account; provided that the Pool Collateral Balance as of the Initial Cut-off Date
will include the Prefunded Amount.
Prefunded Amount: The amount deposited in the Prefunding Account on the Closing Date, which
shall equal $550,000,568.00.
Prefunding Account: The separate Eligible Account created and maintained by the Trustee pursuant
to Section 4.06(a) in the name of the Trustee for the benefit of the Certificateholders and designated U.S. Bank
National Association, in trust for registered holders of HarborView Mortgage Loan Trust 2005-10, Mortgage
Loan Pass-Through Certificates, Series 2005-10. Funds in the Prefunding Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement and shall not be a part of any REMIC
created hereunder; provided, however, that any investment income earned from Permitted Investments made
with funds in the Prefunding Account shall be for the account of the Depositor.
Prefunding Period: The period from the Closing Date until the earliest of (i) the date on which the
amount on deposit in the Prefunding Account is reduced to less than $100,000, (ii) an Event of Default occurs or
(iii) October 31, 2005.
Premium Amount: Each of the Class 1-A1B Premium Amount or Class 2-A1C1 Premium Amount,
as applicable.
Premium Proceeds: The amount by which the Termination Price paid in connection with the
termination pursuant to Section 10.01 exceeds the sum of unpaid principal and accrued and unpaid interest on
the Certificates (excluding any Basis Risk Shortfalls that remain unpaid) and unreimbursed Advances and
Servicing Advances.
Premium Rate: 0.10% per annum.
Prepayment Penalty Amount: With respect to any Mortgage Loan and each Distribution Date, all
premiums or charges, if any, paid by Mortgagors under the related Mortgage Notes as a result of full or partial
Principal Prepayments collected and retained by the Servicer during the immediately preceding Prepayment
Period, under the terms of the Servicing Agreement.
Prepayment Period: With respect to any Distribution Date the calendar month preceding the month
in which such Distribution Date occurs.
Primary Insurance Policy: Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as
evidenced by a policy or certificate.
Principal Balance: As to any Mortgage Loan, other than a Liquidated Mortgage Loan, and any day,
the related Cut-Off Date Principal Balance, minus all collections credited against the Principal Balance of such
Mortgage Loan after the Cut-Off Date, as increased by the amount of any Deferred Interest added to the
outstanding Principal Balance of such Mortgage Loan pursuant to the terms of the related Mortgage Note. For
purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to
the Principal Balance of the related Mortgage Loan as of the final recovery of related Liquidation Proceeds and
a Principal Balance of zero thereafter. As to any REO Property and any day, the Principal Balance of the related
Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property.
Principal Deficiency Amount: For any Distribution Date and for any Undercollateralized Group, the
excess, if any, of the aggregate Class Certificate Principal Balance and Component Principal Balance of such
Undercollateralized Group immediately prior to such Distribution Date over the sum of the Principal
Balances of the Mortgage Loans in the related Loan Group immediately prior to such Distribution Date.
Principal Distribution Amount: With respect to each Loan Group and any Distribution Date, the
sum of (a) each scheduled payment of principal collected or advanced on the related Mortgage Loans by the
Servicer in respect of the related Due Period, (b) that portion of the Purchase Price, representing principal of any
repurchased Mortgage Loan in that Loan Group, deposited to the Distribution Account during the related
Prepayment Period, (c) the principal portion of any related Substitution Adjustments with respect to that Loan
Group deposited in the Distribution Account during the related Prepayment Period, (d) the principal portion of
all Insurance Proceeds received during the related Prepayment Period with respect to Mortgage Loans in that
Loan Group that are not yet Liquidated Mortgage Loans, (e) the principal portion of all Net Liquidation
Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage Loans in that Loan
Group, (f) all Principal Prepayments in part or in full on Mortgage Loans in that Loan Group applied by the
Servicer during the related Prepayment Period, (g) all Recoveries related to that Loan Group received during the
calendar month preceding the month of that Distribution Date, (h) with respect to the Distribution Date
following the end of the Prefunding Period, any amounts remaining in the Prefunding Account (other than
investment earnings thereon) and (i) on the Distribution Date on which the Trust is to be terminated pursuant to
Section 10.01 hereof, that portion of the Termination Price in respect of principal for that Loan Group.
Principal-Only Component: Any of the PO-1 and PO-2 Component, as applicable.
Principal Prepayment: Any payment of principal made by the Mortgagor on a Mortgage Loan that
is received in advance of its scheduled Due Date and that 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: The Class B-10, Class B-11, Class B-12 and Class A-R-II Certificates.
Private Placement Memorandum: The Private Placement Memorandum dated August 31, 2005
relating to the initial sale of the Class B-10, Class B-11 and Class B-12 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Subordinate Certificates, the portion
of the Subordinate Principal Distribution Amount allocable to such Class, equal to the product of the (a)
Subordinate Principal Distribution Amount on such date and (b) a fraction, the numerator of which is the related
Class Certificate Principal Balance of that Class and the denominator of which is the aggregate of the Class
Certificate Principal Balances of all the Classes of Subordinate Certificates.
Proprietary Lease: With respect to any Cooperative Unit, a lease or occupancy agreement between a
Cooperative Corporation and a holder of related Cooperative Shares.
Prospectus: The Prospectus Supplement, together with the accompanying prospectus dated
February 22, 2005, relating to the Senior Certificates and the Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5, Class B-6, Class B-7, Class B-8 and Class B-9 Certificates.
Prospectus Supplement: The Prospectus Supplement dated August 26, 2005 relating to the initial
sale of the Senior Certificates and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-
7, Class B-8 and Class B-9 Certificates.
Purchase Agreement: The Master Mortgage Loan Purchase and Servicing Agreement, dated as of
April 1, 2003, as amended by that certain amendment dated November 1, 2004, between GCFP, as purchaser,
and Countrywide, as seller, as reconstituted by the Reconstitution Agreement, as the same may be amended
from time to time, and any assignments and conveyances related to the Mortgage Loans.
Purchase Price: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or
as contemplated by Section 2.03 hereof, and as confirmed by an Officers Certificate from the Seller to
the Trustee, an amount equal to the sum of (i) 100% of the Principal Balance thereof as of the date of purchase
(or such other price as provided in Section 10.01), plus (ii) in the case of (x) a Mortgage Loan, accrued interest
on such Principal Balance at the applicable Loan Rate (or if the servicer is repurchasing such Mortgage Loan,
the Loan Rate minus the Servicing Fee Rate) from the Due Date as to which interest was last covered by a
payment by the Mortgagor 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 Principal Balance at the applicable Loan Rate (or if
the servicer is repurchasing such Mortgage Loan, the Loan Rate minus the Servicing Fee Rate) from the Due
Date as to which interest was last covered by a payment by the Mortgagor 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, net of the total of all
net rental income, Insurance Proceeds and Liquidation Proceeds that as of the date of purchase had been
distributed as or to cover REO Imputed Interest, plus (iii) any unreimbursed Servicing Advances and any unpaid
Expense Fees allocable to such Mortgage Loan or REO Property, plus (iv) in the case of a Mortgage Loan
required to be purchased pursuant to Section 2.03 hereof, expenses reasonably incurred or to be incurred by the
Trustee in respect of the breach or defect giving rise to the purchase obligation and plus (v) any costs and
damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory- or
abusive-lending laws.
Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of
the state of its principal place of business and each state having jurisdiction over such insurer in connection with
the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage
guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by
it, approved as a Fannie Mae-approved mortgage insurer and having a claims paying ability rating of at least
AA or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer
with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.
Qualified 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, and not more than 5% less than, the Principal Balance of the Deleted
Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a
maximum loan rate not less than the Maximum Loan Rate of the Deleted Mortgage Loan, (iii) have a gross
margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv) have the same Index as the
Deleted Mortgage Loan, (v) have its next adjustment date not more than two months after the next Adjustment
Date of the Deleted Mortgage Loan, (vi) have a remaining term to maturity not greater than (and not more than
one year less than) that of the Deleted Mortgage Loan, (vii) be current as of the date of substitution, (viii) 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, (ix) have been underwritten or re-underwritten in accordance with the same or
substantially similar underwriting criteria and guidelines as the Deleted Mortgage Loan, (x) is of the same or
better credit quality as the Deleted Mortgage Loan and (xi) conform to each representation and warranty set
forth in Section 2.04 hereof 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 terms described in clause (vi) hereof shall be
determined on the basis of weighted average remaining term to maturity and the Loan-to-Value Ratio described
in clause (viii) 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 (x) hereof must be satisfied as
to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.
Rating Agency: S&P and Moodys. If any rating agency or its successor shall no longer be in
existence, Rating Agency shall include such nationally recognized statistical rating agency, or other
comparable Person, as shall have been designated by the Depositor, notice of which designation shall be
given to the Trustee.
Realized Loss: With respect to any Liquidated Mortgage Loan, the amount of loss realized equal to
the portion of the Principal Balance remaining unpaid after application of all Net Liquidation Proceeds in
respect of such Liquidated Mortgage Loan.
Recognition Agreement: With respect to any Cooperative Loan, an agreement between the related
Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in
the related Cooperative Property.
Reconstitution Agreement: The reconstituted servicing agreement dated as of August 1, 2005
among the Seller, Countrywide and the Servicer and acknowledged by the Trustee.
Record Date: With respect to each Distribution Date (other than the initial Distribution Date) and the
Class X and Class A-R Certificates, the last Business Day of the calendar month preceding the month in which
such Distribution Date occurs. With respect to each Distribution Date (other than the initial Distribution Date)
and the LIBOR Certificates, the last Business Day preceding that Distribution Date, unless any Class of LIBOR
Certificates are no longer Book-Entry Certificates, in which case the Record Date for such Class of LIBOR
Certificates shall be the last Business Day of the calendar month preceding the month in which that Distribution
Date occurs. With respect to the initial Distribution Date and all Classes of Certificates, the Closing Date.
Recovery: With respect to any Distribution Date and Mortgage Loan that became a Liquidated
Mortgage Loan in a month preceding the month prior to that Distribution Date and with respect to which the
related Realized Loss was allocated to one or more Classes of Certificates or Principal-Only Components, an
amount received in respect of such Liquidated Mortgage Loan during the prior calendar month, net of any
reimbursable expenses.
Reference Bank shall be a leading bank engaged in transactions in Eurodollar deposits in the
international Eurocurrency market, which shall not control, be controlled by, or be under common control with,
the Trustee and shall have an established place of business in London. Until all of the LIBOR Certificates are
paid in full, the Trustee will at all times retain at least four Reference Banks for the purpose of determining
LIBOR with respect to each LIBOR Determination Date. The Trustee initially shall designate the Reference
Banks (after consultation with the Depositor). If any such Reference Bank should be unwilling or unable to act
as such or if the Trustee should terminate its appointment as Reference Bank, the Trustee shall promptly appoint
or cause to be appointed another Reference Bank (after consultation with the Depositor). The Trustee shall have
no liability or responsibility to any Person for (i) the selection of any Reference Bank for purposes of
determining LIBOR or (ii) any inability to retain at least four Reference Banks which is caused by
circumstances beyond its reasonable control.
Refinancing Mortgage Loan: Any Mortgage Loan originated in connection with the refinancing of
an existing mortgage loan.
Regular Certificate: Any Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C1,
Class 2-A1C2, Class X, Class PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7,
Class B-8, Class B-9, Class B-10, Class B-11 or Class B-12 Certificate.
Regulation S: Regulation S promulgated under the Securities Act or any successor provision thereto,
in each case as the same may be amended from time to time; and all references to any rule, section or subsection
of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as
the case may be, or any successor thereto, in each case as the same may be amended from time to time.
Regulation S Global Security: The meaning specified in Section 6.01.
Relief Act: The Servicemembers Civil Relief Act, or any similar state or local law.
Relief Act Reductions: With respect to any Distribution Date and any Mortgage Loan as to which
there has been a reduction in the amount of interest collectible thereon for the most recently ended Due Period
as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on that
Mortgage Loan during such Due Period is less than (ii) one months interest on the Stated Principal Balance of
such Mortgage Loan at the Loan Rate for such Mortgage Loan before giving effect to the application of the
Relief Act.
REMIC: A real estate mortgage investment conduit within the meaning of Section 860D of the
Code.
REMIC Opinion: An Independent Opinion of Counsel, to the effect that the proposed action
described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to
qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited
transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any
REMIC created hereunder after the Startup Day.
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage
investment conduits which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code,
and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect
from time to time.
Remittance Report: The Servicers Remittance Report to the Trustee pursuant to the Servicing
Agreement providing information with respect to each Mortgage Loan which is provided no later than the 10
th
calendar day of each month and which shall contain such information as may be agreed upon by the Trustee and
which shall be sufficient to enable the Trustee to prepare the related Distribution Date Statement.
Rents from Real Property: With respect to any REO Property, gross income of the character
described in Section 856(d) of the Code.
REO Account: The account or accounts maintained by the Servicer in respect of an REO Property
pursuant to the Servicing Agreement.
REO Disposition: The sale or other disposition of an REO Property on behalf of the Trust.
REO Imputed Interest: As to any REO Property, for any calendar month during which such REO
Property was at any time part of the Trust Fund, one months interest at the applicable Net Loan Rate on the
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 Due Date in such calendar month.
REO Principal Amortization: With respect to any REO Property, for any calendar month, the
excess, if any, of (a) the aggregate of all amounts received in respect of such REO Property during such calendar
month, whether in the form of rental income, sale proceeds (including, without limitation, that portion of the
Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant
to Section 10.01 hereof that is allocable to such REO Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to the applicable provisions of the Servicing Agreement in respect of the proper operation,
management and maintenance of such REO Property or (ii) payable or reimbursable to the Servicer pursuant to
the applicable provisions of the Servicing Agreement for unpaid Servicing Fees in respect of the related
Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the
related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar
month.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in accordance with the applicable provisions of the Servicing
Agreement.
Request for Release: A release signed by a Servicing Officer, in the form of Exhibit F attached
hereto.
Required Reserve Fund Deposit: With respect to the Class X Certificates and any Distribution Date,
an amount equal to the lesser of (i) the Interest Distributable Amount for the Class X Certificates for such
Distribution Date (after giving effect to such Certificates share of any Net Deferred Interest and after any
reduction in the Interest Distributable Amount due to Net Interest Shortfalls on such Distribution Date) and (ii)
the amount required to bring the balance on deposit in the Basis Risk Reserve Fund up to an amount equal to the
Basis Risk Shortfalls for such Distribution Date with respect to the LIBOR Certificates (and with respect to the
Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates, after
giving effect to distributions of payments made pursuant to the Yield Maintenance Agreements).
Residential Dwelling: Any one of the following: (i) a detached one-family dwelling, (ii) a detached
two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project, (iv) a manufactured
home, (v) a cooperative unit or (vi) a detached one-family dwelling in a planned unit development, none of
which is a mobile home.
Residual Certificate: Each of the Class A-R and the Class A-R-II Certificates.
Responsible Officer: When used with respect to the Trustee or any director, the President, any vice
president, any assistant vice president, any associate or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and, with respect to a particular
matter, to whom such matter is referred because of such officers knowledge of and familiarity with the
particular subject.
Restricted Classes: As defined in Section 5.01(d).
Restricted Global Security: As defined in Section 6.01.
Sarbanes-Oxley Certification: A written certification covering, among other things, servicing of the
Mortgage Loans by the Servicer and signed by an officer of the Depositor that complies with (i) the Sarbanes-
Oxley 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 Sarbanes-Oxley 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 Sarbanes-Oxley 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 Depositor, materially more onerous than the form of the
required certification as of the Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the
Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new
requirements.
S&P: Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto.
Security Agreement: With respect to any Cooperative Loan, the agreement between the owner of the
related Cooperative Shares and the originator of the related Mortgage Note that defines the terms of the security
interest in such Cooperative Shares and the related Proprietary Lease.
Seller: GCFP, in its capacity as seller under this Agreement.
Senior Certificate: Any one of the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-
A1C1, Class 2-A1C2, Class X, Class PO, Class A-R or Class A-R-II Certificates.
Senior Certificate Group: Any of (a) the Class 1-A1A, Class 1-A1B and Class A-R Certificates with
respect to Loan Group 1 and (b) the Class 2-A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates
with respect to Loan Group 2.
Senior Certificateholder: Any Holder of a Senior Certificate.
Senior Credit Support Depletion Date: The date on which the Class Certificate Principal Balance of
each Class of Subordinate Certificates has been reduced to zero.
Senior Percentage: With respect to each Loan Group and any Distribution Date, the percentage
equivalent of a fraction the numerator of which is the aggregate of the Class Certificate Principal Balances and
Component Principal Balances of the Classes of Senior Certificates and Principal-Only Components relating to
that Loan Group immediately prior to such Distribution Date and the denominator of which is the Loan Group
Collateral Balance in the related Loan Group for such Distribution Date; provided, however, that on any
Distribution Date after a Senior Termination Date has occurred with respect to the Senior Certificates and
Principal-Only Component related to a Loan Group, the Senior Percentage for the related Loan Group will be
equal to 0% and; provided, further, that on any Distribution Date after a Senior Termination Date has occurred
with respect to the Senior Certificates and Principal-Only Component related to three Loan Groups, the Senior
Percentage of the Loan Group related to the remaining Senior Certificates and Principal-Only Component is the
percentage equivalent of a fraction, the numerator of which is the aggregate of the Certificate Principal Balances
of each remaining Class of Senior Certificates and Principal-Only Component immediately prior to such date
and the denominator of which is the aggregate of the Certificate Principal Balances of all Classes of Certificates,
immediately prior to such date.
Senior Prepayment Percentage: With respect to each Loan Group and any Distribution Date before
the Distribution Date in September 2015, 100%. Except as provided herein, the Senior Prepayment Percentage
for each Loan Group for any Distribution Date occurring on or after the tenth anniversary of the first
Distribution Date will be as follows: (i) from September 2015 through August 2016, the related Senior
Percentage plus 70% of the related Subordinate Percentage for that Distribution Date; (ii) from September 2016
through August 2017, the related Senior Percentage plus 60% of the related Subordinate Percentage for that
Distribution Date; (iii) from September 2017 through August 2018, the related Senior Percentage plus 40% of
the related Subordinate Percentage for that Distribution Date; (iv) from September 2018 through August 2019,
the related Senior Percentage plus 20% of the related Subordinate Percentage for that Distribution Date; and
(v) from and after September 2019, the related Senior Percentage for that Distribution Date; provided, however,
that there shall be no reduction in the Senior Prepayment Percentage for any Loan Group unless the Step Down
Conditions are satisfied; and provided, further, that if on any Distribution Date occurring on or after the
Distribution Date in September 2019, the Senior Percentage for any Loan Group exceeds the initial Senior
Percentage for such Loan Group, the related Senior Prepayment Percentage for that Distribution Date will again
equal 100%.
Notwithstanding the above, (i) if on any Distribution Date prior to September 2008 the Two Times Test
is satisfied, the Senior Prepayment Percentage for each Loan Group will equal the related Senior Percentage for
such Distribution Date plus 50% of an amount equal to 100% minus the related Senior Percentage for such
Distribution Date and (ii) if on any Distribution Date in or after September 2008 the Two Times Test is satisfied,
the Senior Prepayment Percentage for each Loan Group will equal the related Senior Percentage for such
Distribution Date.
Senior Principal Distribution Amount: With respect to each Loan Group and any Distribution Date,
the sum of:
(1) the related Senior Percentage of all amounts described in clauses (a) through (d) and
clause (h) of the definition of Principal Distribution Amount for that Distribution Date;
(2) with respect to each Mortgage Loan in that Loan Group which became a Liquidated
Mortgage Loan during the related Prepayment Period, the lesser of
(x) the related Senior Percentage of the Stated Principal Balance of that Mortgage
Loan; and
(y) the related Senior Prepayment Percentage of the amount of the Net Liquidation
Proceeds allocable to principal received with respect to that Mortgage Loan
(3) the related Senior Prepayment Percentage of the amounts described in clauses (f) and (g)
of the definition of Principal Distribution Amount.
Senior Termination Date: For each Senior Certificate Group and Principal-Only Component, the
Distribution Date on which the aggregate of the Class Certificate Principal Balances and related Component
Principal Balance of the related Senior Certificates and Principal-Only Component is reduced to zero.
Servicer: Countrywide Home Loans Servicing LP, as primary servicer of the Mortgage Loans as set
forth and as individually defined in the Mortgage Loan Schedule hereto and any successors thereto.
Servicer Remittance Date: The Remittance Date defined in the Servicing Agreement.
Servicing Account: Any account established and maintained by the Servicer with respect to the
related Mortgage Loans and any REO Property, pursuant to the terms of the Servicing Agreement.
Servicing Addendum: As defined in the Servicing Agreement.
Servicing Advances: With respect to the Servicer, all customary, reasonable and necessary out of
pocket costs and expenses (including reasonable attorneys fees and expenses) incurred by the Servicer in the
performance of its servicing obligations hereunder, including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings,
including foreclosures, (iii) the management and liquidation of the REO Property and (iv) compliance with the
obligations under Article III hereof or the Servicing Agreement.
Servicing Agreement: The Master Mortgage Loan Purchase and Servicing Agreement, dated as of
April 1, 2003, as amended by that certain amendment dated November 1, 2004, between GCFP, as purchaser,
and Countrywide, as seller, as reconstituted by the Reconstitution Agreement, as the same may be amended
from time to time, and any assignments and conveyances related to the Mortgage Loans.
Servicing Fee: With respect to the Servicer and each Mortgage Loan and for any calendar month, the
fee payable to the Servicer determined pursuant to the Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, the per annum servicing fee rate set forth
on the Mortgage Loan Schedule.
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and
servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing officers
furnished to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended.
Startup Day: As defined in Section 9.01(b) hereof.
Stated Principal Balance: With respect to any Mortgage Loan: (a) as of the Distribution Date in
September 2005, the Cut-Off Date Principal Balance of such Mortgage Loan, (b) thereafter as of any date of
determination up to and including the Distribution Date on which the proceeds, if any, of a Liquidation Event
with respect to such Mortgage Loan would be distributed, the Cut-Off Date Principal Balance of such Mortgage
Loan minus, in the case of each Mortgage Loan, the sum of (i) the principal portion of each Monthly Payment
due on a Due Date subsequent to the Cut-Off Date, whether or not received, (ii) all Principal Prepayments
received after the Cut-Off Date, to the extent distributed pursuant to Section 5.01 before such date of
determination and (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Servicer as recoveries of
principal in accordance with the applicable provisions of the Servicing Agreement, to the extent distributed
pursuant to Section 5.01 such date of determination; and (c) as of any date of determination 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; provided that, such Stated Principal Balance shall be increased by the amount of any
Deferred Interest added to the outstanding Principal Balance of such Mortgage Loan pursuant to the terms of the
related Mortgage Note. With respect to any REO Property: (x) as of any date of determination up to and
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, minus the
aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended
calendar months, to the extent distributed pursuant to Section 5.01 before such date of determination; and (y) as
of any date of determination 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.
Step Down Conditions: As of the first Distribution Date as to which any decrease in any Senior
Prepayment Percentage applies, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more
Delinquent (including Mortgage Loans in REO and foreclosure) (averaged over the preceding six month
period), as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of
Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized
Losses with respect to all of the Mortgage Loans do not exceed:
for any Distribution Date on or after the tenth anniversary of the first Distribution Date, 30% of
the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date,
for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 35%
of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing
Date,
for any Distribution Date on or after the twelfth anniversary of the first Distribution Date, 40% of
the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date,
for any Distribution Date on or after the thirteenth anniversary of the first Distribution Date, 45%
of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing
Date, and
for any Distribution Date on or after the fourteenth anniversary of the first Distribution Date,
50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the
Closing Date.
Strike Rate: With respect to any Distribution Date and each Yield Maintenance Agreement, the
strike rate listed on Schedule III hereto.
Subordinate Adjusted Cap Rate: For any Distribution Date and the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12
Certificates, the weighted average of the Group 1 Adjusted Cap Rate and the Group 2 Adjusted Cap Rate
(computed for this purpose without regard to the adjustment applicable to the Class 1-A1B and Class 2-
A1C1 Certificates), weighted on the basis of the Group Subordinate Amount for Loan Group 1 and Loan Group
2.

Subordinate Adjusted Net WAC: For any Distribution Date, the weighted average of the Group 1
Adjusted Net WAC and the Group 2 Adjusted Net WAC for such Distribution Date, weighted on the basis of the
Subordinate Component for Loan Group 1 and Loan Group 2 for such Distribution Date.

Subordinate Certificate: Any one of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 or Class B-12 Certificates.

Subordinate Class Expense Share: For each Class of Subordinate Certificates and each Accrual
Period, the Subordinate Class Expense Share shall be allocated in reverse order of their respective numerical
Class designations (beginning with the Class of Subordinate Certificates with the highest numerical Class
designation) and will be an amount equal to (i) the sum of, without duplication, (a) the amounts paid to the
Trustee from the Trust Fund during such Accrual Period pursuant to Section 8.05 hereof to the extent such
amounts were paid for ordinary or routine expenses and were not taken into account in computing the Net Loan
Rate of any Mortgage Loan and (b) amounts described in clause (y) of the definition of Available Funds herein
to the extent such amounts were paid for ordinary or routine expenses and were not taken into account in
computing the Net Mortgage Rate of any Mortgage Loan minus (ii) amounts taken into account under clause (i)
of this definition in determining the Subordinate Class Expense Share of any Class of Subordinate Certificates
having a higher numeric designation. In no event, however, shall the Subordinate Class Expense Share for any
Class of Subordinate Certificates and any Accrual Period exceed the product of (i) (a) the lesser of the Pass-
Through Rate for such Class or the applicable Adjusted Cap Rate, divided by (b) 12 and (ii) the Class Certificate
Principal Amount of such Class of Subordinate Certificates as of the beginning of the related Accrual Period.
Subordinate Component: With respect to each Loan Group and any Distribution Date, the excess of
the sum of the related Loan Group Balance for such Distribution Date plus any amount on deposit in the
Prefunding Account related to such Loan Group over the aggregate Class Certificate Principal Balance and
Component Principal Balance of the related Senior Certificate Group and Principal-Only Component
immediately preceding such Distribution Date. The designation 1 and 2 appearing after the corresponding
Loan Group designation is used to indicate a Subordinate Component allocable to Loan Group 1 and Loan
Group 2, respectively.
Subordinate Net WAC: For any Distribution Date, the weighted average of the Group 1 Net WAC
and the Group 2 Net WAC for such Distribution Date, weighted on the basis of the Subordinate Component for
Loan Group 1 and Loan Group 2 for such Distribution Date.

Subordinate Percentage: With respect to each Loan Group and any Distribution Date, the difference
between 100% and the related Senior Percentage for such Loan Group and Distribution Date; provided,
however, that on any Distribution Date occurring after a Senior Termination Date has occurred with respect to
the Senior Certificates and Principal-Only Components related to two Loan Groups, the Subordinate Percentage
will represent the entire interest of the Subordinate Certificates in the Mortgage Loans and will equal the
difference between 100% and the related Senior Percentage for such Distribution Date.

Subordinate Prepayment Percentage: With respect to each Loan Group and any Distribution Date,
the difference between 100% and the related Senior Prepayment Percentage for such Distribution Date.
Subordinate Principal Distribution Amount: With respect to each Loan Group and any
Distribution Date, an amount equal to the sum of for both Loan Groups:
(1) the related Subordinate Percentage of all amounts described in clauses (a) through (d) of the
definition of Principal Distribution Amount for that Loan Group and Distribution Date;
(2) with respect to each Mortgage Loan in such Loan Group that became a Liquidated Mortgage
Loan during the related Prepayment Period, the amount of the Net Liquidation Proceeds allocated to
principal received with respect thereto remaining after application thereof pursuant to clause (2) of the
definition of Senior Principal Distribution Amount for that Loan Group and Distribution Date, up to
the related Subordinate Percentage of the Stated Principal Balance of such Mortgage Loan; and
(3) the related Subordinated Prepayment Percentage of all amounts described in clause (f) of the
definition of Principal Distribution Amount for such Loan Group and Distribution Date;
provided, however, that on any Distribution Date occurring after a Senior Termination Date has occurred with
respect to the Senior Certificates and Principal-Only Component related to a Loan Group, the Subordinate
Principal Distribution Amount will not be calculated by Loan Group but will equal the amount calculated
pursuant to the formula set forth above based on the applicable Subordinate Percentage or Subordinate
Prepayment Percentage, as applicable, for such Distribution Date with respect to all the Mortgage Loans rather
than the Mortgage Loans in the related Loan Group only.
Subsequent Cut-off Date: With respect to any Subsequent Mortgage Loan, the later of (a) the first
day of the month of the conveyance of such Mortgage Loan to the Trust after giving effect to the monthly
payment on that date or (b) the date such Mortgage Loan was originated.
Subsequent Mortgage Loan: Any Mortgage Loan other than an Initial Mortgage Loan conveyed to
the Trust Fund pursuant to Section 2.01 hereof and to a Subsequent Transfer Agreement, which Mortgage Loan
shall be listed on the revised Mortgage Loan Schedule delivered pursuant to this Agreement and on Schedule A
to such Subsequent Transfer Agreement. When used with respect to a single Subsequent Transfer Date,
Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan conveyed to the Trust on that Subsequent
Transfer Date.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement substantially in the form of
Exhibit Q hereto, executed and delivered by and among the Depositor, the Seller and the Trustee and
acknowledged by the Servicer, as provided in Section 2.01(b) hereof.
Subsequent Transfer Date: For any Subsequent Transfer Agreement, the date the related
Subsequent Mortgage Loans are transferred to the Trust pursuant to the related Subsequent Transfer Agreement.
Substitution Adjustment: 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 the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be
filed on behalf of every REMIC created hereunder 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.
Termination Price: As defined in Section 10.01(a) hereof.
Transfer: Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 6.02(e)(ii) hereof.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.
Trust: HarborView Mortgage Loan Trust 2005-10, the trust created hereunder.
Trust Fund: 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, such Trust
Fund consisting of: (i) such Mortgage Loans 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, excluding
Prepayment Penalty Amounts, (ii) any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustees rights with respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositors rights under the Mortgage
Loan Purchase Agreement (including any security interest created thereby); (v) the Distribution Account
(subject to the last sentence of this definition), any 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; (vi) all right, title and interest of the Seller in and to the Servicing Agreement; (vii) the Basis Risk
Reserve Fund, the Prefunding Account and the Yield Maintenance Account; (viii) the rights of the Trust under
the Yield Maintenance Agreements; and (ix) the Certificate Insurance Policy. Notwithstanding the foregoing,
however, the Trust Fund specifically excludes (1) all payments and other collections of interest and principal
due on the Mortgage Loans on or before the Cut-Off Date and principal received before the Cut-Off Date
(except any principal collected as part of a payment due after the Cut-Off Date) and (2) all income and gain
realized from Permitted Investments of funds on deposit in the Distribution Account.
Trustee: U.S. Bank National Association, its successors and assigns, or any successor trustee
appointed as provided herein.
Trustee Certification: A certification of the Trustee substantially in the form of Exhibit P.
Trustee Fee: The monthly fee paid to the Trustee for its services rendered under this Agreement
calculated at the Trustee Fee Rate of the outstanding Principal Balance of each Mortgage Loan as of the first day
of the related Due Period.
Trustee Fee Rate: 0.0022% per annum.
Two Times Test: As to any Distribution Date, (i) the Aggregate Subordinate Percentage is at least
two times the Aggregate Subordinate Percentage as of the Closing Date; (ii) the aggregate of the Stated
Principal Balances of all Mortgage Loans Delinquent 60 days or more (including Mortgage Loans in REO and
foreclosure) (averaged over the preceding six-month period), as a percentage of the aggregate of the Class
Certificate Principal Balances of the Subordinate Certificates, does not equal or exceed 50%; and (iii) on or after
the Distribution Date in September 2008, cumulative Realized Losses do not exceed 30% of the Original
Subordinated Principal Balance or prior to the Distribution Date in September 2008, cumulative Realized Losses
do not exceed 20% of the Original Subordinated Principal Balance.
Undercollateralized Group: With respect to any Distribution Date and Loan Group, as to which the
aggregate Class Certificate Principal Balance and Component Principal Balance of the related classes of Senior
Certificates and Principal-Only Component, after giving effect to distributions pursuant to Section 5.01(a) on
such date, is greater than the Loan Group Balance of the related Loan Group for such Distribution Date.
Underwriters Exemption: Prohibited Transaction Exemption 90-59 (Exemption Application No. D-
8374), as amended by Prohibited Transaction Exemption 97-34 (Exemption Application Nos. D-10245 and D-
10246), as amended by Prohibited Transaction Exemption 2000-58 (Exemption Application No. D-10829) and
as amended by Prohibited Transaction Exemption 2002-41 (Exemption Application No. D-11077) (or any
successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of
Labor.
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 on such
Mortgaged Property.
United States Person or U.S. Person: A United States person within the meaning set forth in
Section 7701(a)(30) of the Code or successor provisions.
Unpaid Interest Shortfall Amount: With respect to each Class of Certificates (other than the Class
PO Certificates) and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution
Date, the amount, if any, by which (1)(a) the Monthly Interest Distributable Amount for that Class for the
immediately preceding Distribution Date exceeds (b) the aggregate amount distributed on that Class in respect
of such Monthly Interest Distributable Amount on the preceding Distribution Date plus (2) any such shortfalls
remaining unpaid from prior Distribution Dates.
Upper Tier REMIC: As described in the Preliminary Statement.
Value: With respect to any Mortgage Loan and the related Mortgaged Property, the lesser of:
(i) the value of such Mortgaged Property as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who
met the minimum requirements of Fannie Mae and Freddie Mac; and
(ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan;
provided, however, that in the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property is
based solely upon the value determined by an appraisal made for the originator of such Refinancing Mortgage
Loan at the time of origination by an appraiser who met the minimum requirements of Fannie Mae and Freddie
Mac.
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any
Certificate. 98% of the voting rights shall be allocated among the Classes of Regular Certificates (other than the
Class X Certificates), pro rata, based on a fraction, expressed as a percentage, the numerator of which is the
Class Certificate Principal Balance of such Class and the denominator of which is the aggregate of the Class
Certificate Principal Balances then outstanding, 1% of the voting rights shall be allocated to the Class X
Certificates and 1% of the voting rights shall be allocated to the Class A-R Certificate; provided, however, that
when none of the Regular Certificates is outstanding, 100% of the voting rights shall be allocated to the Holder
of the Class A-R Certificate. The voting rights allocated to a Class of Certificates shall be allocated among all
Holders of such Class, pro rata, based on a fraction the numerator of which is the Certificate Principal Balance
or Certificate Notional Balance, as applicable, of each Certificate of such Class and the denominator of which is
the Class Certificate Principal Balance or Class Certificate Notional Balance, as applicable, of such Class;
provided, however, that any Certificate registered in the name of the Trustee or any of its affiliates shall not be
included in the calculation of Voting Rights. No voting rights shall be allocated to the Class A-R-II Certificate.
Writedown Amount: The reduction described in Section 5.03(c).
Yield Maintenance Account: The separate trust account maintained and held by the Trustee pursuant
to Section 4.04, which account shall bear a designation clearly indicating that the funds deposited therein are
held in trust for the benefit of the Trust on behalf of the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B,
Class 2-A1C1, Class 2-A1C2 and Class X Certificateholders, and which account provides that the Trustee may
make, or cause to be made, withdrawals therefrom in accordance with Section 4.04.
Yield Maintenance Agreement: Each of the Class 1-A1A Yield Maintenance Agreement, Class 1-
A1B Yield Maintenance Agreement, Class 2-A1A, Class 2-A1B and Class 2-A1C2 Yield Maintenance
Agreement and Class 2-A1C1 Yield Maintenance Agreement
Yield Maintenance Distributable Amount: With respect to each Distribution Date and each of the
Yield Maintenance Agreements, an amount equal to the product of (i) the excess, if any, of (x) LIBOR, subject
to a maximum of 11.00%, over (y) the applicable Strike Rate, (ii) the related Yield Maintenance
Notional Balance and (iii) a fraction, the numerator of which is the actual number days in the related interest
Accrual Period and the denominator of which is 360.
Yield Maintenance Notional Balance: For the Class 1-A1A Yield Maintenance Agreement and any
Distribution Date, the lesser of (i) the amount set forth on Schedule III hereto and (ii) the Class Certificate
Principal Balance of the Class 1-A1A Certificates. For the Class 1-A1B Yield Maintenance Agreement and any
Distribution Date, the lesser of (i) the amount set forth on Schedule III hereto and (ii) the Class Certificate
Principal Balance of the Class 1-A1B Certificates. For the Class 2-A1A, Class 2-A1B and Class 2-A1C2 Yield
Maintenance Agreement and any Distribution Date, the lesser of (i) the amount set forth on Schedule III hereto
and (ii) the aggregate Class Certificate Principal Balance of the Class 2-A1A, Class 2-A1B and Class 2-A1C2
Certificates. For the Class 2-A1C1 Yield Maintenance Agreement and any Distribution Date, the lesser of (i)
the amount set forth on Schedule III hereto and (ii) the Class Certificate Principal Balance of the Class 2-A1C1
Certificates.
Yield Maintenance Payment: The payment remitted to the Trustee by the Yield Maintenance
Provider under the related Yield Maintenance Agreement.
Yield Maintenance Provider: Swiss Re Financial Products Corporation.
SECTION 1.02. Accounting.
Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are
required to be netted, subtracted or added or any distributions are taken into account such definition or
calculation and any related definitions or calculations shall be determined without duplication of such functions.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) 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 all the
right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in
and to (i) each Initial Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off
Date Principal Balance, all interest due thereon after the Initial Cut-Off Date and all collections in respect of
interest and principal due after the Initial Cut-Off Date; (ii) all the Depositors right, title and interest in and to
the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution
Account; (iii) any real property that secured each such Initial Mortgage Loan and that has been acquired by
foreclosure or deed in lieu of foreclosure; (iv) the Depositors interest in any insurance policies in respect of the
Initial Mortgage Loans; (v) any such amounts as may be deposited into and held by the Trustee in the
Prefunding Account; (vi) all proceeds of any of the foregoing; and (vii) all other assets included or to be
included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor after the
Cut-Off Date with respect to the Initial Mortgage Loans. In exchange for such transfer and assignment, the
Depositor shall receive the Certificates. The Depositor hereby directs the Trustee to execute, not in its
individual capacity, but solely as Trustee on behalf of the Trust, and deliver the Yield Maintenance Agreements.

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the
Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the
Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement.
The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under
the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for
such purpose, it were the Depositor or the Seller, as applicable, including the Sellers right to enforce remedies
for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale,
transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or
assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with
the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein.
In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The
Bank of New York as Custodian, and (ii) the Seller, on behalf of the Depositor, does hereby deliver on the
Closing Date, unless otherwise specified in this Section 2.01 or the BONY Custodial Agreement, to, and deposit
with the Trustee, or the Custodian as its designated agent, the following documents or instruments with respect
to each Mortgage Loan (a Mortgage File) so transferred and assigned:
(i) the original Mortgage Note, endorsed either on its face or by allonge attached thereto in blank or
in the following form: Pay to the order of U.S. Bank National Association, as Trustee for
HarborView Mortgage Loan Trust 2005-10, Mortgage Loan Pass-Through Certificates, Series
2005-10, without recourse, or with respect to any lost Mortgage Note, an original Lost Note
Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a
copy of the related Mortgage Note; provided, however, that such substitutions of Lost Note
Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans the
aggregate Cut-Off Date Principal Balance of which is less than or equal to 2% of the Cut-Off
Date Aggregate Principal Balance;
(ii) except as provided below, for each Mortgage Loan that is not a MERS Mortgage Loan, the
original Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting
the presence of the MIN for that Mortgage Loan and either language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a
MOM Loan at origination, the original Mortgage and the assignment to MERS, in each case with
evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was
executed pursuant to a power of attorney, with evidence of recording thereon or, if such
Mortgage or power of attorney has been submitted for recording but has not been returned from
the applicable public recording office, has been lost or is not otherwise available, a copy of such
Mortgage or power of attorney, as the case may be, together with an Officers Certificate of the
Seller certifying that the copy of such Mortgage delivered to the Trustee (or its Custodian) is a
true copy and that the original of such Mortgage has been forwarded to the public recording
office, or, in the case of a Mortgage that has been lost, a copy thereof (certified as provided for
under the laws of the appropriate jurisdiction) and a written Opinion of Counsel (delivered at the
Sellers expense) acceptable to the Trustee and the Depositor that an original recorded Mortgage
is not required to enforce the Trustees interest in the Mortgage Loan;
(iii) the original of each assumption, modification or substitution agreement, if any, relating to the
Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot
be delivered on or prior to the Closing Date because of a delay caused by the public recording
office where such assumption, modification or substitution agreement has been delivered for
recordation, a photocopy of such assumption, modification or substitution agreement, pending
delivery of the original thereof, together with an Officers Certificate of the Seller, title company,
escrow agent or closing attorney certifying that the copy of such assumption, modification or
substitution agreement delivered to the Trustee (or its Custodian) on behalf of the Trust is a true
copy and that the original of such agreement has been forwarded to the public recording office;
(iv) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment of
Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned to
U.S. Bank National Association, as Trustee for HarborView Mortgage Loan Trust 2005-10,
Mortgage Loan Pass-Through Certificates, Series 2005-10, without recourse;
(v) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original copy of any
intervening Assignment of Mortgage showing a complete chain of assignments, or, in the case of
an intervening Assignment of Mortgage that has been lost, a written Opinion of Counsel
(delivered at the Sellers expense) acceptable to the Trustee that such original intervening
Assignment of Mortgage is not required to enforce the Trustees interest in the Mortgage Loans;
(vi) the original Primary Insurance Policy, if any, or certificate, if any;
(vii) the original or a certified copy of lenders title insurance policy; and
(viii) with respect to any Cooperative Loan, the Cooperative Loan Documents.

In connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will take (or
shall cause the Servicer to take), at the expense of the Seller (with the cooperation of the Depositor and the
Trustee, such actions as are necessary to cause the MERS System to indicate that such Mortgage Loans have
been assigned by the Seller to the Trustee in accordance with this Agreement (or any Subsequent Transfer
Agreement) for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans
that are repurchased in accordance with this Agreement) in such computer files the information required by the
MERS System to identify the series of the Certificates issued in connection with the transfer of such Mortgage
Loans to the HarborView Mortgage Loan Trust 2005-10.
With respect to each Cooperative Loan the Seller, on behalf of the Depositor does hereby deliver to the
Trustee the related Cooperative Loan Documents and the Seller will take (or cause the Servicer to take), at the
expense of the Seller (with the cooperation of the Depositor and the Trustee, such actions as are necessary under
applicable law (including but not limited to the relevant UCC) in order to perfect the interest of the Trustee in
the related Mortgaged Property.
Assignments of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage Loan
(other than a Cooperative Loan) shall be recorded; provided, however, that such assignments need not be
recorded if, in the Opinion of Counsel (which must be from Independent Counsel and not at the expense of the
Trust or the Trustee) acceptable to the Trustee and the Rating Agency, recording in such states is not required to
protect the Trustees interest in the related Mortgage Loans; provided, further, notwithstanding the delivery of
any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Seller (or the
Seller will cause the Servicer to submit each such assignment for recording), at the cost and expense of the
Seller, in the manner described above, at no expense to the Trust or Trustee, upon the earliest to occur of (1)
reasonable direction by the Majority Certificateholders, (2) the occurrence of a bankruptcy or insolvency
relating to the Seller or the Depositor, or (3) with respect to any one Assignment of Mortgage, the occurrence of
a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Subject to the
preceding sentence, as soon as practicable after the Closing Date (but in no event more than three months
thereafter except to the extent delays are caused by the applicable recording office), the Seller shall properly
record (or the Seller will cause the Servicer to properly record), at the expense of the Seller (with the
cooperation of the Depositor and the Trustee or the Custodian on behalf of the Trustee), in each public recording
office where the related Mortgages are recorded, each assignment referred to in Section 2.01(v) above with
respect to a Mortgage Loan that is not a MERS Mortgage Loan.
If the original lenders title insurance policy, or a certified copy thereof, was not delivered pursuant to
Section 2.01(x) above, the Seller shall deliver or cause to be delivered to the Trustee the original or a copy of a
written commitment or interim binder or preliminary report of title issued by the title insurance or escrow
company, with the original or a certified copy thereof to be delivered to the Trustee, promptly upon receipt
thereof, but in any case within 175 days of the Closing Date. The Seller shall deliver or cause to be
delivered to the Trustee, promptly upon receipt thereof, any other documents constituting a part of a Mortgage
File received with respect to any Mortgage Loan sold to the Depositor by the Seller, including, but not limited
to, any original documents evidencing an assumption or modification of any Mortgage Loan.
All original documents that are not delivered to the Custodian on behalf of the Trust shall be held by the
Servicer in trust for the Trustee, for the benefit of the Trust and the Certificateholders.
The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase
Agreement.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign,
sets over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in
and to each Subsequent Mortgage Loan included on the Mortgage Loan Schedule, including the related Cut-Off
Date Principal Balance, all interest due thereon after the Subsequent Cut-Off Date and all collections in respect
of interest and principal due after the Subsequent Cut-Off Date; (ii) all the Depositors right, title and interest in
and to the Distribution Account and all amounts from time to time credited to and the proceeds of the
Distribution Account; (iii) any real property that secured each such Subsequent Mortgage Loan and that has
been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositors interest in any insurance policies
in respect of the Subsequent Mortgage Loans; (v) all proceeds of any of the foregoing; and (vi) all other assets
included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the
Depositor after the Subsequent Cut-Off Date with respect to the Subsequent Mortgage Loans.
Upon one Business Days prior written notice to the Trustee, the Servicer and the Rating Agencies, on
any Business Day designated by the Depositor during the Prefunding Period, the Depositor, the Seller, the
Trustee and the Servicer shall complete, execute and deliver a Subsequent Transfer Agreement so long as no
Rating Agency has provided notice that the execution and delivery of such Subsequent Transfer Agreement will
result in a reduction or withdrawal of the ratings assigned to the Certificates on the Closing Date (without regard
to the Certificate Insurance Policy).
The transfer of Subsequent Mortgage Loans and the other property and rights relating to them on a
Subsequent Transfer Date is subject to the satisfaction of each of the following conditions:
(i) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies the
representations and warranties applicable to it under this Agreement as of the applicable Subsequent
Transfer Date; provided, however, that with respect to a breach of a representation and warranty with
respect to a Subsequent Mortgage Loan, the obligation under Section 2.03 of this Agreement of the
Seller or Originator, as applicable, to cure, repurchase or replace such Subsequent Mortgage Loan shall
constitute the sole remedy against the Seller or Originator, as applicable, respecting such breach
available to Certificateholders, the Depositor or the Trustee;
(ii) the Trustee, the Certificate Insurer and the Rating Agencies are provided with an Opinion
of Counsel or Opinions of Counsel, at the expense of the Depositor, with respect to the qualification of
each REMIC created pursuant to this Agreement as a REMIC, to be delivered as provided pursuant to
Section 2.01(b);
(iii) the Rating Agencies, the Certificate Insurer and the Trustee are provided with an Opinion
of Counsel or Opinions of Counsel, at the expense of the Depositor, with respect to the characterization
of the transfer of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date as a sale,
to be delivered as provided pursuant to Section 2.01(b);
(iv) the execution and delivery of such Subsequent Transfer Agreement or conveyance of the
related Subsequent Mortgage Loans does not result in a reduction or withdrawal of any
ratings assigned to the Certificates on the Closing Date by the Rating Agencies (without regard to the
Certificate Insurance Policy);
(v) each Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as
of its Subsequent Transfer Date;
(vi) each Subsequent Mortgage Loan may not have a final maturity date later than October
2035;
(vii) the remaining term to stated maturity of each Subsequent Mortgage Loan will not exceed
30 years;
(viii) each Subsequent Mortgage Loan will have an LTV ratio not greater than 100.0%;
(ix) each Subsequent Mortgage Loan will have a Stated Principal Balance not greater than
$3,000,000;
(x) each Subsequent Mortgage Loan will have a first payment date no later than November
2005;
(xi) each Subsequent Mortgage Loan will have a gross loan rate equal to, or in excess of,
1.000% per annum;
(xii) no Subsequent Mortgage Loan will be subject to the Homeownership and Equity
Protection Act of 1994 or any comparable state or local law;
(xiii) the aggregate pool of Subsequent Mortgage Loans is acceptable to the Rating Agencies
either by written or verbal communication;
(xiv) following the purchase of such Subsequent Mortgage Loans by the Trust, the Mortgage
Loans, including the Subsequent Mortgage Loans, will have the following characteristics
as of their respective Cut-off Dates:
with respect to Loan Group 1:
(1) a weighted average loan rate of not less than 2.75% per annum;
(2) a weighted average remaining term to stated maturity of no more than 360
months;
(3) a weighted average original LTV ratio of not more than 78.90%;
(4) a weighted average credit score of not less than 700;
(5) no more than 44.0% of the Group 1 Mortgage Loans, by Cut-off Date Aggregate
Principal Balance, will be concentrated in one state; and
Principal Balance, will relate to non-owner occupied properties.
with respect to Loan Group 2:
(1) a weighted average loan rate of not less than 2.65% per annum;
(2) a weighted average remaining term to stated maturity of no more than 360
months;
(3) a weighted average original LTV ratio of not more than 75.40%;
(4) a weighted average credit score of not less than 700;
Principal Balance, will be concentrated in one state; and
Principal Balance, will relate to non-owner occupied properties.
(v) neither the Seller nor the Depositor shall be insolvent or shall be rendered insolvent as a
result of such transfer;
(vi) no Event of Default has occurred hereunder;
(vii) the Depositor shall have delivered to the Trustee an Officers Certificate confirming the
satisfaction of each of these conditions precedent; and
(viii) each Mortgage Loan constitutes a qualified mortgage within the meaning of Section
860G(a)(3) of the Code.
Upon (1) delivery to the Trustee by the Depositor of the Opinions of Counsel referred to in this Sections
2.01(b) below, (2) delivery to the Trustee by the Depositor of a revised Mortgage Loan Schedule reflecting the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and the related Subsequent Mortgage
Loans and (3) delivery to the Trustee by the Depositor of an Officers Certificate confirming the satisfaction of
each of the conditions precedent set forth above in this Section 2.01(b), the Trustee shall remit to the Depositor
the Aggregate Subsequent Transfer Amount related to the Subsequent Mortgage Loans transferred by the
Depositor on such Subsequent Transfer Date from funds in the Prefunding Account.
The Trustee shall not be required to investigate or otherwise verify compliance with the conditions set
forth in the preceding paragraph, except for its own receipt of documents specified above, and shall be entitled
to rely on the required Officers Certificate.
SECTION 2.02. Acceptance by Trustee.
The Trustee, by execution and delivery hereof, acknowledges receipt by it or by the Custodian on its
behalf of the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to
review thereof by the Custodian on behalf of the Trustee and declares that it holds or will hold all other assets
included in the definition of Trust Fund in trust for the exclusive use and benefit of all present and future
Certificateholders.
The Trustee (or the Custodian, on behalf of the Trustee) agrees to execute and deliver to the Depositor
on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any
exceptions noted), substantially in the form attached as Exhibit G-1 hereto.
The Trustee or the Custodian on behalf of the Trustee agrees, for the benefit of the Certificateholders,
agrees to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and the
Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days
after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of
receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment
thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this
Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated,
damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the
foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of
the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee and the Custodian on its behalf are under no duty or
obligation to inspect, review or examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on their face.
No later than 180 days after the Closing Date, the Trustee or the Custodian on behalf of the Trustee shall
deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing
the completeness of the Mortgage Files, with any applicable exceptions noted thereon.
Upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification
of such breach) 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 that materially adversely affects such Mortgage
Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties to this Agreement.
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 and that such property not be
part of the Depositors 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 Depositors 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 (or the Custodian, on behalf of the Trustee) agrees to execute and deliver to the Depositor
on or prior to each Subsequent Transfer Date an acknowledgment of receipt of the original Mortgage Note (with
any exceptions noted), substantially in the form attached as Exhibit G-1 hereto.
The Trustee or the Custodian on behalf of the Trustee agrees, for the benefit of the Certificateholders,
agrees to review each Mortgage File delivered to it for the Subsequent Mortgage Loans and to certify and
deliver to the Depositor, the Seller and the Rating Agency an interim certification in substantially the form
attached hereto as Exhibit G-2, within 45 days after each Subsequent Transfer Date that, as to each Subsequent
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage Loan paid in full or
any Subsequent Mortgage Loan specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this
Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated,
damaged or torn and relate to such Subsequent Mortgage Loan and (iii) based on its examination and only as to
the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii)
of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee and the Custodian on its behalf are under no duty or
obligation to inspect, review or examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on their face.
No later than 90 days after each Subsequent Transfer Date, the Trustee or the Custodian on behalf of the
Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-
3 (or a substantially similar form) evidencing the completeness of the Mortgage Files, with any applicable
exceptions noted thereon.
If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the
Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of
Section 2.01(b), the Trustee shall cause the Custodian to list such as an exception in the Final Certification;
provided, however that the Trustee shall not make any determination as to whether (i) any endorsement is
sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in
and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of
and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller or
Originator, as applicable, shall cure any such defect or repurchase or substitute for any such Mortgage Loan in
accordance with this Section 2.02.
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Originator and the Seller.
(a) Upon its discovery or receipt of written notice of any materially defective document in, or that a
document is missing from, a Mortgage File or of the breach by the Originator of any representation, warranty or
covenant under the Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the
value of that Mortgage Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify
the Originator of such defect, missing document or breach and request that the Originator deliver such missing
document or cure such defect or breach within 90 days from the date that the Seller was notified of such missing
document, defect or breach, and if the Originator does not deliver such missing document or cure such defect or
breach in all material respects during such period, the Trustee shall enforce the Originators obligation under the
Purchase Agreement and cause the Originator to repurchase that Mortgage Loan from the Trust Fund at the
Repurchase Price (as defined in the Purchase Agreement) on or prior to the Determination Date following the
expiration of such 90 day period. It is understood and agreed that the obligation of the Originator 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 shall constitute the sole
remedy against the Originator respecting such omission, defect or breach available to the Trustee on behalf of
the Certificateholders.
(b) Upon discovery or receipt of written notice of the breach by the Seller of any representation,
warranty or covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 or Section 2.08 hereof in
respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest
therein of the Certificateholders, the Trustee (or the Custodian on behalf of the Trustee) shall promptly notify
the Seller of such breach and request that the Seller cure such breach within 90 days from the date that the Seller
was notified of such breach, and if the Seller does not cure such breach in all material respects during such
period, the Trustee shall enforce the Sellers obligation under the Mortgage Loan Purchase Agreement and cause
the Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the
Determination Date following the expiration of such 90 day period (subject to Section 2.03(e) below); provided,
however, that, in connection with any such breach that could not reasonably have been cured within such 90 day
period, if the Seller shall have commenced to cure such breach within such 90 day period, the Seller shall be
permitted to proceed thereafter diligently and expeditiously to cure the same within the additional period
provided under the Mortgage Loan Purchase Agreement; and, provided further, that, in the case of the breach of
any representation, warranty or covenant made by the Seller in Section 2.04 hereof, the Seller shall be obligated
to cure such breach or purchase the affected Mortgage Loans for the Purchase Price or, if the Mortgage Loan or
the related Mortgaged Property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of
the Purchase Price, any excess of the Purchase Price over the Net Liquidation Proceeds received upon such sale.

(c) The Purchase Price or Repurchase Price (as defined in the Servicing Agreement) for a Mortgage
Loan repurchased hereunder or such other amount due shall be deposited in the Distribution Account on or prior
to the next Determination Date after the Originators or Sellers obligation to repurchase such Mortgage Loan
arises. Upon receipt of the related deposit in the Distribution Account, the Trustee shall cause the Custodian to
release to the Originator or Seller, as applicable, the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, representation or warranty, as the
Originator or Seller, as applicable, shall furnish to it and as shall be necessary to vest in the
Originator or Seller, as applicable, any Mortgage Loan released pursuant hereto and the Trustee and the
Custodian shall have no further responsibility with regard to such Mortgage File (it being understood that the
Trustee and Custodian shall have no responsibility for determining the sufficiency of such assignment for its
intended purpose).
(d) Notwithstanding anything to the contrary set forth above, with respect to any breach by the Seller of
a representation or warranty made by the Seller herein or in the Mortgage Loan Purchase Agreement that
materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of
the Certificateholders, if the Seller would not be in breach of such representation or warranty but for a breach by
the Originator of a representation and warranty made by the Originator in the Servicing Agreement, then the
Originator thereunder, in the manner and to the extent set forth therein, and not the Seller, hereunder shall be
required to remedy such breach.
The Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement
including, without limitation, any obligation of the Seller to purchase a Mortgage Loan on account of a breach
of a representation, warranty or covenant as described in this Section 2.03(b).
(e) If pursuant to the provisions of Section 2.03(b), the Seller repurchases or otherwise removes from the
Trust Fund a Mortgage Loan that is a MERS Mortgage Loan, the Seller shall take (or shall cause the Servicer to
take), at the expense of the Seller (with the cooperation of the Depositor and the Trustee), such actions as are
necessary either (i) cause MERS to execute and deliver an Assignment of 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 or (ii) cause MERS to designate on the
MERS System the Seller or its designee as the beneficial holder of such Mortgage Loan.
(f) [Reserved].
(g) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant
to Section 2.03(a) above must be effected prior to the last Business Day that is within two years after the
Closing Date. 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 Custodian, on behalf
of the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the
Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon,
as are required by Section 2.01 hereof, together with an Officers Certificate stating that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment (as
described below), if any, in connection with such substitution; provided, however, that, in the case of any
Qualified Substitute Mortgage Loan that is a MERS Mortgage Loan, the Seller shall provide such documents
and take such other action with respect to such Qualified Substitute Mortgage Loans as are required pursuant to
Section 2.01 hereof. The Custodian, on behalf of the Trustee, shall acknowledge receipt for such Qualified
Substitute Mortgage Loan or Loans and, within five Business Days thereafter, shall review such documents as
specified in Section 2.02 hereof and deliver to the Servicer, with respect to such Qualified Substitute Mortgage
Loan or Loans, a certification substantially in the form attached hereto as Exhibit G-2, with any exceptions
noted thereon. Within 180 days of the date of substitution, the Custodian, on behalf of the Trustee, shall deliver
to the Seller a certification substantially in the form of Exhibit G-3 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any exceptions noted thereon. 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
collections and recoveries in respect of such Deleted Mortgage Loan in the Due Period preceding the month of
substitution and the Depositor or the Seller, as the case may be, shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. The Seller shall give or cause to be given
written notice to the Certificateholders that such substitution has taken place, shall amend the Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such Qualified Substitute Mortgage
Loan or Loans shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this
Agreement and, in the case of a substitution effected by the Seller, the Mortgage Loan Purchase Agreement,
including, in the case of a substitution effected by the Seller all representations and warranties thereof included
in the Mortgage Loan Purchase Agreement and all representations and warranties thereof set forth in Section
2.04 hereof, 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 Seller shall determine, and provide written certification to the Trustee and
the Seller as to the amount (each, a Substitution Adjustment), if any, by which the aggregate Purchase Price
of all such Deleted Mortgage Loans exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan,
of the principal balance thereof as of the date of substitution, together with one months interest on such
principal balance at the applicable Net Loan Rate. On or prior to the next Determination Date after the Sellers
obligation to repurchase the related Deleted Mortgage Loan arises, the Seller will deliver or cause to be
delivered to the Trustee for deposit in the Distribution Account an amount equal to the related Substitution
Adjustment, if any, and the Custodian, on behalf of the Trustee, upon receipt of the related Qualified Substitute
Mortgage Loan or Loans, shall release to the Seller the related Mortgage File or Files and 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 an Opinion of Counsel to
the effect that such substitution (either specifically or as a class of transactions) will not cause an Adverse
REMIC Event. If such Opinion of Counsel cannot be delivered, then such substitution may only be effected at
such time as the required Opinion of Counsel can be given.
(h) Upon discovery by the Seller, the Depositor 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. In connection
therewith, the Seller shall repurchase or, subject to the limitations set forth in Section 2.03(e), 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. Any such repurchase or
substitution shall be made in the same manner as set forth in Section 2.03(b) above, if made by the Seller. The
Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and
on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or
warranty.
(i) Notwithstanding the foregoing, to the extent that any fact, condition or event with respect to a
Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Originator under the
applicable Purchase Agreement and (ii) a representation or warranty of the Seller under this Agreement, in each
case, which materially adversely affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall first request that the Originator cure such breach or repurchase such
Mortgage Loan and if the Originator fails to cure such breach or repurchase such Mortgage Loan within 60 days
of receipt of such request from the Trustee, the Trustee shall then request that the Seller cure such breach or
repurchase such Mortgage Loans.
SECTION 2.04. Representations and Warranties of the Seller with Respect to the Mortgage Loans.
The Seller hereby makes the following representations and warranties to the Trustee on behalf of the
Certificateholders and the Certificate Insurer as of the Closing Date with respect to the Initial Mortgage Loans
and as of the Subsequent Transfer Date with respect to any Subsequent Mortgage Loan:
(i) Each Mortgage Loan at the time it was made complied in all material respects with
applicable local, state, and federal laws, including, but not limited to, all applicable
predatory and abusive lending laws.
(ii) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, (as such
terms are defined in the then current Standard & Poors LEVELS Glossary, Appendix E, in effect as of
the Closing Date) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is governed by the Georgia Fair Lending Act;
(iii) With respect to each representation and warranty with respect to any Mortgage Loan
made by the Originator in the Purchase Agreement that is made as of the related Closing Date (as
defined in the Purchase Agreement), to the Sellers knowledge, no event has occurred since the related
Closing Date (as defined in the Purchase Agreement) that would render such representations and
warranties to be untrue in any material respect; and
(iv) Each Group 1 Mortgage Loan has an original principal balance that conforms to Freddie
Mac guidelines in effect as of the Closing Date.
With respect to the representations and warranties in this Section 2.04 that are made to the Sellers
knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller, the
Certificate Insurer or the Trustee that the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the
Certificateholders then, notwithstanding the Sellers lack of knowledge with respect to the substance of such
representation and warranty being inaccurate at the time the representation or warranty was made, such
inaccuracy shall be deemed a breach of the applicable representation or warranty.
It is understood and agreed that the representations and warranties in this Section 2.04 shall survive
delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Certificateholders
notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the
Depositor, the Seller, the Certificate Insurer or the Trustee of a breach of any of the foregoing representations
and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties,
and in no event later than two Business Days from the date of such discovery. It is understood and agreed that
the obligations of the Seller set forth in Section 2.03(b) hereof to cure, substitute for or repurchase a related
Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the
Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties
incorporated in this Section 2.04.
SECTION 2.05. [Reserved].
SECTION 2.06. Representations and Warranties of the Depositor.
The Depositor represents and warrants to the Trustee on behalf of the Certificateholders and the
Certificate Insurer as follows:
(i) this agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect affecting the enforcement of creditors rights in general an except as such enforceability may be
limited by general principles of equity (whether considered in a proceeding at law or in equity);
(ii) immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of
the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan
(insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation
interest, mortgage, security interest, pledge, charge or other encumbrance or other interest
of any nature;
(iii) as of the Closing Date, the Depositor has transferred all right, title and interest in the
Mortgage Loans to the Trustee on behalf of the Trust;
(iv) the Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust
with any intent to hinder, delay or defraud any of its creditors;
(v) the Depositor has been duly incorporated and is validly existing as a corporation in good
standing under the laws of Delaware, with full corporate power and authority to own its assets and
conduct its business as presently being conducted;
(vi) the Depositor is not in violation of its certificate of incorporation or by-laws or in default
in the performance or observance of any material obligation, agreement, covenant or condition contained
in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the
Depositor is a party or by which it or its properties may be bound, which default might result in any
material adverse changes in the financial condition, earnings, affairs or business of the Depositor or
which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;
(vii) the execution, delivery and performance of this Agreement by the Depositor, and the
consummation of the transactions contemplated hereby, do not and will not result in a material breach or
violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which
the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of
the Depositor is subject, nor will such actions result in any violation of the provisions of the certificate of
incorporation or by-laws of the Depositor or, to the best of the Depositors knowledge without
independent investigation, any statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such
conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of
the Depositor to perform its obligations under this Agreement);
(viii) to the best of the Depositors knowledge without any independent investigation,
no consent, approval, authorization, order, registration or qualification of or with any court or
governmental agency or body of the United States or any other jurisdiction is required for the issuance of
the Certificates, or the consummation by the Depositor of the other transactions contemplated by this
Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be
required under State securities or blue sky laws, (b) have been previously obtained or (c) the failure of
which to obtain would not have a material adverse effect on the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement; and
(ix) there are no actions, proceedings or investigations pending before or, to the Depositors
knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a
party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor
would have a material adverse effect on the business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the
issuance of the Certificates or the consummation by the Depositor of any of the transactions
contemplated by this Agreement, as the case may be; or (d) which might materially and adversely affect
the performance by the Depositor of its obligations under, or the validity or enforceability of, this
Agreement.
SECTION 2.07. Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or to the
Custodian of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02 hereof, together with the
assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written
request of the Depositor executed by an officer of the Depositor, has caused to be executed, 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 the Trust Fund.
SECTION 2.08. Representations and Warranties of the Seller.
The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders and the
Certificate Insurer that, as of the Closing Date or as of such date specifically provided herein:
(i) The Seller is duly organized, validly existing and in good standing and has the power and
authority to own its assets and to transact the business in which it is currently engaged. The Seller is
duly qualified to do business and is in good standing in each jurisdiction in which the character of the
business transacted by it or properties owned or leased by it requires such qualification and in which the
failure to so qualify would have a material adverse effect on (a) its business, properties, assets or
condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the
value or marketability of the Mortgage Loans.
(ii) The Seller has the power and authority to make, execute, deliver and perform this
Agreement and to consummate all of the transactions contemplated hereunder and has taken all
necessary action to authorize the execution, delivery and performance of this Agreement which is part of
its official records. When executed and delivered, this Agreement will constitute the Sellers legal, valid
and binding obligations enforceable in accordance with its terms, except as enforcement of such terms
may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws
affecting the enforcement of creditors rights generally and the rights of creditors of federally insured
financial institutions and by the availability of equitable remedies, (2) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public
policy considerations underlying the securities laws, to the extent that such policy considerations limit
the enforceability of the provisions of this Agreement which purport to provide indemnification from
securities laws liabilities.
(iii) The Seller holds all necessary licenses, certificates and permits from all governmental
authorities necessary for conducting its business as it is currently conducted. It is not required to obtain
the consent of any other party or any consent, license, approval or authorization from, or registration or
declaration with, any governmental authority, bureau or agency in connection with the execution,
delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses,
approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the
case may be, prior to the Closing Date.
(iv) The execution, delivery and performance of this Agreement by the Seller will not conflict
with or result in a breach of, or constitute a default under, any provision of any existing law or regulation
or any order or decree of any court applicable to the Seller or any of its properties or any provision of its
articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage,
indenture, contract or other agreement to which it is a party or by which it may be bound.
(v) No certificate of an officer, written statement or written report delivered pursuant to the
terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material
fact necessary to make the certificate, statement or report not misleading.
(vi) The transactions contemplated by this Agreement are in the ordinary course of the Sellers
business.
(vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the
Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller.
(viii) The Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this Agreement will not constitute a
violation with respect to, any order or decree of any court, or any order or regulation of any federal,
state, municipal or governmental agency having jurisdiction, which violation would materially and
adversely affect the Sellers financial condition (financial or otherwise) or operations, or materially and
adversely affect the performance of any of its duties hereunder.
(ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge,
threatened, before any court, administrative agency or other tribunal; nor, to the Sellers knowledge, are
there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this
Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this
Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the
Sellers ability to perform any of its respective obligations under, or the validity or enforceability of, this
Agreement.
(x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder,
delay or defraud any of its creditors.
(xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any
adverse claims.
(xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by
the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in
effect in any applicable jurisdiction.
SECTION 2.09. Covenants of the Seller.
The Seller hereby covenants that, except for the transfer hereunder, the Seller will not sell, pledge, assign
or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Mortgage Loan,
or any interest therein; the Seller will notify the Trustee, as assignee of the Depositor, of the existence of any
lien on any Mortgage Loan immediately upon discovery thereof, and the Seller will defend the right, title and
interest of the Trustee, as assignee of the Depositor, in, to and under the Mortgage Loans, against all claims of
third parties claiming through or under the Seller; provided, however, that nothing in this Section 2.09 shall
prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Mortgage Loans any liens for
municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at
the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by
appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.
ARTICLE III

ADMINISTRATION OF THE MORTGAGE LOANS
SECTION 3.01. Servicing of the Mortgage Loans.
The Servicer will service the Mortgage Loans pursuant to the terms of the Servicing Agreement. The
Trustee shall enforce the provisions of the Servicing Agreement in respect of the Servicer (including any
reference to any obligation of the Servicer in this Agreement that is incorporated into or by which the Servicer is
bound under, the Servicing Agreement).
SECTION 3.02. REMIC-Related Covenants.
For as long as any REMIC created hereunder shall exist, the Trustee shall act in accordance herewith to
assure continuing treatment of such REMIC as a REMIC, and the Trustee shall comply with any directions of
the Depositor or the Servicer to assure such continuing treatment. In particular, the Trustee shall not (a) sell or
permit the sale of all or any portion of the Mortgage Loans or of any investment of deposits in an Account
unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee
has received a REMIC Opinion prepared at the expense of the Trust; and (b) other than with respect to a
substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, accept any contribution to any REMIC after the Startup Day without receipt of a REMIC Opinion.
SECTION 3.03. Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or the receipt by the Servicer of
a notification that payment in full has been escrowed in a manner customary for such purposes for payment to
Certificateholders on the next Distribution Date, the Servicer will, if required under the Servicing Agreement,
promptly furnish to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the
form of Exhibit F hereto signed by a Servicing Officer or in a mutually agreeable electronic format which will,
in lieu of a signature on its face, originate from a Servicing Officer (which certification shall include a statement
to the effect that all amounts received in connection with such payment that are required to be deposited in the
Servicing Account maintained by the Servicer the Servicing Agreement have been or will be so deposited) and
shall request that the Trustee or the Custodian on behalf of the Trustee deliver to the Servicer the related
Mortgage File. Upon receipt of such certification and request, the Trustee shall cause the Custodian to promptly
release the related Mortgage File to the Servicer and the Trustee and the Custodian shall have no further
responsibility with regard to such Mortgage File. Upon any such payment in full, the Servicer is authorized, to
give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an
instrument of satisfaction (or assignment of mortgage without recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered
to the Person or Persons entitled thereto against receipt therefor of such payment, it being understood and agreed
that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be,
shall be chargeable to the Servicing Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in
accordance with the Servicing Agreement, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by the Servicer (in form reasonably acceptable to the Trustee) and as are necessary to
the prosecution of any such proceedings. The Trustee shall cause the Custodian, upon the request of the
Servicer, and upon delivery to the Trustee (or the Custodian, on behalf of the Trustee) of two copies of a request
for release signed by a Servicing Officer substantially in the form of Exhibit F (or in a mutually agreeable
electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer), release the
related Mortgage File held in its possession or control to the Servicer. Such trust receipt shall obligate the
Servicer to return the Mortgage File to the Custodian when the need therefor by the Servicer no longer exists
unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer
similar to that hereinabove specified, the Mortgage File shall be released by the Custodian, to the Servicer.
SECTION 3.04. REO Property.
(a) In the event the Trust (or the Trustee, on behalf of the Trust), acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, or if
required under applicable law, to the Trustee, or to its nominee, on behalf of the Trust. The Servicer shall, to the
extent provided in the Servicing Agreement, sell any REO Property as expeditiously as possible (and in no event
later than three years after acquisition) and in accordance with the provisions of this Agreement and the
Servicing Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the Servicer shall protect
and conserve such REO Property in the manner and to the extent required by the Servicing
Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on net
income from foreclosure property or cause such REO Property to fail to qualify as foreclosure property
within the meaning of Section 860G(a)(8) of the Code.
(b) The Servicer shall, to the extent required by the Servicing Agreement, deposit all funds collected and
received in connection with the operation of any REO Property in the Servicing Account.
(c) To the extent provided in the Servicing Agreement, the Liquidation Proceeds from the final
disposition of the REO Property, net of any payment to the Servicer as provided above shall be deposited in the
Servicing Account on or prior to the applicable Determination Date in the month following receipt thereof and
be remitted by wire transfer in immediately available funds to the Trustee for deposit into the Distribution
Account on the next succeeding Servicer Remittance Date.
SECTION 3.05. Reports Filed with Securities and Exchange Commission.
(a) Within 10 days after each Distribution Date, the Trustee shall, in accordance with industry standards,
file with the Commission via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K and
shall furnish a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto.
Prior to January 30, 2006, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension
Notice with respect to the Trust, if applicable. On or before (i) March 15, 2006, or such earlier date as such
filing may be required under the rules of the Commission, and (ii) unless and until a Form 15 Suspension Notice
shall have been filed, February 27 of each year thereafter, or such earlier date as such filing may be required
under the rules of the Commission, the Servicer will provide the Depositor with a servicers back-up
certification pursuant to the Countrywide Purchase Agreement, together with a copy of the annual independent
accountants servicing report and annual statement of compliance of the Servicer, in each case, required to be
delivered pursuant to the Servicing Agreement. Prior to (i) March 31, 2006 and (ii) unless and until a Form 15
Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in
substance conforming to industry standards, with respect to the Trust. Such Form 10-K shall include the
Sarbanes-Oxley Certification and any other documentation provided by the Servicer pursuant to the Servicing
Agreement which is required to be filed with such Form 10-K, to the extent they have been timely delivered to
the Trustee and the Depositor; provided that, with respect to the accountants report attached as an exhibit to
such Form 10-K, the Trustee shall have no obligation to undertake any independent analysis of such
accountants report. Notwithstanding any term to the contrary, an appropriate officer of the Depositor shall be
responsible for signing, and shall sign, any such Form 10-K and the related Sarbanes-Oxley Certification that
may be required to be filed with the Commission in connection therewith. The Trustee shall prepare such Form
10-K and provide the Depositor with such Form 10-K not later than March 20
th
of the applicable year.
Following its receipt thereof, the Depositor shall execute such Form 10-K and all related certifications to be
signed by it and provide the original of such Form 10-K and all related certifications to the Trustee not later than
March 25
th
of that year (or if March 25
th
is not a Business Day, then the next succeeding Business Day);
provided, however, that if the filing of such Form 10-K shall be required to occur on a date earlier than March
30
th
of the applicable year as may be required by the Securities Exchange Act of 1934, as amended (the
Exchange Act), and Rules and Regulations of the Commission, then the time periods for preparation and
execution of such Form 10-K set forth in this section shall be adjusted accordingly. The Depositor agrees to
promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial
statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems
appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no liability
with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the
Trustees inability or failure to obtain any information not resulting from the Trustees own negligence or willful
misconduct. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file the Form
15 Suspension Notice and each Form 8-K on behalf of the Depositor; provided that the Trustee shall have no
responsibility to execute any Form 10-K described herein or to execute any Depositor Certification (or other
documents other than a Form 15 Suspension Notice or Form 8-K) described herein, or to file any items other
than those specified in this Section 3.05; provided, however, the Trustee will cooperate with the
Depositor in connection with any additional filings with respect to the Trust as the Depositor deems necessary
under the Securities Exchange Act of 1934, as amended (the Exchange Act). Such power of attorney shall
continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such
power of attorney or (ii) the termination of the Trust. Copies of all reports filed by the Trustee under the
Exchange Act shall be sent to the Depositor. Fees and expenses incurred by the Trustee in connection with this
Section 3.05 shall not be reimbursable from the Trust.
(b) Not later than March 15 of each year (beginning in 2006) (or, if such day is not a Business Day, the
immediately preceding Business Day), the Trustee shall sign the Trustee Certification for the benefit of the
Depositor and its officers, directors and affiliates.
SECTION 3.06. [Reserved].
SECTION 3.07. Indemnification by the Trustee.
The Trustee agrees to indemnify the Depositor, its officers, directors, agents and employees for, and to
hold them harmless against, any loss, liability or expense (except as otherwise provided herein with respect to
expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) in connection
with, arising out of, or relating to the Trustees failure to file a Form 8-K or Form 10-K in accordance with
Section 3.05, (ii) by reason of the Trustees willful misfeasance, bad faith or negligence in the performance of
such obligations pursuant to Section 3.05, (iii) by reason of the Trustees reckless disregard of such obligations
pursuant to Section 3.05 or (iv) any material misstatement or omission made in the Trustee Certification;
provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or
legal action), such indemnified Person shall have given the Trustee written notice thereof promptly after such
indemnified Person shall have with respect to such claim or legal action knowledge thereof; provide, however,
that such agreement by the Trustee to indemnify and hold harmless such Person shall not include or apply to any
such loss, liability or expense arising from, caused by or resulting from the actions or omissions of any Person
other than the Trustee, including without limitation the negligence, willful misfeasance, bad faith or reckless
disregard of duties or obligations under or pursuant to this Agreement, the Servicing Agreement or other
applicable agreement by the Depositor or the Servicer, including without limitation any erroneous, inaccurate or
incomplete information or certification provided to the Trustee by the Depositor or the Servicer in connection
with, or any failure or delay on the part of the Depositor or the Servicer to provide any information or
certification necessary to, the Trustees performance under Section 3.05. If the indemnification provided for in
this Section 3.07 is unavailable or insufficient to hold harmless such indemnified Persons, then the Trustee shall
contribute to the amount paid or payable by such indemnified Persons as a result of the losses, claims, damages
or liabilities of such indemnified Persons in such proportion as is appropriate to reflect the relative fault of the
Depositor on the one hand and the Trustee on the other. This indemnity shall survive the resignation or removal
of the Trustee and the termination of this Agreement.
ARTICLE IV

ACCOUNTS
SECTION 4.01. Servicing Accounts
(a) The Servicer will establish and maintain one or more custodial accounts (the Servicing Accounts)
in accordance with the Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan
by Mortgage Loan basis, into which accounts shall be deposited within 48 hours (or as of such other time
specified in the Servicing Agreement) of receipt all collections of principal and interest on any Mortgage Loan
and with respect to any REO Property received by the Servicer, including Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Recoveries and advances made from the Servicers own funds (less, in the case
of the Servicer, the Servicing compensation, in whatever form and amounts as permitted by the Servicing
Agreement) and all other amounts to be deposited in the Servicing Account. The Servicer is hereby
authorized to make withdrawals from and deposits to the Servicing Account for purposes required or permitted
by this Agreement and the Servicing Agreement. For the purposes of this Agreement, Servicing Accounts shall
also include such other accounts as the Servicer maintains for the escrow of certain payments, such as taxes and
insurance, with respect to certain Mortgaged Properties. The Servicing Agreement sets forth the criteria for the
segregation, maintenance and investment of each related Servicing Account, the contents of which are
acceptable to the parties hereto as of the date hereof and changes to which shall not be made unless such
changes are made in accordance with the provisions of Section 12.01 hereof.
(b) [Reserved];
(c) To the extent provided in the Servicing Agreement and subject to this Article IV, on or before each
Servicer Remittance Date, the Servicer shall withdraw or shall cause to be withdrawn from the related Servicing
Account and shall immediately remit or cause to be remitted to the Trustee for deposit into the Distribution
Account, amounts representing the following collections and payments (other than with respect to principal of or
interest on the Mortgage Loans due on or before the applicable Cut-off Date) with respect to each of the
Mortgage Loans it is servicing:
(i) Monthly Payments on the Mortgage Loans received or any related portion thereof
advanced by the Servicer pursuant to the Servicing Agreement which were due on or before the related
Due Date, net of the amount thereof comprising the Servicing Fees and Lender-Paid Mortgage Insurance
Fees, if any;
(ii) Principal Prepayments in full and any Liquidation Proceeds received by the Servicer with
respect to such Mortgage Loans in the related Prepayment Period, with interest to the date of prepayment
or liquidation, net of the amount thereof comprising the Servicing Fees;
(iii) Principal Prepayments in part received by the Servicer for such Mortgage Loans in the
related Prepayment Period;
(iv) Recoveries received by the Servicer with respect to such Mortgage Loans; and
(v) any amount to be used as a delinquency advance or to pay any Interest Shortfalls, in each
case, as required to be paid under the Servicing Agreement.
(d) Withdrawals may be made from a Servicing Account only to make remittances as provided in
Section 4.01(c), to reimburse the Servicer for advances which have been recovered by subsequent collection
from the related Mortgagor, to remove amounts deposited in error, to remove fees, charges or other such
amounts deposited on a temporary basis, or to clear and terminate the account at the termination of this
Agreement in accordance with Section 10.01. As provided in Section 4.01(c), certain amounts otherwise due to
the Servicer may be retained by them and need not be remitted to the Trustee.
SECTION 4.02. Distribution Account.
(a) The Trustee shall establish and maintain an account, for the benefit of the Certificateholders, as a
segregated account which shall be an Eligible Account (the Distribution Account). The Trustee shall,
promptly upon receipt from the Servicer on the Servicer Remittance Date or, with respect to clause (v) below,
upon withdrawal from the Policy Account, deposit into the Distribution Account and retain on deposit until the
related Distribution Date, the following amounts:
(i) any amounts withdrawn from a Servicing Account pursuant to Section 4.01(c);
(ii) any amounts required to be deposited by the Trustee with respect to the Mortgage Loans
pursuant to this Agreement;
(iii) the Purchase Price with respect to any Mortgage Loans purchased by the Seller or the
Originator under this Agreement or the Purchase Agreement, as applicable, any Substitution
Adjustments pursuant to Section 2.03 of this Agreement and all proceeds of any Mortgage Loans or
property acquired with respect thereto repurchased by the Servicer pursuant to Section 10.01 and the
Servicing Agreement;
(iv) any amounts required to be deposited by the Trustee with respect to losses on investments
of deposits in the Distribution Account;
(v) any amounts on deposit in the Policy Account received in accordance with the Certificate
Insurance Policy; and
(vi) any other amounts so required to be deposited in the Distribution Account pursuant to this
Agreement.
(b) All amounts deposited to the Distribution Account shall be held by the Trustee in trust for the benefit
of the Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for
crediting the Distribution Account shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of (i) late payment charges or assumption fees, tax service
fees, statement account charges or payoff charges, substitution, satisfaction, release and other like fees and
charges and (ii) the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi), (vii), (x) and (xi) with respect
to the Servicer, need not be remitted by the Servicer to the Trustee. In the event that the Servicer has remitted to
the Trustee any amount not required to be credited to the Distribution Account, the Servicer may at any time, by
delivery of a written request signed by a Servicing Officer of the deposited in error, direct the Trustee to
withdraw such amount from the Distribution Account for repayment to the Servicer. In the event that the
Trustee has deposited to the Distribution Account any amount not required to be credited thereto, it may at any
time, withdraw such amount from the Distribution Account.
(c) Funds in the Distribution Account shall, if invested, be invested by in Permitted Investments;
provided, however, that the Trustee shall be under no obligation or duty to invest (or otherwise pay interest on)
amounts held in the Distribution Account. All Permitted Investments shall mature or be subject to redemption
or withdrawal no later than one Business Day prior to the next succeeding Distribution Date (except that if such
Permitted Investment is an obligation of the Trustee, then such Permitted Investment shall mature not later than
such applicable Distribution Date). Any and all investment earnings from any such Permitted Investment shall
be for the benefit of the Trustee and shall be subject to its withdrawal or order from time to time, and shall not
be part of the Trust Fund. The risk of loss of moneys required to be distributed to the Certificateholders
resulting from such investments shall be borne by and be the risk of the Trustee. The Trustee shall deposit the
amount of any such loss in the Distribution Account immediately as realized, but in no event later than the
related Distribution Date.
SECTION 4.03. Permitted Withdrawals and Transfers from the Distribution Account.
(a) The Trustee shall, from time to time, withdraw or transfer funds from the Distribution Account to the
Servicer or to itself for the following purposes:
(i) to reimburse the Servicer for any Advance of its own funds the right of the Servicer to
reimbursement pursuant to this subclause (i) being limited to amounts received on a particular Mortgage
Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation
Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage
Loan respecting which such Advance was made;
(ii) to reimburse the Servicer from Insurance Proceeds or Liquidation Proceeds relating to a
particular Mortgage Loan for amounts expended by the Servicer in good faith in connection with the
restoration of the related Mortgaged Property which was damaged by an Uninsured Cause
or in connection with the liquidation of such Mortgage Loan;
(iii) to reimburse the Servicer from Insurance Proceeds relating to a particular Mortgage Loan
for insured expenses incurred with respect to such Mortgage Loan and to reimburse the Servicer from
Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with respect to
such Mortgage Loan;
(iv) to pay the Servicer, as appropriate, from Liquidation Proceeds or Insurance Proceeds
received in connection with the liquidation of any Mortgage Loan, the amount which the Servicer would
have been entitled to receive under subclause (xii) of this Subsection 4.03(a) as servicing compensation
on account of each defaulted scheduled payment on such Mortgage Loan if paid in a timely manner by
the related Mortgagor;
(v) to pay the Servicer from the Purchase Price for any Mortgage Loan, the amount which the
Servicer would have been entitled to receive under subclause (xii) of this Subsection 4.03(a) as servicing
compensation;
(vi) to reimburse the Servicer for servicing related advances of funds, the right to
reimbursement pursuant to this subclause being limited to amounts received on the related Mortgage
Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation
Proceeds) which represent late recoveries of the payments for which such servicing advances were made;
(vii) to reimburse the Servicer for any Advance after a Realized Loss has been allocated with
respect to the related Mortgage Loan if the Advance has not been reimbursed pursuant to clauses (i) and
(vi);
(viii) to pay the Servicer its monthly Servicing Fee and any other servicing
compensation payable pursuant to the Servicing Agreement;
(ix) to pay the Trustee any investment income;
(x) [reserved];
(xi) to reimburse or pay the Servicer any such amounts as are due thereto under the Servicing
Agreement and have not been retained by or paid to the Servicer, to the extent provided in the Servicing
Agreement;
(xii) to reimburse the Trustee for expenses, costs and liabilities incurred by or reimbursable to
it pursuant to Sections 7.02(d), 8.05, 8.10 or 8.17 (including those related the BONY Custodial
Agreement, to pay any fees, expenses or other amounts payable to the Bank of New York as Custodian);
(xiii) to pay the Certificate Insurer its Aggregate Premium Amount;
(xiv) to remove amounts deposited in error; and
(xv) to clear and terminate the Distribution Account pursuant to Section 10.01.
(b) The Trustee shall keep and maintain separate accounting, for the purpose of accounting for any
payments or reimbursements from the Distribution Account pursuant to subclauses (i) through (vii), inclusive
and subclause (x) or with respect to any such amounts which would have been covered by such subclauses had
the amounts not been retained by the Trustee without being deposited in the Distribution Account under Section
4.02(b).
(c) On each Distribution Date, the Trustee shall withdraw funds on deposit in the Distribution Account
to the extent of the aggregate Available Funds and distribute such funds to the Holders of the Certificates and
any other parties entitled thereto, in accordance with Section 5.01.
SECTION 4.04. Yield Maintenance Account.
On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Yield
Maintenance Account, into which Yield Maintenance Payments received by the Trustee pursuant to the Yield
Maintenance Agreements shall be deposited for the benefit of the Class 1-A1A, Class 1-A1B, Class 2-A1A,
Class 2-A1B, Class 2-A1C1, Class 2-A1C2 and Class X Certificates. Amounts on deposit in the Yield
Maintenance Account shall not be invested and shall not be held in an interest-bearing account.
The Trustee shall deposit all amounts received from the Yield Maintenance Provider under the Yield
Maintenance Agreements into the Yield Maintenance Account immediately upon receipt. On each Distribution
Date, the Trustee shall withdraw from the Yield Maintenance Account the Yield Maintenance Distributable
Amount then on deposit therein with respect to (w) the Class 1-A1A Certificates, (x) the Class 1-A1B
Certificates, (y) the Class 2-A1A, Class 2-A1B and Class 2-A1C2 Certificates or (z) the Class 2-A1C1
Certificates, as applicable, and deposit such amounts in the Distribution Account for payment to the related
Classes of Certificates. With respect to each Distribution Date on which a Yield Maintenance Payment is
received under a Yield Maintenance Agreement, the Trustee will pay to the related Certificateholders from the
related Yield Maintenance Distributable Amount, up to the amount of current interest that each such Class
would have been entitled to receive had the applicable note interest rate been calculated at the lesser of (a) One-
Month LIBOR plus the applicable Margin for the related Accrual Period and (b) 11.00% per annum, to the
extent not paid out of the Available Funds for such Payment Date. Each of the Class 1-A1A, Class 1-A1B,
Class 2-A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates will only receive payment from
amounts received from the related Yield Maintenance Agreement. Any amounts remaining in the Distribution
Account after distributions are made to the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-
A1C1 and Class 2-A1C2 Certificates from the Yield Maintenance Distributable Amounts shall be distributed to
the Class X Certificates.
If the Seller or its affiliate is the Holder of a Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B,
Class 2-A1C1 and Class 2-A1C2 Certificate, the Seller or its affiliate shall remit to the Trustee the portion of
Yield Maintenance Distributable Amounts received by the Holder of such Certificate on any Distribution Date,
and the Trustee will remit such amounts to the Yield Maintenance Provider. For purposes of this Agreement,
the Trustee shall have no duty to confirm that each amount received by it from the Seller or its affiliate with
respect to the preceding sentence is the correct amount.
To the extent that it constitutes a reserve fund for purposes of the REMIC Provisions, the Yield
Maintenance Account established hereunder shall be an outside reserve fund as defined in Treasury
Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any
REMIC, (ii) such fund shall be owned for federal tax purposes by the Holder of the Class X Certificates, and the
Holder of the Class X Certificates shall report all amounts of income, reduction, gain or loss accruing therefrom
and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the
Holder of the Class X Certificates.
The Trustee shall terminate the Yield Maintenance Agreements upon the occurrence of an event of
default or termination event under the Yield Maintenance Agreements of which a Responsible Officer of the
Trustee has actual knowledge. In the event that a Yield Maintenance Agreement is canceled or otherwise
terminated for any reason (other than the exhaustion of the interest rate protection provided thereby), the Trustee
shall, at the direction of Certificateholders evidencing Voting Rights not less than 50% of the Certificates related
to such Yield Maintenance Agreement, and to the extent a replacement contract is available (from a
counterparty designated by the Depositor and acceptable to Certificateholders evidencing Voting Rights not less
than 50% of the related Certificates), execute a replacement contract comparable to such Yield Maintenance
Agreement providing interest rate protection which is equal to the then-existing protection provided by
the applicable Yield Maintenance Agreement as certified to the Trustee by the Depositor; provided, however,
that the cost of any such replacement contract providing the same interest rate protection may be reduced to a
level such that the cost of such replacement contract shall not exceed the amount of any early termination
payment received from the Yield Maintenance Provider.
On any Distribution Date on or prior to the Distribution Date in March 2016, if the aggregate Class
Certificate Principal Balance of the Certificates related to a Yield Maintenance Agreement equals zero (but not
including the Distribution Date on which such aggregate Class Certificate Principal Balance is reduced to zero),
all amounts received by the Trustee with respect to such Yield Maintenance Agreement shall be distributed
directly to the Class X Certificateholder. On the Distribution Date in March 2016 or upon the termination of the
Trust, the Yield Maintenance Agreements shall be terminated.
SECTION 4.05. Certificate Insurance Policy.
(a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the
Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be
deposited for the benefit of the Class 1-A1B and Class 2-A1C1 Certificates. Amounts on deposit in the Policy
Account shall not be invested and shall not be held in an interest-bearing account.
(b) As soon as possible, and in no event later than 12:00 noon New York time on the second
Business Day immediately preceding any Distribution Date, the Trustee shall furnish the Certificate Insurer and
the Servicer with a completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate
Insurance Policy in the event that the related Available Funds (other than any amounts in respect of Insured
Amounts) are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls,
Basis Risk Shortfalls or Net Deferred Interest) with respect to the Class 1-A1B and Class 2-A1C1
Certificateholders, as applicable, on such Distribution Date; provided, however, that if such Distribution Date is
the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balance of the Class 1-
A1B and Class 2-A1C1 Certificates, after giving effect to all payments of principal on the Class 1-A1B and
Class 2-A1C1 Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance
Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured
Amount pursuant to the Certificate Insurance Policy.
(c) Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the
Insured Certificates, the Trustee shall deposit such Insured Amount into the Policy Account. All such amounts
on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee
shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such
Insured Amounts pursuant to Section 5.01.
The Trustee shall include on each Distribution Date any Insured Amounts received by it from or on
behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the
Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class
1-A1B and Class 2-A1C1 regular interests and deposited for their benefit into the Distribution Account. If on
any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate
Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to
the Certificate Insurer.
(d) The Trustee shall (i) receive as attorney-in-fact of the Holders of the Insured Certificates any
Insured Amount delivered to it by the Certificate Insurer for payment to such Holders and (ii) distribute such
Insured Amount to such Holders as set forth in Section 5.01. Insured Amounts disbursed by the Trustee from
proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to
the Insured Certificates, nor shall such disbursement of Insured Amounts discharge the obligations of the Trust
Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the
extent covered by such Insured Amounts as the deemed assignee of such Holders. The Trustee
hereby agrees on behalf of the Holders of the Insured Certificates (and each such Holder, by its acceptance of its
Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that, to the extent the Certificate
Insurer pays any Insured Amount, either directly or indirectly (as by paying through the Trustee), to the Holder
of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to
receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be
entitled to receive the Certificate Insurer Reimbursement Amount as set forth in Section 5.01.
(e) At the end of the Term of the Certificate Insurance Policy (as defined in the Certificate Insurance
Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation.
SECTION 4.06. Prefunding Account.
The Trustee shall establish and maintain, on behalf of the Certificateholders, the Prefunding Account.
On the Closing Date the Depositor shall remit the Prefunded Amount to the Trustee for deposit in the
Prefunding Account. From the Prefunded Amount, $167,391,936.96 and $382,608,631.04 shall be applied to
the purchase of Subsequent Mortgage Loans for Loan Group 1 and Loan Group 2, respectively. On each
Subsequent Transfer Date, upon satisfaction of the conditions for such Subsequent Transfer Date set forth in
Section 2.01(b), with respect to the related Subsequent Transfer Agreement, the Trustee shall remit to the
Depositor the applicable Aggregate Subsequent Transfer Amount as payment of the purchase price for the
related Subsequent Mortgage Loans.
If any funds remain in the Prefunding Account at the end of the Prefunding Period, to the extent that they
represent earnings on the amounts originally deposited into the Prefunding Account, the Trustee shall distribute
them to the order of the Depositor. The remaining funds shall be transferred to the Distribution Account to be
included as part of principal distributions to the Certificates on the Distribution Date in the month following the
end of the Prefunding Period.
Each institution at which the Prefunding Account is maintained shall either hold such funds on deposit
uninvested or shall invest the funds therein in Permitted Investments as directed in writing by the Depositor,
which shall mature not later than the Business Day immediately preceding a Subsequent Transfer Date and shall
not be sold or disposed of prior to its maturity. All such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the Certificateholders. All income and gain net of any losses realized from any such
balances or investment of funds on deposit in the Prefunding Account shall be for the benefit of the Depositor
and shall be remitted to it monthly. The amount of any net investment losses in the Prefunding Account shall
promptly be deposited by the Depositor in the Prefunding Account. The Trustee in its fiduciary capacity shall
not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held
in the Prefunding Account (other than as provided in this Section 4.06(a)) and made in accordance with this
Section 4.06.

ARTICLE V

FLOW OF FUNDS
SECTION 5.01. Distributions.
(a) On each Distribution Date and after making any withdrawals from the Distribution Account pursuant
to Section 4.03(a), the Trustee shall withdraw funds on deposit in the Distribution Account to the extent of
Available Funds for each Loan Group for such Distribution Date and, make the following disbursements and
transfers as set forth below:
(i) the Available Funds for Loan Group 1 shall be distributed on each Distribution Date in the
following order of priority:
(A) to the Class A-R, Class 1-A1A, Class 1-A1B and Class X Certificates, the related
Interest Distributable Amounts for that date, pro rata (based on the Interest
Distributable Amounts to which each such Class is entitled); provided, however,
that for purposes of distributions for the Class X Certificates pursuant to this
paragraph 5.01(a)(i)(A), the Interest Distributable Amount for the Class X
Certificates from Loan Group 1 will be determined by the Group 1 Class X
Apportionment Rule; provided, further, that on each Distribution Date, the related
Interest Distributable Amount up to the Required Reserve Fund Deposit shall be
deposited in the Basis Risk Reserve Fund and shall not be distributed to the Class
X Certificates; and
(B) an amount equal to the Senior Principal Distribution Amount for Loan Group 1 for
that date, as follows:
first, to the Holder of Class A-R Certificate, until the Class
Certificate Principal Balance of such Class is reduced to zero;
second, to the Class 1-A1A and Class 1-A1B Certificates, pro rata
based on Class Certificate Principal Balances, until the Class
Certificate Principal Balance of such respective Classes are reduced
to zero; and
third, to the PO-1 Component, until the Component Principal
Balance of such Component is reduced to zero;

(ii) the Available Funds for Loan Group 2 shall be distributed on each Distribution Date in the
(A) to the Class 2-A1A, Class 2-A1B, Class 2-A1C1, Class 2-A1C2 and Class X
Certificates, the related Interest Distributable Amounts for that date, pro rata
(based on the Interest Distributable Amounts to which each such Class is entitled);
provided, however, that for purposes of distributions for the Class X Certificates
pursuant to this paragraph 5.01(a)(ii)(A), the Interest Distributable Amount for the
Class X Certificate from Loan Group 2 will be determined by the Group 2 Class X
Apportionment Rule; provided, further, that on each Distribution Date, the related
Interest Distributable Amount up to the Required Reserve Fund Deposit shall be
deposited in the Basis Risk Reserve Fund and shall not be distributed to the Class
X Certificate; and
(B) an amount equal to the Senior Principal Distribution Amount for Loan Group 2 for
that date, as follows:
first, to the Holders of the Class 2-A1A, Class 2-A1B, Class 2-
A1C1 and 2-A1C2 Certificates, pro rata based on Class Certificate
Principal Balances, until the Class Certificate Principal Balances of
such respective Classes are reduced to zero; and
second, to the PO-2 Component, until the Component Principal
Balance of such Component is reduced to zero;
On any Distribution Date, if the amount to be distributed with respect to the Class X
Certificates from a Loan Group in accordance with the provisions of Sections 5.01(a)(i)(A)
or 5.01(a)(ii)(A) above is less than an amount equal to the Class X Certificates Interest Distributable
Amount (calculated for this purpose by using the portion of its Class Certificate Notional Balance
attributable to such Loan Group), then Available Funds from the other Loan Group, remaining after
making the distributions in either Section 5.01(a)(i)(A) or 5.01(a)(ii)(A) above, as applicable, to the
Certificates related to such other Loan Group, shall be distributed to the Class X Certificates to cover
that shortfall.

(iii) first, from the Yield Maintenance Account, to the Class 1-A1A, Class 1-A1B, Class 2-
A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates, any related Yield Maintenance
Distributable Amount for such Distribution Date in the order and priority set forth in Section 4.04 above
and second, from the Basis Risk Reserve Fund, to the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-
A1B, Class 2-A1C1 and Class 2-A1C2 Certificates, any related Basis Risk Shortfall for such
Distribution Date remaining after giving effect to the distributions specified in clause first above in the
order and priority set forth in Section 5.07 below;
(iv) the Available Funds for each Loan Group remaining after giving effect to the distributions
specified in subsections (i), (ii) and (iii) above will be distributed to the Certificate Insurer and the
Certificateholders in the following order of priority:
(A) to the Certificate Insurer, any Certificate Insurer Reimbursement Amounts due;
(B) to the Class B-1 Certificates, the related Interest Distributable Amount for that
date;
(C) to the Class B-1 Certificates, an amount allocable to principal equal to its Pro Rata
Share for such Distribution Date until the Class Certificate Principal Balance of
such Class is reduced to zero;
(D) to the Class B-2 Certificates, the related Interest Distributable Amount for that
date;
(E) to the Class B-2 Certificates, an amount allocable to principal equal to its Pro Rata
(F) to the Class B-3 Certificates, the related Interest Distributable Amount for that
date;
(G) to the Class B-3 Certificates, an amount allocable to principal equal to its Pro Rata
(H) to the Class B-4 Certificates, the related Interest Distributable Amount for that
date;
(I) to the Class B-4 Certificates, an amount allocable to principal equal to its Pro Rata
(J) to the Class B-5 Certificates, the related Interest Distributable Amount for that
date;
(K) to the Class B-5 Certificates, an amount allocable to principal equal to its Pro Rata
(L) to the Class B-6 Certificates, the related Interest Distributable Amount for that
date;
(M) to the Class B-6 Certificates, an amount allocable to principal equal to its Pro Rata
(N) to the Class B-7 Certificates, the related Interest Distributable Amount for that
date;
(O) to the Class B-7 Certificates, an amount allocable to principal equal to its Pro Rata
(P) to the Class B-8 Certificates, the related Interest Distributable Amount for that
date;
(Q) to the Class B-8 Certificates, an amount allocable to principal equal to its Pro Rata
(R) to the Class B-9 Certificates, the related Interest Distributable Amount for that
date;
(S) to the Class B-9 Certificates, an amount allocable to principal equal to its Pro Rata
(T) to the Class B-10 Certificates, the related Interest Distributable Amount for that
date;
(U) to the Class B-10 Certificates, an amount allocable to principal equal to its Pro
Rata Share for such Distribution Date until the Class Certificate Principal Balance
of such Class is reduced to zero;
(V) to the Class B-11 Certificates, the related Interest Distributable Amount for that
date;
(W) to the Class B-11 Certificates, an amount allocable to principal equal to its Pro
of such Class is reduced to zero;
(X) to the Class B-12 Certificates, the related Interest Distributable Amount for that
date; and
(Y) to the Class B-12 Certificates, an amount allocable to principal equal to its Pro
of such Class is reduced to zero; and
(v) from the Basis Risk Reserve Fund, to the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12
Certificates, any related Basis Risk Shortfall for such Distribution Date in the order and
priority set forth in Section 5.07 below;
(vi) the Available Funds for each Loan Group remaining after giving effect to the distributions
specified in subsections (i), (ii), (iii), (iv) and (v) above will be distributed to the Certificateholders in the
(A) to the Holder of the Class A-R Certificate, any Available Funds for Loan Group 1
and Loan Group 2, other than any portion thereof in respect of Premium Proceeds,
then remaining; and

(B) on the final Distribution Date, to the Holder of the Class A-R-II Certificate, the
Premium Proceeds.

On the Distribution Date following the optional purchase of the Mortgage Loans by the Servicer,
Available Funds for Loan Group 1 and Loan Group 2 will be applied in the amounts and in the order specified
above, except, no amounts will distributed pursuant to Section 5.01(a)(iii) and (a)(v) above and the portion of
Available Funds remaining after the distribution pursuant to Section 5.01(a)(i) and (a)(ii) will be applied in the
order specified in clause (iv) of Section 5.01(a).

(b) Amounts to be paid to the Holders of a Class of Certificates shall be payable with respect to all
Certificates of that Class, pro rata, based on the Certificate Principal Balance, Component Principal Balance or
Certificate Notional Balance, as applicable, of each Certificate of that Class.
(c) On each Distribution Date, the Monthly Interest Distributable Amounts for the Classes of Senior
Certificates (other than the Class PO Certificates) and Subordinate Certificates on such Distribution Date shall
be reduced proportionately, based on (A) in the case of the Senior Certificates (other than the Class PO
Certificates and the Class X Certificates), the Monthly Interest Distributable Amount to which they would
otherwise be entitled, (B) in the case of the Class X Certificates, the Monthly Interest Distributable Amount to
which they would otherwise be entitled to receive from such Loan Group, based on the related Loan Groups
Class X Apportionment Rule and (C) in the case of the Subordinate Certificates, interest accrued at the related
Pass-Through Rate on the related Apportioned Principal Balance of each such Class, by Net Interest Shortfalls
with respect to the related Loan Group.
(d) Notwithstanding the priority and allocation set forth in Section 5.01(a)(iv) above, if with respect to
any Class of Subordinate Certificates on any Distribution Date the sum of the related Class Subordination
Percentages of such Class and of all other Classes of Subordinate Certificates which have a higher numerical
Class designation than such Class (the Applicable Credit Support Percentage) is less than the Original
Applicable Credit Support Percentage for such Class, no distribution of Principal Prepayments will be made to
any such Classes (the Restricted Classes) and the amount of such Principal Prepayment otherwise
distributable to the Restricted Classes shall be distributed to any Classes of Subordinate Certificates having
lower numerical Class designations than such Class, pro rata, based on the Class Certificate Principal Balances
of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential
order provided in Section 5.01(a)(iv) above.
(e) (i) Notwithstanding the priority and allocation set forth in Section 5.01(a)(iv), with respect to any
Loan Group, on each Distribution Date prior to the Senior Credit Support Depletion Date but after the date on
which the aggregate Class Certificate Principal Balance of each Class of the Senior Certificates and PO
Components related to a Loan Group have been reduced to zero, 100% of the Principal Prepayments on the
Mortgage Loans in that Loan Group otherwise distributable on each Class of Subordinate Certificates pursuant
to Section 5.01(a)(iv), in reverse order of priority, shall be distributed as principal to the Senior Certificates
related to the other Loan Group remaining outstanding in the amounts provided in the next succeeding sentence,
provided that on such Distribution Date either clause (i) or (ii) in the definition of the Two Times Test has not
been met. Such amount shall be allocated among the Senior Certificates related to the other Loan
Group, pro rata based on aggregate Class Certificate Principal Balance of such Senior Certificates, and paid to
the Senior Certificates in such Group in the same priority as such Certificates would receive other distributions
of principal pursuant to Section 5.01(a).
(ii) On any Distribution Date on which the Senior Certificates and Principal-Only Components
related to a Loan Group constitute an Undercollateralized Group, all amounts otherwise distributable as
Available Funds on the Subordinate Certificates, in reverse order of priority (or, following the Senior
Credit Support Depletion Date, such other amounts described in the immediately following sentence),
will be distributed as principal to the Senior Certificates and Principal-Only Components of such
Undercollateralized Group pursuant to Section 5.01(a), up to the sum of the Accrued Interest Amount
and the Principal Deficiency Amount for the related Undercollateralized Group (such distribution, an
Undercollateralization Distribution) and second, to pay to the Subordinate Certificates and the Class
A-R Certificate in the same order and priority as provided in Section 5.01(a)(iv). In the event that the
Senior Certificates and Principal-Only Components related to a Loan Group constitute an
Undercollateralized Group on any Distribution Date following the Senior Credit Support Depletion Date,
Undercollateralization Distributions will be made from any Available Funds for a Loan Group not
related to an Undercollateralized Group remaining after all required amounts have been distributed to the
related Class of Senior Certificates and Principal-Only Components. Undercollateralization
Distributions will be applied first to pay accrued but unpaid interest, if any, and second to pay principal
in the same priority and allocation provided in Section 5.01(a).
(f) Distributions on Physical Certificates. The Trustee shall make distributions in respect of a
Distribution Date to each Certificateholder of record on the related Record Date (other than as provided in
Section 10.01 hereof respecting the final distribution), in the case of Certificateholders of the Physical
Certificates, by check or money order mailed to such Certificateholder at the address appearing in the Certificate
Register, or by wire transfer. Distributions among Certificateholders of a Class shall be made in proportion to
the Percentage Interests evidenced by the Certificates of that Class held by such Certificateholders.
(g) Distributions on Book-Entry Certificates. Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, which shall credit 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. All
such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the Certificates. None of the Trustee, the
Depositor or the Seller shall have any responsibility therefor.
SECTION 5.02. Allocation of Net Deferred Interest.
For any Distribution Date, the Net Deferred Interest on the Mortgage Loans will be allocated among the
Classes of Certificates (or, with respect to the Class X Certificates, the PO-1 and PO-2 Components in the
amounts described in the next paragraph) in proportion to the excess, if any, for each such Class of (i) the
Monthly Interest Distributable Amount accrued at the Pass-Through Rate for such Class, over (ii) the amount of
the Monthly Interest Distributable Amount for such Class calculated at the applicable Adjusted Cap Rate for
such Class.
On each Distribution Date, any amount of Net Deferred Interest allocable to a Class of Certificates (other
than the Class X Certificates) on such Distribution Date will be added as Principal to the outstanding Class
Certificate Principal Balance of such Class of Certificates. With respect to the Class X Certificates and each
Distribution Date, any amount of Net Deferred Interest added to the Principal Balances of the related Mortgage
Loans that is allocated to the Class X Certificates on such Distribution Date will be added as principal to the
outstanding Component Principal Balances of the PO-1 Component and the PO-2 Component based
upon the amount of Deferred Interest attributable to the Mortgage Loans in the related Loan Group.
SECTION 5.03. Allocation of Realized Losses.
(a) On or prior to each Distribution Date, the Trustee shall aggregate the loan-level information provided
by the Servicer with respect to the total amount of Realized Losses with respect to the Mortgage Loans in each
Loan Group for the related Distribution Date and include such information in the Distribution Date Statement.
(b) On each Distribution Date, Realized Losses that occurred during the related prepayment period shall
be allocated as follows:
first, to the Subordinate Certificates in reverse order of their respective numerical Class
designations (beginning with the Class of Subordinate Certificates with the highest numerical
Class designation) until the Class Certificate Principal Balance of each such Class is reduced to
zero; and
second,
(A) with respect to such losses related to Group 1 Mortgage Loans, to the Class 1-
A1A, Class 1-A1B and Class A-R Certificates and PO-1 Component, pro rata,
until the Class Certificate Principal Balance or Component Principal Balance of
each such Class or Component is reduced to zero; provided, however, the Class 1-
A1B Certificates will bear the principal portion of all Realized Losses allocable to
the Class 1-A1A Certificates for so long as the Class 1-A1B Certificates are
outstanding; and
(B) with respect such losses related to Loan Group 2 Mortgage Loans, to the Class 2-
A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates and the PO-2
Component, pro rata, until the Class Certificate Principal Balance or Component
Principal Balance of such Class or Component is reduced to zero; provided,
however, that all losses allocable to the Class 2-A1A, Class 2-A1B, Class 2-A1C1
and Class 2-A1C2 Certificates will be allocated sequentially first, to the Class 2-
A1C1 and Class 2-A1C2 Certificates, pro rata based on Class Certificate Principal
Balances, second, to the Class 2-A1B Certificates and third, to the Class 2-A1A
Certificates, in that order, for so long as such certificates are outstanding;
(c) The Class Certificate Principal Balance of the Class of Subordinate Certificates then outstanding
with the highest numerical Class designation shall be reduced on each Distribution Date by the amount, if any,
by which the aggregate of the Class Certificate Principal Balances of all outstanding Classes of Certificates
(after giving effect to the distribution of principal and the allocation of Realized Losses on such Distribution
Date) exceeds the aggregate of the Stated Principal Balances of all the Mortgage Loans for the following
Distribution Date.
(d) Any Realized Loss allocated to a Class of Certificates or any reduction in the Class Certificate
Principal Balance of a Class of Certificates pursuant to Section 5.03(b) or (c) shall be allocated among the
Certificates of such Class, pro rata, in proportion to their respective Certificate Principal Balances.
(e) Any allocation of Realized Losses to a Certificate or any reduction in the Certificate Principal
Balance of a Certificate pursuant to Section 5.03(b) or (c) shall be accomplished by reducing the Certificate
Principal Balance thereof immediately following the distributions made on the related Distribution Date in
accordance with the definition of Certificate Principal Balance.
SECTION 5.04. Statements.
(a) On each Distribution Date, the Trustee shall make available to each Certificateholder, the Certificate
Insurer, the Seller, and the Rating Agency, a statement based, as applicable, on loan-level information obtained
from and the Servicer (the Distribution Date Statement) as to the distributions to be made or made, as
applicable, on such Distribution Date:
(i) the amount of the distribution made on such Distribution Date to the Holders of each Class
of Certificates allocable to principal;
(ii) the amount of the distribution made on such Distribution Date to the Holders of each Class
of Certificates allocable to interest;
(iii) the Senior Percentage, Senior Prepayment Percentage, Subordinate Percentage and
Subordinate Prepayment Percentage with respect to each Loan Group for the following Distribution
Date;
(iv) the aggregate amount of servicing compensation received by the Servicer during the
related Due Period and such other customary information as the Trustee deems necessary or desirable, or
which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns;
(v) the aggregate amount of Advances for the related Due Period and the amount of
unreimbursed Advances;
(vi) the Pool Collateral Balance and the Loan Group Collateral Balance for such Distribution
Date;;
(vii) the Loan Group Balance and related Net WAC and applicable Net WAC Cap for each
Loan Group at the Close of Business at the end of the related Due Period;
(viii) for each Loan Group, the aggregate Principal Balance of the One-Month MTA
Indexed Mortgage Loans at the Close of Business at the end of the related Due Period;
(ix) the amount on deposit in the Prefunding Account in the aggregate and for each Loan
Group (including a breakdown of amounts released during the prior calendar month in respect of
Aggregate Subsequent Transfer Amounts or amounts included in Available Funds on the Distribution
Date in the month following the end of the Prefunding Period);
(x) [reserved];
(xi) for each Loan Group, the number, weighted average remaining term to maturity and
weighted average Loan Rate of the related Mortgage Loans as of the related Due Date;
(xii) the number and aggregate unpaid principal balance of Mortgage Loans, in the aggregate
and for each Loan Group, (a) 30 to 59 days Delinquent, (b) 60 to 89 days Delinquent, (c) 90 or more
days Delinquent, (d) as to which foreclosure proceedings have been commenced and (e) in bankruptcy,
in each case as of the close of business on the last day of the preceding calendar month;
(xiii) the book value of any REO Property as of the Close of Business on the last
Business Day of the calendar month preceding the Distribution Date, and, cumulatively, the total number
and cumulative principal balance of all REO Properties in each Loan Group as of the Close of Business
of the last day of the preceding Due Period;
(xiv) the aggregate amount of Principal Prepayments with respect to each Loan Group
made during the related Prepayment Period;
(xv) the aggregate amount of Realized Losses incurred during the related Due Period and the
cumulative amount of Realized Losses and the amount of Realized Losses, if any, allocated to each Class
of Certificates or Principal-Only Components;
(xvi) the Class Certificate Principal Balance or Class Certificate Notional Balance, as
applicable, of each Class of Certificates and the Apportioned Principal Balances of the Subordinate
Certificates after giving effect to any distributions made thereon, on such Distribution Date;
(xvii) the Interest Distributable Amount in respect of each Class of Certificates, for 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;
(xviii) the aggregate amount of any Net Interest Shortfalls and the Unpaid Interest
Shortfall Amount for such Distribution Date;
(xix) the Available Funds with respect to each Loan Group;
(xx) the Pass-Through Rate for each Class of Certificates for such Distribution Date;
(xxi) the aggregate Principal Balance of Mortgage Loans purchased hereunder by the
Seller during the related Due Period, and indicating the relevant section of the Servicing Agreement, or
the Section of this Agreement, as applicable, requiring or allowing the purchase of each such Mortgage
Loan;
(xxii) the amount of any Principal Deficiency Amounts or Accrued Interest Amounts
paid to an Undercollateralized Group or amounts paid pursuant to Section 5.01(e)(i);
(xxiii) current Recoveries allocable to each Loan Group;
(xxiv) cumulative Recoveries allocable to each Loan Group;
(xxv) the amount of any Basis Risk Shortfall, if any, and the related accrued interest
thereon;
(xxvi) for each Loan Group, the amount of Deferred Interest and Net Deferred Interest, if
any, for such Loan Group;
(xxvii) payments made under the Yield Maintenance Agreements, if any;
(xxviii) the amount of Net Deferred Interest, if any, added to the Class Certificate
Principal Balance or Component Principal Balance of the related Certificates and Principal-Only
Components;
(xxix) the amount of the Certificate Insurer Reimbursement Amount, if any;
(xxx) the Deficiency Amount, if any, to be paid by the Certificate Insurer; and
(xxxi) the number of mortgage loans and the aggregate principal balance of the mortgage loans
that have negatively amortized in each Loan Group.

The Trustee will make the Distribution Date Statement (and, at its option, any additional files containing
the same information in an alternative format) available each month to Certificateholders and the other parties to
this Agreement via the Trustees internet website. The Trustees internet website shall initially be located at
https://trustinvestorreporting.usbank.com. Assistance in using the website can be obtained by calling the
Trustee customer service desk at (800) 934-6802. Parties that are unable to use the above distribution
option are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk
and indicating such. The Trustee shall have the right to change the way such reports are distributed in order to
make such distribution more convenient and/or more accessible to the parties, and the Trustee shall provide
timely and adequate notification to all parties regarding any such change.
In the case of information furnished pursuant to subclauses (i) and (ii) above, the amounts shall be
expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar
amount as of the Cut-Off Date.
(b) Within a reasonable period of time after the end of each calendar year, the Trustee shall, upon written
request, furnish to the Certificate Insurer and each Person who at any time during the calendar year was a
Certificateholder of a Regular Certificate, if requested in writing by such Person, such information as is
reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (i)
and (ii) above, aggregated for such calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared and furnished by the Trustee to Certificateholders
pursuant to any requirements of the Code as are in force from time to time.
(c) On each Distribution Date, the Trustee shall supply an electronic tape to Bloomberg Financial
Markets, Inc. in a format acceptable to Bloomberg Financial Markets, Inc. on a monthly basis, and shall supply
an electronic tape to Loan Performance and Intex Solutions in a format acceptable to Loan Performance and
Intex Solutions on a monthly basis.
SECTION 5.05. Remittance Reports; Advances.
(a)
No later than the 10
th
calendar day of each month, the Servicer shall deliver to the Trustee by
telecopy or electronic mail (or by such other means as the Servicer and the Trustee may agree from time to time)
the Remittance Report with respect to the Distribution Date. No later than the Close of Business New York time
on the fifth Business Day prior to such Distribution Date, the Servicer shall deliver or cause to be delivered to
the Trustee in addition to the information provided on the Remittance Report, such other loan-level information
reasonably available to it with respect to the Mortgage Loans as the Trustee may reasonably require to perform
the calculations necessary to make the distributions contemplated by Section 5.01. The Trustee shall have no
duty or obligation to calculate, recomputed or verify any information in the Remittance Report or other loan
level information that it receives from the Servicer.
(b) If the Monthly Payment on a Mortgage Loan that was due on a related Due Date and is delinquent,
other than as a result of application of the Relief Act, and for which the Servicer was required to make an
advance pursuant to the Servicing Agreement, exceeds the amount on deposit in the Distribution Account which
will be used for an advance with respect to such Mortgage Loan, the Servicer shall, on the Business Day
preceding the Distribution Date, deposit in the Distribution Account an amount equal to such deficiency, net of
the Servicing Fee, for such Mortgage Loan except to the extent the Servicer determines any such Advance to be
Nonrecoverable from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for
which such Advance was made. Subject to the foregoing, the Servicer shall continue to make such Advances
through the date that the Servicer is required to do so under the Servicing Agreement. If the Servicer determines
that an Advance is Nonrecoverable, it shall, on or prior to the related Distribution Date, present an Officers
Certificate to the Trustee (i) stating that the Servicer elects not to make a Advance in a stated amount and (ii)
detailing the reason it deems the advance to be Nonrecoverable.
SECTION 5.06. [Reserved]
SECTION 5.07. Basis Risk Reserve Fund.
(a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of
the holders of the LIBOR Certificates, a Basis Risk Reserve Fund, into which the Depositor shall deposit
$465,000.00, which amount is intended to cover the amount of Basis Risk Shortfalls, if any, on the first, second
and third Distribution Dates. On the third Distribution Date after the Closing Date, any interest accrued on such
initial deposit and any amounts remaining from such initial deposit will be distributed to the Seller.
The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any other moneys, including, without limitation,
other moneys of the Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund shall not be an asset
of any REMIC established hereby.
(b) On each Distribution Date, the Monthly Interest Distributable Amounts that would otherwise be
distributable with respect to the Class X Certificates shall instead be deposited in the Basis Risk Reserve Fund to
the extent of the Required Reserve Fund Deposit.
(c) On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class 1-A1A,
Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates, the Trustee, shall
withdraw first from the Yield Maintenance Account, the amount of such Basis Risk Shortfall for distribution on
such Distribution Date pursuant to Section 4.04 and Section 5.01(a)(iii), and then from Basis Risk Reserve Fund
the amount of any remaining Basis Risk Shortfall for such Classes of Certificates, pursuant to Section 5.01(a)
(iii). If on any Distribution Date the amount on deposit in the Basis Risk Reserve Fund is not sufficient to make
a full distribution of the Basis Risk Shortfall with respect to the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class
2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates remaining after application of funds available therefor in
the Yield Maintenance Account, the Trustee shall withdraw the entire amount on deposit in the Basis Risk
Reserve Fund and distribute such amount to such Classes of Certificates on a pro rata basis.
On any Distribution Date for which a Basis Risk Shortfall exists with respect to the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class
B-12 Certificates, the Trustee, after making the distributions described in the immediately preceding paragraph
to the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C1 and Class 2-A1C2 Certificates,
distribute the lesser of any amounts remaining on deposit in the Basis Risk Reserve Fund and such Basis Risk
Shortfall to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-
9, Class B-10, Class B-11 and Class B-12 Certificates, sequentially, in that order.
Funds remaining in the Basis Risk Reserve Fund on any Distribution Date after funding the payment of
Basis Risk Shortfalls for such Distribution Date will be allocated to the Class X Certificates, up to the amount of
the Required Reserve Fund Deposit for such Distribution Date.
(d) Funds in the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any earnings on
amounts in the Basis Risk Reserve Fund shall be for the benefit of the Class X Certificateholders. The Class X
Certificates shall evidence ownership of the Basis Risk Reserve Fund for federal income tax purposes and the
Holders thereof shall direct the Trustee, in writing, as to investment of amounts on deposit therein. The Class X
Certificateholder(s) shall be liable for any losses incurred on such investments. In the absence of written
instructions from the Class X Certificateholder as to investment of funds on deposit in the Basis Risk Reserve
Fund, such funds shall be invested in money market funds as specified by the Depositor and as described in
clause (vi) of the definition of Permitted Investments in Article I. For all Federal income tax purposes, amounts
transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by
the Upper-Tier REMIC to the Class X Certificateholders.
(e) Except as provided expressly hereunder, the Trustee shall have no obligation to invest and reinvest
cash held in the Basis Risk Reserve Fund in the absence of timely and specific written investment direction from
the Depositor. In no event shall the Trustee be liable for the selection of investments or for investment losses
incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of
any investment prior to its stated maturity or the failure of the Depositor to provide timely written
investment direction.
(f) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed
to be in the Trustees economic self interest for (i) serving as investment advisor, administrator, shareholder
servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to
effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted
Investments. The Trustee does not guarantee the performance of any Permitted Investment.
(g) Upon termination of the Trust Fund any amounts remaining in the Basis Risk Reserve Fund shall be
distributed to the Class X Certificateholders.
SECTION 5.08. Recoveries.
(a) With respect to any Class of Certificates or Principal-Only Component to which a Realized Loss has
been allocated (including any such Class or Principal-Only Component for which the related Class Certificate
Principal Balance or Component Principal Balance has been reduced to zero), the Class Certificate Principal
Balance or Component Principal Balance of such Class or Component, as applicable, will be increased, up to the
amount of related Recoveries for such Distribution Date as follows:
(i) first, the Class Certificate Principal Balance of each Class of Senior Certificates or
Component Principal Balance of the Principal-Only Component related to the Loan Group from which
the Recovery was collected, will be increased pro rata, up to the lesser of Net Realized Losses previously
allocated to each such Class or Component and the amount of Recoveries for such Distribution Date, and
(ii) second, the Class Certificate Principal Balance of each Class of Subordinate Certificates
will be increased in order of seniority, up to the lesser of Net Realized Losses previously allocated to
each such Class and the amount of Recoveries for such Distribution Date.
(b) Any increase to the Class Certificate Principal Balance of a Class of Certificates or Component
Principal Balance of a Principal-Only Component shall increase the Certificate Principal Balance of each
Certificate of the related Class or the Component Principal Balance of each PO Component pro rata in
accordance with each Percentage Interest.
ARTICLE VI

THE CERTIFICATES
SECTION 6.01. The Certificates.
The Certificates shall be substantially in the form annexed hereto as Exhibit A-1 through E. Each of the
Certificates shall, on original issue, be executed by the Trustee and authenticated and delivered by the
Certificate Registrar upon the written order of the Depositor concurrently with the sale and assignment to the
Trustee of the Trust Fund. Each Class of the Regular Certificates shall be initially evidenced by one or more
Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral
dollar multiples of $1 in excess thereof, in the case of the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-
A1B, Class 2-A1C1, Class 2-A1C2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-
7, Class B-8 and Class B-9 Certificates and $100,000 and integral dollar multiples of $1 in excess thereof, in the
case of the Class X, Class B-10, Class B-11 and Class B-12 Certificates except that one Certificate of each of
the Class B-10, Class B-11 and Class B-12 Certificates may be in a different denomination so that the sum of
the denominations of all outstanding Certificates of such Class shall equal the Class Certificate Principal
Balance of such Class on the Closing Date. The Class PO Certificates will be offered in minimum percentage
interests of 0.01%. The Class A-R and Class A-R-II Certificates are issuable only in a Percentage Interest of
100%.
The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of
the Trustee by a Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall be binding,
notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication
and delivery of such Certificates or did not hold such offices at the date of such Certificate. Each Certificate
shall, on original issue, be authenticated by the Certificate Registrar upon the order of the Depositor. No
Certificate shall be entitled to any benefit under this Agreement or be valid for any purpose, unless such
Certificate shall have been manually authenticated by the Certificate Registrar substantially in the form provided
for herein, and such authentication upon any Certificate 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. At any time and from time to time after the execution and delivery of this
Agreement, the Depositor may deliver Certificates executed by the Trustee to the Certificate Registrar for
authentication and the Certificate Registrar shall authenticate and deliver such Certificates as provided in this
Agreement and not otherwise. Subject to Section 6.02(c), the Senior Certificates (other than the Residual
Certificates) and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8,
Class B-9, Class B-10, Class B-11 and Class B-12 Certificates shall be Book-Entry Certificates. The Residual
Certificates shall be Physical Certificates.
The Private Certificates shall be offered and sold in reliance either on (i) the exemption from registration
under Rule 144A of the 1933 Act and shall be issued initially in the form of one or more permanent global
Certificates in definitive, fully registered form with the applicable legends set forth in Exhibit C (each, a
Restricted Global Security) or (ii) Regulation S and shall be issued initially in the form of one or more
permanent global Certificates in definitive, fully registered form without interest coupons with the applicable
legends set forth in Exhibit C hereto (each, a Regulation S Global Security), which shall be deposited on
behalf of the subscribers for such Certificates represented thereby with the Trustee, as custodian for DTC and
registered in the name of a nominee of DTC, duly executed by the Trustee and authenticated by the Certificate
Registrar as hereinafter provided. The aggregate principal amounts of the Restricted Global Securities or
Regulation S Global Securities, as applicable, may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar and DTC or its nominee, as the case may be, as hereinafter
provided.
SECTION 6.02. Registration of Transfer and Exchange of Certificates.
(a) The Certificate Registrar shall cause to be kept a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is hereby appointed,
and the Trustee hereby accepts its appointment as, initial Certificate Registrar, for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the
Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph, the Trustee on behalf of
the Trust shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest.
At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized
denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged
at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall
execute on behalf of the Trust, and the Certificate Registrar shall authenticate and deliver the Certificates which
the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer satisfactory to the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing.
(b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times
remain registered in the name of the Depository or its nominee and at all times: (i) registration of such
Certificates may not be transferred by the Trustee or the Certificate Registrar except to another Depository; (ii)
the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on
the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the
Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v)
the Certificate Registrar and the Trustee shall for all purposes deal with the Depository as representative of the
Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and
requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are
made with respect to different Certificate Owners; (vi) the Trustee and the Certificate Registrar may rely and
shall be fully protected in relying upon information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the
direct participants of the Depository shall have no rights under this Agreement under or with respect to any of
the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee, the
Certificate Registrar and their respective agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.
All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm representing such Certificate Owners.
Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners that it represents
or of brokerage firms for which it acts as agent in accordance with the Depositorys normal procedures. The
parties hereto are hereby authorized to execute one or more Letter of Representations with the Depository or
take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository.
In the event of any conflict between the terms of any such Letter of Representation and this Agreement, the
terms of this Agreement shall control.
(c) If (x) the Depository or the Depositor advises the Certificate Registrar in writing that the Depository
is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Certificate
Registrar or the Depositor is unable to locate a qualified successor, upon surrender to the Certificate Registrar of
the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for
registration, the Trustee shall at the Sellers expense execute on behalf of the Trust and authenticate definitive,
fully registered certificates (the Definitive Certificates). Neither the Depositor nor the Certificate Registrar
shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee, the Certificate
Registrar and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(d) No transfer, sale, pledge or other disposition of any Private Certificate, other than a Private
Certificate sold in an offshore transaction in reliance on Regulation S, shall be made unless such disposition is
exempt from the registration requirements of the 1933 Act, and any applicable state securities laws or is made in
accordance with the 1933 Act and laws. Any Private Certificates sold to an accredited investor under Rule
501(a)(1), (2), (3) or (7) under the 1933 Act shall be issued only in the form of one or more Definitive
Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the
transfer of such Definitive Certificates. In the event of any transfer of any Private Certificate in the form of a
Definitive Certificate, (i) the transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer
in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Certificate Registrar, in
substantially the form attached hereto as Exhibit J-2) under the 1933 Act, or (B) such transfer is made to an
accredited investor under Rule 501(c)(1), (2), (3) or (7) under the 1933 Act (as evidenced by an investment
letter delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit J-1, and, if so
required by the Certificate Registrar and the Depositor, a written Opinion of Counsel (which may be
in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar
and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be
made pursuant to an exemption, including a description of the applicable exemption and the basis therefor, from
the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of
the Trust, the Trustee, the Certificate Registrar or the Depositor) or (ii) the Certificate Registrar shall require the
transferor to execute a transferor certificate and the transferee to execute an investment letter acceptable to and
in form and substance reasonably satisfactory to the Depositor and the Certificate Registrar certifying to the
Depositor and the Certificate Registrar the facts surrounding such transfer, which investment letter shall not be
an expense of the Trust, the Trustee, the Certificate Registrar or the Depositor. Each Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate
Registrar, the Seller 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.
In the case of a Private Certificate that is a Book-Entry Certificate, for purposes of the preceding
paragraph, the representations set forth in the investment letter in clause (i) shall be deemed to have been made
to the Certificate Registrar by the transferees acceptance of such Private Certificate that is also a Book-Entry
Certificate (or the acceptance by a Certificate Owner of the beneficial interest in such Certificate).
If any Certificate Owner that is required under this Section 6.02(d) to transfer its Class B-10, Class B-11
or Class B-12 Certificates that are Book-Entry Certificates in the form of Definitive Certificates, (i) notifies the
Trustee of such transfer or exchange and (ii) transfers such Book-Entry Certificates to the Trustee, in its capacity
as such, through the book-entry facilities of the Depository, then the Trustee, on behalf of the Trust, shall
decrease the balance of such Book-Entry Certificates, or the Trustee shall use reasonable efforts to cause the
surrender to the Certificate Registrar of such Book-Entry Certificates by the Depository, and thereupon, the
Trustee shall execute, authenticate and deliver to such Certificate Owner or its designee one or more Definitive
Certificates in authorized denominations and with a like aggregate Certificate Principal Balance.
Subject to the provisions of this Section 6.02(d) governing registration of transfer and exchange Class B-
10, Class B-11 or Class B-12 Certificates (i) held as Definitive Certificates may be transferred in the form of
Book-Entry Certificates in reliance on Rule 144A (to one or more Qualified Institutional Buyers) or Regulation
S und under the 1933 Act that are acquiring such Definitive Certificates, their own accounts for or for the
accounts of other Qualified Institutional Buyers and (ii) held as Definitive Certificates by a Qualified
Institutional Buyer or an investor under Regulation S for its own account or for the account of another Qualified
Institutional Buyer or Regulation S investor may be exchanged for Book-Entry Certificates, in each case upon
surrender of such Certificates for registration of transfer or exchange at the offices of the Trustee maintained for
such purpose. Whenever any such Certificates are so surrendered for transfer or exchange, either the Trustee
shall increase the balance of the related Book-Entry Certificates or the Trustee shall execute, authenticate and
deliver the Book-Entry Certificates for which such Certificates were transferred or exchanged, as necessary and
appropriate. No Holder of any such Definitive Certificates other than a Qualified Institutional Buyer or a
Regulation S investor holding such Certificates for its own account or for the account of another Qualified
Institutional Buyer or Regulation S investor may exchange such Certificates for Book-Entry Certificates.
Further, any Certificate Owner of such Book-Entry Certificates other than any such Qualified Institutional
Buyers or Regulation S investors shall notify the Trustee of its status as such and shall transfer such Book-Entry
Certificate to the Trustee, through the book-entry facilities of the Depository, whereupon, and also upon
surrender to the Trustee of such Book-Entry Certificates by the Depository, (which surrender the Trustee shall
use reasonable efforts to cause to occur), the Trustee shall execute, authenticate and deliver to such Certificate
Owner or such Certificate Owners nominee one or more Definitive Certificates in authorized denominations
and with a like aggregate Certificate Principal Balance.
None of the Depositor, the Seller, the Certificate Registrar or the Trustee is obligated to register or
qualify the Private 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 a Private Certificate shall, and does
hereby agree to, indemnify the Trustee, the Seller, the Depositor and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state
laws.
No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made
unless the Certificate Registrar shall have received either (i) a representation from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor
(such requirement is satisfied only by the Certificate Registrars receipt of a representation letter from the
transferee substantially in the form of Exhibit I-1 or I-2, as applicable, hereto), to the effect that such transferee
is not an employee benefit plan subject to Section 406 of ERISA or a plan or arrangement subject to Section
4975 of the Code, nor a person acting on behalf of any such plan or arrangement nor using the assets of any such
plan or arrangement to effect such transfer or (ii) if such Certificate has been the subject of an ERISA-
Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is an
insurance company which is purchasing such Certificates with funds contained in an insurance company
general account (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60
(PTCE 95-60) and that the purchase and holding of such Certificates are covered under Sections I and III of
PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Certificate Registrar, which Opinion of Counsel
shall not be an expense of the Trustee, the Certificate Registrar, the Servicer, the Depositor or the Trust,
addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted
Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Certificate Registrar, the
Servicer, or the Depositor to any obligation in addition to those expressly undertaken in this Agreement or to
any liability. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-
Restricted Certificate in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or
Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory
to the Certificate Registrar as described above shall be void and of no effect.
In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clauses
(i) or (ii) of the first sentence of the preceding paragraph, such representations shall be deemed to have been
made to the Certificate Registrar by the transferees acceptance of such ERISA-Restricted Certificate that is also
a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in such Certificate).
To the extent permitted under applicable law (including, but not limited to, ERISA), none of the Trustee,
the Certificate Registrar or the Depositor shall have any liability to any Person for any registration of transfer of
any ERISA-Restricted Certificate that is in fact not permitted by this Section 6.02(d) so long as the transfer was
registered by the Certificate Registrar in accordance with the foregoing requirements. In addition, none of the
Trustee, the Certificate Registrar or the Depositor shall be required to monitor, determine or inquire as to
compliance with the transfer restrictions with respect to any ERISA-Restricted Certificate in the form of a Book-
Entry Certificate, and none of the Trustee, the Certificate Registrar or the Depositor shall have any liability for
transfers of Book-Entry Certificates or any interests therein made in violation of the restrictions on transfer
described in the Prospectus Supplement and this Agreement.
(e) 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 appointed the Depositor or its designee as its attorney-in-fact to negotiate the
terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other
things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership
Interest in a Residual Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be
a Permitted Transferee who acquires such Ownership Interest in a Residual Certificate for its own
account and not in the capacity as trustee, nominee or agent for another Person and shall promptly notify
the Certificate Registrar and the Trustee of any change or impending change in its status as
such a Permitted Transferee.
(ii) No Ownership Interest in a Residual Certificate may be registered on the Closing Date and
no Ownership Interest in a Residual Certificate may thereafter be transferred, and the Certificate
Registrar shall not register the Transfer of a Residual Certificate unless, in addition to the certificates
required to be delivered under subsection (d) above, the Trustee and the Certificate Registrar shall have
been furnished with an affidavit (Transfer Affidavit) of the initial owner of such Residual Certificate
or proposed transferee of a Residual Certificate in the form attached hereto as Exhibit L.
(iii) In connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trustee and the Certificate Registrar shall as a condition to registration of the transfer,
require delivery to them of a Transferor Certificate in the form of Exhibit K hereto from the proposed
transferor to the effect that the transferor (a) has no knowledge the proposed Transferee is not a
Permitted Transferee acquiring an Ownership Interest in such Residual Certificate for its own account
and not in a capacity as trustee, nominee, or agent for another Person, and (b) has not undertaken the
proposed transfer in whole or in part to impede the assessment or collection of tax.
(iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in
violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of the provisions of this Section,
become a Holder of such Residual Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of Transfer of such Residual Certificate
was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date
of registration of transfer of such Residual Certificate. None of the Trustee, the Certificate Registrar or
the Depositor shall have any liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by this Section so long as the Trustee and the Certificate Registrar
received the documents specified in clause (iii). The Certificate Registrar shall be entitled to recover
from any Holder of such Residual Certificate that was in fact not a Permitted Transferee at the time such
distributions were made all distributions made on such Residual Certificate. Any such distributions so
recovered by the Certificate Registrar shall be distributed and delivered by the Certificate Registrar to
the last Holder of such Residual Certificate that is a Permitted Transferee.
(v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a
Residual Certificate in violation of the restrictions in this Section, then the Trustee shall have the right
but not the obligation, without notice to the Holder of such Residual Certificate or any other Person
having an Ownership Interest therein, to notify the Depositor to arrange for the sale of such Residual
Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to
the Depositor or its affiliates in connection with such sale), expenses and taxes due, if any, will be
remitted by the Certificate Registrar to the previous Holder of such Residual Certificate that is a
Permitted Transferee, except that in the event that the Certificate Registrar determines that the Holder of
such Residual Certificate may be liable for any amount due under this Section or any other provisions of
this Agreement, the Certificate Registrar may withhold a corresponding amount from such remittance as
security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in
the sole discretion of the Trustee and the Certificate Registrar and they shall not be liable to any Person
having an Ownership Interest in such Residual Certificate as a result of its exercise of such discretion.
(vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a
Residual Certificate in violation of the restrictions in this Section, then the Trustee upon receipt of
reasonable compensation will provide to the Internal Revenue Service, and to the persons specified in
Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section
860E(e)(5) of the Code on transfers of residual interests to disqualified organizations.
The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which
there shall have been delivered to the Certificate Registrar and the Servicer, in form and substance satisfactory
to the Certificate Registrar, (i) written notification from the Rating Agency that the removal of the restrictions
on Transfer set forth in this Section will not cause the Rating Agency to downgrade its ratings of the Certificates
(determined in the case of the Insured Certificates, without giving effect to the Certificate Insurance Policy) and
(ii) an Opinion of Counsel to the effect that such removal will not cause the REMIC created hereunder to fail to
qualify as a REMIC.
(f) Notwithstanding any provision to the contrary herein, so long as a Restricted Global Security or
Regulation S Global Security, as applicable, representing the Certificates remains outstanding and is held by or
on behalf of the Depository, transfers of a Restricted Global Security or Regulation S Global Security, as
applicable, representing the Certificates, in whole or in part, shall only be made in accordance with Section 6.01
and this Section 6.02(f).
(i) Subject to clauses (ii) and (iii) of this Section 6.02(f), transfers of a Restricted Global
Security or Regulation S Global Security, as applicable, representing the Certificates shall be limited to
transfers of such a Restricted Global Security or Regulation S Global Security, as applicable, in whole,
but not in part, to nominees of the Depository or to a successor of the Depository or such successors
nominee.
(ii) Restricted Global Security to Regulation S Global Security. If a holder of a beneficial
interest in a Restricted Global Security deposited with or on behalf of the Depository wishes at any time
to exchange its interest in such Restricted Global Security for an interest in a Regulation S Global
Security, or to transfer its interest in such Restricted Global Security to a Person who wishes to take
delivery thereof in the form of an interest in a Regulation S Global Security, such holder, provided such
holder is not a U.S. Person, may, subject to the rules and procedures of the Depository, exchange or
cause the exchange of such interest for an equivalent beneficial interest in the Regulation S Global
Security. Upon receipt by the Trustee, as Certificate Registrar, of (A) instructions from the Depository
directing the Trustee, as Certificate Registrar, to cause to be credited a beneficial interest in a Regulation
S Global Security in an amount equal to the beneficial interest in such Restricted Global Security to be
exchanged but not less than the minimum denomination applicable to such Certificateholders held
through a Regulation S Global Security, (B) a written order given in accordance with the Depositorys
procedures containing information regarding the participant account of the Depository and, in the case of
a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be
credited with such increase and (C) a certificate in the form of Exhibit N-1 hereto given by the holder of
such beneficial interest stating that the exchange or transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Global Securities, including that the holder is not a U.S.
Person and pursuant to and in accordance with Regulation S, the Trustee, as Certificate Registrar, shall
reduce the principal amount of the Restricted Global Security and increase the principal amount of the
Regulation S Global Security by the aggregate principal amount of the beneficial interest in the
Restricted Global Security to be exchanged, and shall instruct Euroclear or Clearstream, as applicable,
concurrently with such reduction, to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Global Security equal to the reduction in the
principal amount of the Restricted Global Security.
(iii) Regulation S Global Security to Restricted Global Security. If a holder of a beneficial
interest in a Regulation S Global Security deposited with or on behalf of the Depository wishes at any
time to transfer its interest in such Regulation S Global Security to a Person who wishes to take delivery
thereof in the form of an interest in a Restricted Global Security, such holder may, subject to the rules
and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in a Restricted Global Security. Upon receipt by the Trustee, as Certificate Registrar,
of (A) instructions from the Depository directing the Trustee, as Certificate Registrar, to cause to be
credited a beneficial interest in a Restricted Global Security in an amount equal to the beneficial interest
in such Regulation S Global Security to be exchanged but not less than the minimum
denomination applicable to such Certificateholders Certificates held through a Restricted Global
Security, to be exchanged, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase, and (B) a certificate in the form of Exhibit N-2
hereto given by the holder of such beneficial interest and stating, among other things, that the Person
transferring such interest in such Regulation S Global Security reasonably believes that the Person
acquiring such interest in a Restricted Global Security is a qualified institutional buyer within the
meaning of Rule 144A, is obtaining such beneficial interest in a transaction meeting the requirements of
Rule 144A and in accordance with any applicable securities laws of any State of the United States or any
other jurisdiction, then the Trustee, as Certificate Registrar, will reduce the principal amount of the
Regulation S Global Security and increase the principal amount of the Restricted Global Security by the
aggregate principal amount of the beneficial interest in the Regulation S Global Security to be
transferred and the Trustee, as Certificate Registrar, shall instruct the Depository, concurrently with such
reduction, to credit or cause to be credited to the account of the Person specified in such instructions a
beneficial interest in the Restricted Global Security equal to the reduction in the principal amount of the
Regulation S Global Security.
(iv) Other Exchanges. In the event that a Restricted Global Security or Regulation S Global
Security, as applicable, is exchanged for Certificates in definitive registered form without interest
coupons, such Certificates may be exchanged for one another only in accordance with such procedures
as are substantially consistent with the provisions above (including certification requirements intended to
insure that such transfers comply with Rule 144A or are to non-U.S. Persons, or otherwise comply with
Regulation S under the Securities Act, as the case may be, and as may be from time to time adopted by
the Depositor and the Trustee.
(v) Restrictions on U.S. Transfers. Transfers of interests in the Regulation S Global Security
to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions
of Section 6.02(f)(iii).
(g) No service charge shall be made for any registration of transfer or exchange of Certificates of any
Class, 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.
All Certificates surrendered for registration of transfer or exchange shall be cancelled by the Certificate
Registrar and disposed of pursuant to its standard procedures.
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the Certificate Registrar or the Trustee or
the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (ii) there is delivered to the Trustee and the Depositor such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of notice to the Trustee, the Depositor or the Certificate
Registrar (and, with respect to the Insured Certificates, the Certificate Insurer) that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute on behalf of the Trust and the Certificate Registrar
shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and Percentage Interest. Upon the issuance of any new Certificate
under this Section, the Trustee, the Depositor or 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 Trustee, the Depositor and the Certificate Registrar) in
connection therewith. Any duplicate Certificate issued pursuant to this Section, shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.
SECTION 6.04. Persons Deemed Owners.
The Depositor, the Trustee, the Certificate Registrar, the Certificate Insurer (with respect to the Insured
Certificates) and any agent of the Depositor, the Trustee, Certificate Registrar or Certificate Insurer may treat
the Person, including a Depository, in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions pursuant to Section 5.01 hereof and for all other purposes whatsoever,
and none of the Trust, the Depositor, the Trustee, the Certificate Registrar or any agent of any of them shall be
affected by notice to the contrary.
ARTICLE VII

DEFAULT
SECTION 7.01. Event of Default.
If an Event of Default described in a Servicing Agreement shall occur and be continuing, then, and in
each and every such case, so long as an Event of Default shall not have been remedied within the applicable
grace period, the Trustee may, and at the written direction of the Holders of Certificates evidencing Voting
Rights aggregating not less than 51%, shall, by notice then given in writing to the Servicer, terminate all of the
rights and obligations of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall
also be given to the Rating Agency, the Depositor, the Certificate Insurer and the Seller. The Trustee, upon a
Responsible Officer having actual knowledge of such default, shall deliver a written notice to the Servicer of the
Event of Default on any Servicer Remittance Date on which the Servicer fails to make any deposit or payment
required pursuant to the Servicing Agreement (including but not limited to Advances to the extent required
pursuant to the Servicing Agreement). Pursuant to the Servicing Agreement, on or after the receipt by the
Servicer (and by the Trustee if such notice is given by the Certificate Insurer or the Holders) of such written
notice, all authority and power of the Servicer under the Servicing Agreement, with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee and the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each
Mortgage Loan and related documents or otherwise.
SECTION 7.02. Trustee to Act.
(a) From and after the date the Servicer (and the Trustee, if notice is sent by the Certificate Insurer or the
Holders) receives a notice of termination pursuant to Section 7.01, the Trustee immediately shall be the
successor in all respects to the Servicer in its capacity as servicer under the Servicing Agreement and the
transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession,
including the immediate obligation to make Advances. As compensation therefor, the Trustee shall be entitled
to such compensation as the Servicer would have been entitled to under the Servicing Agreement if no such
notice of termination had been given. Notwithstanding the above, (i) if the Trustee is unwilling to act as
successor Servicer or (ii) if the Trustee is legally unable so to act, the Trustee shall appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage
loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the
Servicer under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or
liabilities of the Servicer under the Servicing Agreement; provided, that the appointment of any such successor
Servicer shall not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates
by the Rating Agency as evidenced by a letter to such effect from the Rating Agency. Pending appointment of a
successor to the Servicer under the Servicing Agreement, unless the Trustee is prohibited by law from so acting,
the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and
assumption, the successor shall be entitled to receive compensation out of payments on Mortgage
Loans in an amount equal to the compensation which the Servicer would otherwise have received hereunder.
Except with respect to the making of Advances the defaulting Servicer was required to make but did not make,
the successor Servicer, including the Trustee in such capacity, shall not be liable for any acts or omissions of the
predecessor Servicer or for any breach by such Servicer of any of its representations or warranties made by it in
the Servicing Agreement or in any related document or agreement. The Trustee and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.
(b) Any successor, including the Trustee, to the Servicer under the Servicing Agreement shall during the
term of its service as Servicer continue to service and administer the Mortgage Loans for the benefit of
Certificateholders pursuant to the terms and conditions of the Servicing Agreement, and maintain in force a
policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer
under the Servicing Agreement.
(c) Notwithstanding anything else herein to the contrary, in no event shall the Trustee be liable for any
servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary
to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth
or provided for herein.
(d) The Trustee shall be entitled to be reimbursed by the Trust Fund (pursuant to Section 4.03(a)(xii)), in
the event that the Servicer does not reimburse the Trustee under the Servicing Agreement, for all costs
associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs
or expenses associated with the termination of the predecessor Servicer, the appointment of a successor servicer,
the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data
as may be required by the Trustee or any successor servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Trustee or successor servicer to service the Mortgage Loans property
and effectively.
SECTION 7.03. Waiver of Event of Default.
The Majority Certificateholders may, on behalf of all Certificateholders, by notice in writing to the
Trustee, direct the Trustee to waive any events permitting removal of the Servicer under this Agreement,
provided, however, that the Majority Certificateholders may not waive an event that results in a failure to make
any required distribution on a Certificate without the consent of the Holder of such Certificate. Upon any
waiver of an Event of Default, such event shall cease to exist and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other event or impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Trustee to the Rating Agency and the Certificate Insurer.
SECTION 7.04. Notification to Certificateholders.
(a) Upon any termination or appointment of a successor to the Servicer pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to the Certificate Insurer and the Certificateholders at their
respective addresses appearing in the Rating Agency.
(b) No later than 60 days after the occurrence of any event which constitutes or which, with notice or a
lapse of time or both, would constitute an Event of Default of which a Responsible Officer of the Trustee
becomes aware of the occurrence of such an event, the Trustee shall transmit by mail to the Certificate Insurer
and all Certificateholders notice of such occurrence unless such Event of Default shall have been waived or
cured.
ARTICLE VIII

THE TRUSTEE
SECTION 8.01. Duties of the Trustee
The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of
Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default has occurred (which has not been cured or waived) of which a
Responsible Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they conform to the requirements of this
Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such
resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner, the Trustee shall take such
action as it deems appropriate to have the instrument corrected.
On each Distribution Date, the Trustee, shall make monthly distributions and the final distribution to the
Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and 10.01 herein.
No provision of this Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) prior to the occurrence of an Event of Default, and after the curing of all such Events of
Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the
part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Agreement;
(ii) the Trustee shall not be liable for an error of judgment made in good faith by a
Responsible Officer of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining
or investigating the facts related thereto;
(iii) the Trustee shall not be personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the consent or at the direction of Holders of
Certificates as provided herein relating to the time, method and place of conducting any remedy pursuant
to this Agreement, or exercising or omitting to exercise any trust or power conferred upon the Trustee
under this Agreement;
(iv) the Trustee shall not be responsible for any act or omission of the Servicer, the Depositor,
the Seller or the Custodian, or any successor Custodian; and
(v) the Trustee shall not be charged with knowledge of any Event of Default unless a
Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure
or the Trustee receives written notice at the Corporate Trust Office of such Event of Default.
The Trustee shall not be required to expend or risk its own funds or otherwise incur financial or other
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if
there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against
such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in
any event require the Trustee to perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Trustee shall
be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance
with the terms of the Servicing Agreement.
SECTION 8.02. Certain Matters Affecting the Trustee
Except as otherwise provided in Section 8.01 hereof:
(i) the Trustee may request and conclusively rely upon, and shall be fully protected in acting
or refraining from acting upon, any resolution, Officers Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been signed or presented by the
proper party or parties, and the manner of obtaining consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) the Trustee may consult with counsel and any advice of its counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(iii) the Trustee shall not be under any obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any litigation hereunder or in relation
hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of
this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or
thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not
be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act;
(iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) prior to the occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, the Trustee shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the
Majority Certificateholder; provided, however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee not reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding.
(vi) the Trustee shall not be accountable, shall have no liability and makes no representation as
to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act
as the Servicer pursuant to Section 7.02 hereof and thereupon only for the acts or omissions of the
Trustee as a successor Servicer;
(vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, nominees, attorneys or a custodian, and shall not be
responsible for any willful misconduct or negligence on the part of any agent, nominee, attorney or
custodian appointed by the Trustee in good faith; and
(viii) the right of the Trustee to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of such act.
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the authentication and countersignature
on the Certificates) shall be taken as the statements of the Seller, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation or warranty as to the validity or sufficiency of
this Agreement or of the Certificates (other than the signature and countersignature on the Certificates) or of any
Mortgage Loan or related document or of MERS or the MERS System. The Trustee shall not at any time have
any responsibility or liability for or with respect to the legality, validity and enforceability of any Yield
Maintenance Agreement, the Certificate Insurance Policy, any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Trust or the ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the existence, condition and ownership
of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02 hereof); the validity of the assignment of
any Mortgage Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage Loan;
the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the
Servicer pursuant to Section 7.02 hereof); the compliance by the Depositor or the Seller with any warranty or
representation made under this Agreement or in any related document or the accuracy of any such warranty or
representation prior to the Trustees receipt of notice or other discovery of any non-compliance therewith or any
breach thereof; the acts or omissions of the Servicer (other than if the Trustee shall assume the duties of the
Servicer pursuant to Section 7.02 hereof, and then only for the acts or omissions of the Trustee as the successor
Servicer), any Mortgagor; or any action by the Trustee taken at the instruction of the Servicer (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02 hereof, and then only for the actions of
the Trustee as the successor Servicer); provided, however, that the foregoing shall not relieve the Trustee of its
obligation to perform its duties under this Agreement, including, without limitation, the Trustees duty to review
the Mortgage Files, if so required pursuant to Section 2.01 of this Agreement.
SECTION 8.04. Trustee and Custodian May Own Certificates.
The Trustee, and the Custodian in their respective individual capacities, or in any capacity other than as
Trustee, or Custodian, hereunder, may become the owner or pledgee of any Certificates with the same rights as
they would have if they were not Trustee or Custodian, as applicable, and may otherwise deal with the parties
hereto.
SECTION 8.05. Trustees Fees and Expenses.
The Trustee shall be compensated by the Trustee Fee as compensation for its services hereunder. In
addition, the Trustee will be entitled to recover from the Distribution Account pursuant to Section 4.03(a) all
reasonable out-of-pocket expenses, disbursements and advances, including without limitation, in connection
with any filing that the Trustee is required to make under Section 3.06 hereof, any Event of Default, any breach
of this Agreement or any claim or legal action (including any pending or threatened claim or legal action)
incurred or made by the Trustee in the performance of its duties or the administration of the trusts hereunder
(including, but not limited to, the performance of its duties under Section 2.03 hereof) or under any Yield
Maintenance Agreement or the Certificate Insurance Policy (including the reasonable compensation, expenses
and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its
negligence or intentional misconduct or which is specifically designated herein as the responsibility of the
Depositor, the Seller, or the Certificateholders hereunder. If funds in the Distribution Account are insufficient
therefor, the Trustee shall recover such expenses from future collections on the Mortgage Loans or as
otherwise agreed by the Certificateholders. Such compensation and reimbursement obligation shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust.
SECTION 8.06. Eligibility Requirements for Trustee
The Trustee hereunder shall each at all times be an entity duly organized and validly existing under the
laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust
powers, and shall each have a combined capital and surplus of at least $50,000,000, a minimum long-term debt
rating in the third highest rating category by the Rating Agency, a minimum short-term debt rating in the second
highest rating category by the Rating Agency, and shall each be subject to supervision or examination by federal
or state authority. If such entity publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06, the
combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The principal office of the Trustee (other than the initial
Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to such Trustee at the
time such Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of
such state. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07
hereof.
SECTION 8.07. Resignation or Removal of Trustee
The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the Trustee, the Depositor, the Seller, the
Certificate Insurer and the Rating Agency. Upon receiving such notice of resignation of the Trustee, the
Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 by written
instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy
to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06
hereof or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately
preceding sentence, the Depositor shall promptly appoint a successor Trustee that meets the requirements of
Section 8.06, by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee
so removed, and one copy to the successor Trustee and one copy to the Certificate Insurer.
The Majority Certificateholders may at any time remove the Trustee by written instrument or
instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best
efforts to appoint a successor Trustee in accordance with this Section.
Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor
Trustee as provided in Section 8.08 hereof. As long as the Certificate Insurance Policy is in effect, the Trustee
will send a written notice to the Certificate Insurer of any such resignation, removal or appointment.
SECTION 8.08. Successor Trustee
Any successor Trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and
deliver to the Depositor and the Seller and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become
effective, and such successor Trustee without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The Depositor, the Seller, and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee, as applicable, all such rights, powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 hereof and the
appointment of such successor Trustee shall not result in a downgrading of the Senior Certificates by the Rating
Agency, as evidenced by a letter from the Rating Agency.
Upon acceptance of appointment by a successor Trustee as provided in this Section 8.08, the successor
Trustee shall mail notice of such appointment hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register, to the Certificate Insurer and to the Rating Agency.
SECTION 8.09. Merger or Consolidation of Trustee
Any entity into which the Trustee may be merged or converted or with which it may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any
entity succeeding to all or substantially all of the business of the Trustee shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of Section 8.06 and 8.08 hereof, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Trust or any Mortgaged Property may at the time
be located, the Depositor and the Trustee acting jointly shall have the power, and the Trustee shall, and shall
instruct the Depositor to, at the expense of the Trust Fund, execute and deliver all instruments to appoint one or
more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the
Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under Section 8.06 hereof, and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required under Section 8.08 hereof.
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject
to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-
trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act
separately without the Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including the holding of title to the
Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such
separate trustee or co-trustee, but solely at the direction of the Trustee;
(ii) no trustee hereunder shall be held personally liable by reason of any act or omission of any
other trustee hereunder; and
(iii) the Depositor and the Trustee, acting jointly may at any time accept the resignation of or
remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII.
Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the Depositor.
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact,
with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor Trustee.
SECTION 8.11. Limitation of Liability.
The Certificates are executed by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by this Agreement. Each of the
undertakings and agreements made on the part of the Trustee in the Certificates is made and intended not as a
personal undertaking or agreement by the Trustee but is made and intended for the purpose of binding only the
Trust.
SECTION 8.12. Trustee May Enforce Claims Without Possession of Certificates.
(a) All rights of action and claims under this Agreement or the Certificates may be prosecuted and
enforced by the Trustee without the possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall be brought in its own name or in
its capacity as Trustee for the benefit of all Holders of such Certificates, subject to the provisions of this
Agreement. Any recovery of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be for the ratable benefit or the
Certificateholders in respect of which such judgment has been recovered.
(b) The Trustee shall afford the Seller, the Depositor and each Certificateholder upon reasonable notice
during normal business hours at its Corporate Trust Office or other office designated by the Trustee, access to
all records maintained by the Trustee in respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish the Depositor and any
requesting Certificateholder with its most recent audited financial statements. The Trustee shall cooperate fully
with the Seller, the Depositor and such Certificateholder and shall, subject to the first sentence of this Section
8.12(b), make available to the Seller, the Depositor and such Certificateholder for review and copying such
books, documents or records as may be requested with respect to the Trustees duties hereunder. The Seller, the
Depositor and the Certificateholders shall not have any responsibility or liability for any action or failure to act
by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or
otherwise.
SECTION 8.13. Suits for Enforcement.
In case an Event of Default or a default by the Depositor hereunder shall occur and be continuing, the
Trustee may proceed to protect and enforce its rights and the rights of the Certificateholders under this
Agreement, as the case may be, by a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any
power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the
Trustee, being advised by counsel, and subject to the foregoing, shall deem most effectual to protect and enforce
any of the rights of the Trustee and the Certificateholders.
SECTION 8.14. Waiver of Bond Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the Trustee post a bond or other surety
with any court, agency or body whatsoever.
SECTION 8.15. Waiver of Inventory, Accounting and Appraisal Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory,
accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.
SECTION 8.16. Appointment of Custodians.
The Trustee may, and at the direction of the Depositor shall, appoint one or more custodians to hold all
or a portion of the related Mortgage Files as agent for the Trustee, by entering into a custodial agreement. The
custodian may at any time be terminated and a substitute custodian appointed therefor by the Trustee. Subject to
this Article VIII, the Trustee agrees to comply with the terms of each custodial agreement and to enforce the
terms and provisions thereof against the custodian for the benefit of the Certificateholders having an interest in
any Mortgage File held by such custodian. Each custodian shall be a depository institution or trust company
subject to supervision by federal or state authority, shall have combined capital and surplus of at least
$15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. The
initial custodian of the Mortgage Loans shall be The Bank of New York. The Bank of New York shall be
compensated by the Trust Fund for its services as custodian.
SECTION 8.17. Indemnification
The Trustee and its respective directors, officers, employees and agents shall be entitled to
indemnification from the Trust Fund incurred hereunder or under or with respect to any Certificate, the
Custodial Agreement, the Servicing Agreement or under or pursuant to the Mortgage Loan Purchase Agreement,
without negligence or willful misconduct on the Trustees part, arising out of, or in connection with, the
acceptance or administration of the trusts created hereunder or in connection with the performance of the
Trustees duties hereunder including the costs and expenses of defending themselves against any claim in
connection with the exercise or performance of any of their powers or duties hereunder, provided that:
(i) with respect to any such claim, the Trustee shall have given the Depositor written notice
thereof promptly after the Trustee shall have knowledge thereof; and
(ii) notwithstanding anything to the contrary in this Section 8.17, the Trust Fund shall not be
liable for settlement of any such claim by the Trustee entered into without the prior consent of the
Depositor, which consent shall not be unreasonably withheld.
The provisions of this Section 8.17 shall survive any termination of this Agreement and the resignation
or removal of the Trustee and shall be construed to include, but not be limited to any loss, liability or expense
under any environmental law.
ARTICLE IX

REMIC ADMINISTRATION
SECTION 9.01. REMIC Administration.
(a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each
REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and file such elections on
Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder
and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing
Date, the Trustee shall apply to the Internal Revenue Service for an employer identification number for each
REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with
the Internal Revenue Service.
(b) The Closing Date is hereby designated as the Startup Day of each REMIC created hereunder
within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of
Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date.
(c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related
expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional
fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC
that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are
ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as
described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the
negligence or willful misconduct of the Trustee in fulfilling its respective duties hereunder (including the
Trustees duties as tax return preparer).
(d) The Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and
information returns of each REMIC created hereunder (collectively, the Tax Returns) as the direct
representative. The expenses of preparing and filing such Tax Returns shall be borne by the Trustee.
Notwithstanding the foregoing, the Trustee shall have no obligation to prepare, file or otherwise deal with
partnership tax information or returns. In the event that partnership tax information or returns are required by
the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns.

(e) The Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax
compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or
other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Trustee, shall
provide (i) to the Treasury or other governmental authority such information as is necessary for the application
of any tax relating to the transfer of a Residual Certificate to any disqualified organization and (ii) to the
Certificateholders such information or reports as are required by the Code or REMIC Provisions.
(f) The Trustee (to the extent that the affairs of the REMICs are within such Persons control and the
scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action
or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any
REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to
create or maintain such status. None of the Trustee, or the Holder a Residual Certificate shall take any action,
cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC
Event unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior
to taking any action with respect to any REMIC created hereunder or the assets therein, or causing
any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any
Holder of a Residual Certificate will consult with the Trustee, or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such
Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the
Trustee has advised it in writing that an Adverse REMIC Event could occur.
(g) Each Holder of the Class A-R Certificate or Class A-R-II Certificates shall pay when due any and all
taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state
governmental authorities. To the extent that such Trust taxes are not paid by such Certificateholder, the Trustee
shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to such Holder
or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce
amounts otherwise payable to holders of regular interests in such REMIC, as the case may be.
(h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each
REMIC created hereunder on a calendar year and on an accrual basis.
(i) No additional contributions of assets shall be made to any REMIC created hereunder, except as
expressly provided in this Agreement with respect to eligible substitute mortgage loans.
(j) The Trustee, shall not enter into any arrangement by which REMIC created hereunder will receive a
fee or other compensation for services.
(k) The Trustee shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as an
outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) that are owned by the
holders of the Class X Certificates as their interest may appear and that is not an asset of any REMIC. The
Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis
Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of
the Holders of the LIBOR Certificates. Thus, the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class
2-A1C1, Class 2-A1C2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8,
Class B-9, Class B-10, Class B-11 and Class B-12 Certificates shall be treated as representing not only
ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For
purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to
have a zero value unless and until required otherwise by an applicable taxing authority.
SECTION 9.02. Prohibited Transactions and Activities.
None of the Depositor, the Servicer or the Trustee shall sell, dispose of, or substitute for any of the
Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy
of the Trust Fund, (iii) the termination of the REMICs created hereunder pursuant to Article X of this
Agreement, (iv) a substitution pursuant to Article II hereof or (v) a repurchase of Mortgage Loans as
contemplated hereunder, nor acquire any assets for any REMIC created hereunder, nor sell or dispose of any
investments in the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder
after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such
sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of any REMIC created hereunder as a REMIC or of the interests therein other than a
Residual Certificate as the residual interest therein, (b) affect the distribution of interest or principal on the
Certificates, (c) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except
pursuant to the provisions of this Agreement) or (d) cause any REMIC created hereunder to be subject to a tax
on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.
ARTICLE X

TERMINATION
SECTION 10.01. Termination.
(a) The respective obligations and responsibilities of the Seller, the Depositor, and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final
Distribution Date and the obligation of the Servicer to send certain notices as hereinafter set forth) shall
terminate upon the earliest of (i) the Distribution Date on which the Class Certificate Principal Balance of each
Class of Certificates has been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage
Loan, (iii) the optional purchase of the Mortgage Loans as described in the following paragraph and (iv) the
Latest Possible Maturity Date. Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. Jamess, living on the date hereof.
Following the date on which the aggregate of the Stated Principal Balances of the 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) on such date
is equal to or less than 10% of the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans,
respectively, (the Call Option Date), the Servicer may, at its option, terminate this Agreement with regard to
such Mortgage Loans by purchasing, on the next succeeding Distribution Date, all of the outstanding Mortgage
Loans and related REO Properties at a price equal to (A) the greater of (i) the Stated Principal Balance of the
Mortgage Loans, as applicable, (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 the appraised value of the REO Properties and (ii) the fair market value of the
Mortgage Loans and REO Properties (as determined and as agreed upon by (x) the Servicer and (y) the Holders
of a majority in Percentage Interest of the Class A-R-II Certificates in their good faith business judgment as of
the close of business on the third Business Day next preceding the date upon which notice of any such
termination is furnished to the Certificateholders pursuant to Section 10.01(b)), plus, (B) in each case, accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates of the Mortgage Loans through the
end of the Due Period preceding the final Distribution Date, plus any unreimbursed Servicing Advances and
Advances and any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and all
amounts, if any, then due and owing to the Trustee under this Agreement (the Termination Price); provided,
however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all
interest accrued on, as well as amounts necessary to retire the Class Certificate Principal Balance of each Class
of Certificates issued pursuant to this Agreement. The fair market value of the Mortgage Loans and REO
Properties shall be required to be made and agreed upon by the Servicer and the Holders of a majority in
Percentage Interest of the Class A-R-II Certificates as provided in (ii) above in their good faith business
judgment, and such determination shall take into consideration an appraisal of the value of the Mortgage Loans
and REO Properties conducted by an independent appraiser mutually agreed upon by the Servicer and the
Holders of a majority in Percentage Interest of the Class A-R-II Certificates in their reasonable discretion, such
appraisal to be obtained by the Holders of a majority in Percentage Interest of the Class A-R-II Certificates at
their expense, and (A) such appraisal shall be obtained at no expense to the Trustee and (B) the Trustee may
conclusively rely on, and shall be protected in relying on, such fair market value determination.
In connection with any such purchase pursuant to the preceding paragraph, the Servicer shall remit to the
Trustee for deposit in the Distribution Account all amounts then on deposit in the Collection Account, which
deposit shall be deemed to have occurred immediately preceding such purchase.
No such purchase by the Servicer will be permitted without the consent of the Certificate Insurer if a
draw on the Certificate Insurance Policy will be made or if any amounts due to the Certificate Insurer would
remain unreimbursed on the final Distribution Date.
(b) Notice of any termination pursuant to the second paragraph of Section 10.01(a), specifying the
Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Certificate Registrar for payment of the final
distribution and cancellation, shall be given promptly by the Trustee upon the Trustee receiving notice of such
date from the Servicer by letter to the Certificateholders mailed not earlier than the 10th day and not later than
the 19th day of the month immediately preceding the month of such final distribution specifying (1) the
Distribution Date upon which final distribution of the Certificates will be made upon presentation and surrender
of such Certificates at the office or agency of the Certificate Registrar therein designated, (2) the amount of any
such final distribution and (3) that the Record Date otherwise applicable to such Distribution Date is not
applicable, distributions being made only upon presentation and surrender of the Certificates at the office or
agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Certificate Insurer
and the Certificate Registrar at the time such notice is given to Holders of the Certificates. Upon any such
termination, the duties of the Certificate Registrar with respect to the Certificates shall terminate and the Trustee
shall terminate the Distribution Account and any other account or fund maintained with respect to the
Certificates, subject to the Trustees obligation hereunder to hold all amounts payable to Certificateholders in
trust without interest pending such payment.
(c) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the
Holders of the Certificates on the Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Class and to the extent that funds are available for such purpose, an amount equal to
the amount required to be distributed to such Holders in accordance with the provisions of Section 5.01 hereof
for such Distribution Date.
(d) In the event that all Certificateholders shall not surrender their Certificates for final payment and
cancellation on or before such final Distribution Date, the Trustee shall promptly following such date cause all
funds in the Distribution Account not distributed in final distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining Certificateholders by depositing such funds in a separate account for the
benefit of such Certificateholders, and the Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect
thereto. If within nine months after the second notice all the Certificates shall not have been surrendered for
cancellation, the Servicer shall be entitled to all unclaimed funds and other assets which remain subject hereto,
and the Trustee upon transfer of such funds shall be discharged of any responsibility for such funds, and the
Certificateholders shall look to the Servicer for payment.
SECTION 10.02. Additional Termination Requirements.
(a) In the event the purchase option provided in Section 10.01 is exercised, the Trust shall be terminated
in accordance with the following additional requirements:
(i) The Trustee shall sell any remaining assets of the Trust Fund for cash and, within 90 days
of such sale, shall distribute to (or credit to the account of) the Certificateholders the proceeds of such
sale together with any cash on hand (less amounts retained to meet claims) in complete liquidation of the
Trust Fund and any REMIC created hereunder; and
(ii) The Trustee shall attach a statement to the final federal income tax return for each REMIC
created hereunder stating that pursuant to Treasury Regulation 1.860F-1, the first day of the 90-day
liquidation period for such REMIC was the date on which the Trustee sold the assets of the Trust Fund
and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any
regulations thereunder as evidenced by an Opinion of Counsel delivered to the Trustee and the
Certificate Insurer obtained at the expense of the Seller.
(b) By their acceptance of Certificates, the Holders thereof hereby agree to appoint the Trustee as their
attorneys in fact to undertake the foregoing steps.
ARTICLE XI

[RESERVED]
ARTICLE XII

MISCELLANEOUS PROVISIONS
SECTION 12.01. Amendment.
This Agreement may be amended from time to time by the Seller, the Depositor, and the Trustee without
the consent of the Certificateholders and, with respect to any amendment that adversely affects the interests of
any of the Holders of the Insured Certificates, with the prior written consent of the Certificate Insurer, (i) to cure
any ambiguity, (ii) to correct or supplement any provisions herein which may be defective or inconsistent with
any other provisions herein, (iii) to make any other provisions with respect to matters or questions arising under
this Agreement, which shall not be inconsistent with the provisions of this Agreement, or (iv) to conform the
terms hereof to the description thereof provided in the Prospectus; provided, however, that any such action listed
in clause (i) through (iii) above shall be deemed not to adversely affect in any material respect the interests of
any Certificateholder, if evidenced by (i) written notice to the Depositor, the Seller, and the Trustee from the
Rating Agency that such action will not result in the reduction or withdrawal of the rating of any outstanding
Class of Certificates with respect to which it is a Rating Agency or (ii) an Opinion of Counsel stating that such
amendment shall not adversely affect in any material respect the interests of any Certificateholder, is permitted
by the Agreement and all the conditions precedent, if any have been complied with, delivered to the Trustee.
In addition, this Agreement may be amended from time to time by Seller, the Depositor, and the Trustee
with the consent of the Majority Certificateholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Certificates; and subject, in the case of any amendment or modification to Section 5.01(a) hereof,
to the consent of the Bank of New York, as Custodian; provided, however, that no such amendment or waiver
shall (x) reduce in any manner the amount of, or delay the timing of, payments on the Certificates that are
required to be made on any Certificate without the consent of the Holder of such Certificate, (y) adversely affect
in any material respect the interests of the Holders of any Class of Certificates in a manner other than as
described in clause (x) above, without the consent of the Holders of Certificates of such Class evidencing at
least a 66
2/3
% Percentage Interest in such Class, or (z) reduce the percentage of Voting Rights required by
clause (y) above without the consent of the Holders of all Certificates of such Class then outstanding. Upon
approval of an amendment, a copy of such amendment shall be sent to the Rating Agency.
Notwithstanding any provision of this Agreement to the contrary, the Trustee shall not consent to any
amendment to this Agreement unless it shall have first received an Opinion of Counsel, delivered by and at the
expense of the Person seeking such Amendment (unless such Person is the Trustee, in which case the Trustee
shall be entitled to be reimbursed for such expenses by the Trust pursuant to Section 8.05 hereof), to the effect
that such amendment will not result in an Adverse REMIC Event and that the amendment is being made in
accordance with the terms hereof, such amendment is permitted by this Agreement and all conditions precedent,
if any, have been complied with.
Promptly after the execution of any such amendment the Trustee shall furnish, at the expense of the
Person that requested the amendment if such Person is the Seller (but in no event at the expense of the Trustee),
otherwise at the expense of the Trust, a copy of such amendment and the Opinion of Counsel referred to in the
immediately preceding paragraph to the Servicer, the Certificate Insurer and the Rating Agency.
It shall not be necessary for the consent of Certificateholders under this Section 12.01 to approve the
particular form of any proposed amendment; instead it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may
prescribe.
The Trustee may, but shall not be obligated to, enter into any amendment pursuant to this 12.01 Section
that affects its rights, duties and immunities under this Agreement or otherwise.
SECTION 12.02. Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable jurisdictions in which any or all of
the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Trustee at the expense of the Trust, but only upon direction of
Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders and the Certificate Insurer.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the
same instrument.
SECTION 12.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the
Trust, (ii) entitle such Certificateholders legal representatives or heirs to claim an accounting or to take any
action or proceeding in any court for a partition or winding up of the Trust or (iii) otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
Except as expressly provided for herein, no Certificateholder shall have any right to vote or in any
manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto,
nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute
the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder
be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any
suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates entitled to at least 25% of the Voting Rights
shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 15 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other
Certificateholder, and the Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other
such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 12.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
By accepting its Insured Certificate, each Holder of an Insured Certificate agrees that, unless a
Certificate Insurer Default exists and is continuing, the Certificate Insurer shall have the right to exercise all
rights of the Holders of the Insured Certificates under this Agreement (other than the right to receive
distributions on the Insured Certificates) without any further consent of the Holders of the Insured Certificates
and the Holders of the Insured Certificates shall exercise any such rights only upon the written consent of the
Certificate Insurer; provided, however, each Holder of an Insured Certificate and the Certificate Insurer will
have the right to receive statements and reports hereunder. Notwithstanding the foregoing, the Certificate
Insurer shall have no power without the consent of the Owner of each Certificate affected thereby to: (i) reduce
in any manner the amount of, or delay the timing of, distributions of principal or interest required to be made
hereunder or reduce the Percentage Interest of the Holders of the Insured Certificates, the Certificate Interest
Rate or the Termination Payment with respect to any of the Insured Certificates; (ii) reduce the percentage of
Percentage Interests specified in Section 12.01 which are required to amend this Agreement; (iii) create or
permit the creation of any lien against any part of the Trust Fund; (iv) modify any provision in any way which
would permit an earlier retirement of the Insured Certificates; or (v) amend this sentence.
SECTION 12.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
SECTION 12.05. Notices.
All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service, to
(a) in the case of the Seller, to Greenwich Capital Financial Products, Inc., 600 Steamboat Road, Greenwich,
Connecticut 06830, Attention: General Counsel (telecopy number (203) 618-2132), or such other address or
telecopy number as may hereafter be furnished to the Depositor and the Trustee in writing by the Seller, (b) in
the case of the Trustee, to U.S. Bank National Association, One Federal Street, Boston Massachusetts,
Attention: HarborView 2005-10 (telecopy number (617) 603-6637), with a copy to the Corporate Trust Office or
such other address or telecopy number as may hereafter be furnished to the Depositor and the Seller in writing
by the Trustee, (c) in the case of the Depositor, to Greenwich Capital Acceptance, Inc., 600 Steamboat Road,
Greenwich, Connecticut 06830, Attention: Legal (telecopy number (203) 618-2132), or such other address or
telecopy number as may be furnished to the Seller and the Trustee in writing by the Depositor and (d) in the case
of the Certificate Insurer, to Ambac Assurance Corporation, One State Street Plaza, New York, New York
10004, Attention: HarborView 2005-8 (telecopy number 212-208-3547), or such other address or telecopy
number as may be furnished to the Depositor, the Seller and the Trustee in writing by the Certificate Insurer.
Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Notice of any Event of Default shall
be given by telecopy and by certified mail. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have duly been given when mailed, whether or not the Certificateholder
receives such notice. A copy of any notice required to be telecopied hereunder shall also be mailed to the
appropriate party in the manner set forth above.
SECTION 12.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.
SECTION 12.07. Article and Section References.
All article and section references used in this Agreement, unless otherwise provided, are to articles and
sections in this Agreement.
SECTION 12.08. Notice to the Rating Agency.
(a) The Trustee shall be obligated to use its best reasonable efforts promptly to provide notice to the
Rating Agency with respect to each of the following of which a Responsible Officer of the Trustee has actual
knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured or waived;
(iii) the resignation or termination of the Servicer or the Trustee;
(iv) the final payment to Holders of the Certificates of any Class;
(v) any change in the location of any Account; and
(vi) if the Trustee is acting as a successor Servicer pursuant to Section 7.02 hereof, any event
that would result in the inability of the Trustee to make Advances.
(b) The Trustee shall promptly furnish or make available to the Rating Agency copies of each
Distribution Date Statement described in Section 5.04 hereof.
(c) All notices to the Rating Agencies provided for in this Agreement shall be in writing and sent by first
class mail, telecopy or overnight courier, as follows:
If to S&P, to:

Standard & Poors Ratings Services,
a Division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Attention: Residential Mortgages
If to Moodys, to:

Moodys Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: Residential Mortgages
SECTION 12.09. Further Assurances.
Notwithstanding any other provision of this Agreement, neither the Regular Certificateholders nor the
Trustee shall have any obligation to consent to any amendment or modification of this Agreement unless they
have been provided reasonable security or indemnity against their out-of-pocket expenses (including reasonable
attorneys fees) to be incurred in connection therewith.
SECTION 12.10. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, expressed or implied, shall give to any Person, other
than the Certificateholders and the parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.
The Certificate Insurer is an intended third-party beneficiary of this Agreement with respect to the rights
of the Classes of Insured Certificates. Any right conferred to the Certificate Insurer shall be suspended
after the occurrence and during the continuation of a Certificate Insurer Default. During any period of
suspension, the Certificate Insurer's rights hereunder shall vest in the Holders of the Insured Certificates (to the
extent such Holders otherwise has such rights hereunder). At such time as the Class Principal Balance of the
Insured Certificates has been reduced to zero and the Certificate Insurer has been reimbursed for all amounts to
which it is entitled hereunder, the Certificate Insurer's rights hereunder shall terminate.
SECTION 12.11. Acts of Certificateholders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly
appointed in writing, and such action shall become effective when such instrument or instruments are delivered
to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the act of the Certificateholders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Agreement and conclusive in favor of the Trustee, if made in the manner provided in this Section 12.11.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by the certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Whenever such execution is by a signer acting in a capacity other
than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his
authority.
(c) Any request, demand, authorization, direction, notice, consent, waiver or other action by any
Certificateholder shall bind every future Holder of such Certificate and the Holder of every Certificate issued
upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done,
omitted or suffered to be done by the Trustee Servicer in reliance thereon, whether or not notation of such action
is made upon such Certificate.
SECTION 12.12. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto.
SECTION 12.13. Provision of Information.
For so long as any of the Certificates of any Class are restricted securities within the meaning of Rule
144(a)(3) under the 1933 Act, the Depositor agrees to provide to any Certificateholders and to any prospective
purchaser of Certificates designated by such holder, upon the request of such holder or prospective purchaser,
any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth
in Rule 144A(d)(4) under the 1933 Act.
The Trustee shall provide to any person to whom a Prospectus was delivered by Greenwich Capital
Markets, Inc. (as identified by Greenwich Capital Markets, Inc.), upon the request of such person specifying the
document or documents requested (and certifying that it is a Person entitled hereunder), (i) a copy (excluding
exhibits) of any report on Form 8-K or Form 10-K filed with the Securities and Exchange Commission pursuant
to Section 3.05 and (ii) a copy of any other document incorporated by reference in the Prospectus (to the extent
in the Trustees possession). Any reasonable out-of-pocket expenses incurred by the Trustee in providing copies
of such documents shall be reimbursed by the Depositor.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, the Depositor, the Seller and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.
as Depositor
By: /s/ James T. Raezer
Name: James T. Raezer
Title: Managing Director
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as
Seller
By: /s/ James T. Raezer
Name: James T. Raezer
Title: Managing Director
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ James H. Byrnes
Name: James H. Byrnes
Title: V.P.

) ss.:
On the 29th day of August 2005, before me, a notary public in and for said State, personally appeared
James Raezer known to me to be a Managing Director of Greenwich Capital Acceptance, Inc., a Delaware
corporation that executed the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in
this certificate first above written.
/s/ Kimberly J. Donnelly
Notary Public
) ss.:
On the 29th day of August 2005, before me, a notary public in and for said State, personally appeared
James Raezer known to me to be a Managing Director of Greenwich Capital Financial Products, Inc., a
Delaware corporation that executed the within instrument, and also known to me to be the person who executed
it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
/s/ Kimberly J. Donnelly
Notary Public
STATE OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On the 29th day of August, before me, a notary public in and for said State, personally appeared James
H. Byrnes known to me to be an Vice President of U.S. Bank National Association, a national banking
association that executed the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
/s/ Winnie L. Chen
Notary Public

EXHIBIT D
INDEX NO. 652388/2011
Exhibit D
Schedule of Breaches

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
7.02 xxiii, xxxi, i,
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
xliii, xxiii, i, ix,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
479034
HVMLT
2005-10
n/a X X X

5357502
HVMLT
2005-10
X

X

X
5637883
HVMLT
2005-10
X X X X

5666556
HVMLT
2005-10
X

X

5711092
HVMLT
2005-10
n/a X X X

5937276
HVMLT
2005-10
n/a

X

9237969
HVMLT
2005-10
n/a X X

80950391
HVMLT
2005-10
n/a X X

80989204
HVMLT
2005-10
n/a

X

81190029
HVMLT
2005-10
n/a X X X

82219088
HVMLT
2005-10
X X X

86274885
HVMLT
2005-10
n/a X X

X
87300563
HVMLT
2005-10
X X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
88826427
HVMLT
2005-10
X X X X

89252322
HVMLT
2005-10
X

X

89787359
HVMLT
2005-10
X X X

90186090
HVMLT
2005-10
n/a X X X

90293637
HVMLT
2005-10
n/a X

90880611
HVMLT
2005-10
X X X X

90936925
HVMLT
2005-10
n/a X

91164327
HVMLT
2005-10
n/a X X X

X
91328917
HVMLT
2005-10
n/a X X X

91494916
HVMLT
2005-10
X X X

91533009
HVMLT
2005-10
n/a X X X

X
91627597
HVMLT
2005-10
n/a X

91783712
HVMLT
2005-10
n/a X X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
91784544
HVMLT
2005-10
n/a X

X

91814292
HVMLT
2005-10
n/a X X X

X
91843272
HVMLT
2005-10
n/a

X

91852881
HVMLT
2005-10
n/a X

X

91937491
HVMLT
2005-10
n/a X X X

91985001
HVMLT
2005-10
n/a X X

92008396
HVMLT
2005-10
n/a

X

X
92016901
HVMLT
2005-10
n/a X

X

92117450
HVMLT
2005-10
n/a X X X

X
92156879
HVMLT
2005-10
n/a X X X

92181706
HVMLT
2005-10
n/a X X X

X
92288431
HVMLT
2005-10
n/a X X

X
92295752
HVMLT
2005-10
n/a X

X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
92310322
HVMLT
2005-10
n/a X X

92327532
HVMLT
2005-10
n/a X X X

X
92331917
HVMLT
2005-10
n/a

X

92376466
HVMLT
2005-10
n/a

X

92418736
HVMLT
2005-10
n/a

X

X
92425497
HVMLT
2005-10
n/a X X

92451332
HVMLT
2005-10
n/a

X

X
92474799
HVMLT
2005-10
n/a X X X

X
92592581
HVMLT
2005-10
n/a X

92592797
HVMLT
2005-10
n/a X

92599910
HVMLT
2005-10
n/a X X X

92644916
HVMLT
2005-10
n/a X

92704219
HVMLT
2005-10
n/a X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
92712012
HVMLT
2005-10
n/a X

92725950
HVMLT
2005-10
n/a X X X

92770028
HVMLT
2005-10
n/a X X

92782749
HVMLT
2005-10
X X X

X
92832083
HVMLT
2005-10
X

92870376
HVMLT
2005-10
n/a X X

92875913
HVMLT
2005-10
n/a

X

X
92883010
HVMLT
2005-10
n/a X X

92892755
HVMLT
2005-10
n/a X X X

X
92906565
HVMLT
2005-10
n/a X X X

X
92909909
HVMLT
2005-10
n/a X X X

X
92920534
HVMLT
2005-10
n/a X X X

92926783
HVMLT
2005-10
n/a X

X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
92930920
HVMLT
2005-10
n/a X

X

92946786
HVMLT
2005-10
n/a X X X

92954715
HVMLT
2005-10
n/a

X

92958611
HVMLT
2005-10
n/a X X X

92966932
HVMLT
2005-10
n/a X X X

92981350
HVMLT
2005-10
n/a X X

93024139
HVMLT
2005-10
n/a X X

X
93029212
HVMLT
2005-10
n/a

93073474
HVMLT
2005-10
n/a X

93090404
HVMLT
2005-10
n/a

X X

93116343
HVMLT
2005-10
n/a

X

93134913
HVMLT
2005-10
n/a X X

X
93146867
HVMLT
2005-10
n/a X

X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
93150451
HVMLT
2005-10
n/a X X

93152148
HVMLT
2005-10
n/a X

93157492
HVMLT
2005-10
n/a X

X

93170574
HVMLT
2005-10
n/a X X X

X
93171438
HVMLT
2005-10
n/a X

93229349
HVMLT
2005-10
n/a X

X

93229917
HVMLT
2005-10
n/a X X X

93236046
HVMLT
2005-10
X

X

X
93238006
HVMLT
2005-10
n/a X X

93265626
HVMLT
2005-10
n/a X X X

93281620
HVMLT
2005-10
n/a

X

93281732
HVMLT
2005-10
n/a X X X

93309727
HVMLT
2005-10
n/a X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
93336683
HVMLT
2005-10
n/a X X X

X
93346484
HVMLT
2005-10
n/a X X X

93370951
HVMLT
2005-10
n/a X X X

93380872
HVMLT
2005-10
n/a X X

93411988
HVMLT
2005-10
n/a X X X

X
93412596
HVMLT
2005-10
n/a X

93433951
HVMLT
2005-10
X X X X

93454689
HVMLT
2005-10
X

X

93489894
HVMLT
2005-10
n/a X

X

93504256
HVMLT
2005-10
n/a X

X
93509520
HVMLT
2005-10
X X X X

93533243
HVMLT
2005-10
n/a X X X

93578921
HVMLT
2005-10
n/a X

X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
93582505
HVMLT
2005-10
n/a X

X

X
93583177
HVMLT
2005-10
X X X X

93602468
HVMLT
2005-10
n/a X X X

93606508
HVMLT
2005-10
n/a X X X

93619086
HVMLT
2005-10
n/a X

93666620
HVMLT
2005-10
n/a X

X

X
93680974
HVMLT
2005-10
X X X X

93683646
HVMLT
2005-10
n/a X X X

93721051
HVMLT
2005-10
n/a X X X

93741429
HVMLT
2005-10
n/a X X X

93758687
HVMLT
2005-10
n/a X X X

93791596
HVMLT
2005-10
n/a X X

93814638
HVMLT
2005-10
n/a X

X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
93822791
HVMLT
2005-10
n/a X

93825872
HVMLT
2005-10
n/a X

X
93830104
HVMLT
2005-10
n/a X X X

X
93840402
HVMLT
2005-10
n/a X X X

93877654
HVMLT
2005-10
n/a X X

93888392
HVMLT
2005-10
n/a X X X

93912683
HVMLT
2005-10
n/a X

X

93924732
HVMLT
2005-10
n/a

X

93931965
HVMLT
2005-10
n/a X X X

93947031
HVMLT
2005-10
n/a

X

93959929
HVMLT
2005-10
n/a X X

93979147
HVMLT
2005-10
n/a X

X

X
94002182
HVMLT
2005-10
n/a X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
94002726
HVMLT
2005-10
n/a X

X

94011615
HVMLT
2005-10
n/a X

94040571
HVMLT
2005-10
n/a

X

94046652
HVMLT
2005-10
n/a X X X

94054765
HVMLT
2005-10
n/a X X X

X
94073135
HVMLT
2005-10
n/a X X X

94075295
HVMLT
2005-10
n/a

X

94124534
HVMLT
2005-10
X X

94148890
HVMLT
2005-10
n/a X X X

94174853
HVMLT
2005-10
n/a X X

94184663
HVMLT
2005-10
n/a X

X

X
94193624
HVMLT
2005-10
n/a X

X
94199953
HVMLT
2005-10
n/a

X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
94200297
HVMLT
2005-10
n/a X

X

X
94206849
HVMLT
2005-10
n/a X X

X
94227036
HVMLT
2005-10
n/a X

X
94252143
HVMLT
2005-10
n/a X X X

94282019
HVMLT
2005-10
X X X

94287708
HVMLT
2005-10
n/a X X

X
94328729
HVMLT
2005-10
n/a X

X

94340138
HVMLT
2005-10
n/a X X X

X
94345419
HVMLT
2005-10
n/a X X

X
94346955
HVMLT
2005-10
n/a X

94349235
HVMLT
2005-10
n/a X X X

X
94352836
HVMLT
2005-10
n/a X

94353572
HVMLT
2005-10
n/a X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
94358708
HVMLT
2005-10
X X X

94373454
HVMLT
2005-10
n/a X X X

94377263
HVMLT
2005-10
n/a X X X

94377607
HVMLT
2005-10
n/a X X X

X
94394753
HVMLT
2005-10
n/a X X X

94441207
HVMLT
2005-10
n/a X

94443783
HVMLT
2005-10
n/a X

X

X
94444247
HVMLT
2005-10
n/a X X

X
94455129
HVMLT
2005-10
n/a X X X

94466146
HVMLT
2005-10
n/a X X

94472067
HVMLT
2005-10
X

X

X
94481116
HVMLT
2005-10
n/a X

94484884
HVMLT
2005-10
n/a X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
94530026
HVMLT
2005-10
n/a X X X

X
94546908
HVMLT
2005-10
X

X X

94562206
HVMLT
2005-10
n/a X X X

94579768
HVMLT
2005-10
n/a X X X

94601787
HVMLT
2005-10
n/a X X X

94609684
HVMLT
2005-10
n/a X

X

94610268
HVMLT
2005-10
n/a X

X

94634087
HVMLT
2005-10
n/a X X X

X
94644824
HVMLT
2005-10
n/a

X

94647673
HVMLT
2005-10
n/a X

94665531
HVMLT
2005-10
n/a X

94667771
HVMLT
2005-10
n/a X X X

X
94685093
HVMLT
2005-10
n/a

X X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
94697207
HVMLT
2005-10
n/a

X

94705072
HVMLT
2005-10
n/a X X

94710040
HVMLT
2005-10
n/a X X

94723402
HVMLT
2005-10
n/a

X

94750678
HVMLT
2005-10
n/a X X

94770696
HVMLT
2005-10
n/a X

94776481
HVMLT
2005-10
n/a X X X

94776889
HVMLT
2005-10
n/a X

94792947
HVMLT
2005-10
n/a X

X

94796211
HVMLT
2005-10
n/a X

94801988
HVMLT
2005-10
n/a X X

X
94814037
HVMLT
2005-10
n/a X X X

96543275
HVMLT
2005-10
n/a X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
96575719
HVMLT
2005-10
n/a X

X

96593146
HVMLT
2005-10
X X X X

97047355
HVMLT
2005-10
X

X X

97109421
HVMLT
2005-10
n/a X X X

97130701
HVMLT
2005-10
n/a X

97135830
HVMLT
2005-10
n/a X X X

97139142
HVMLT
2005-10
n/a

X X

97193893
HVMLT
2005-10
n/a X X X

97203478
HVMLT
2005-10
n/a X X X

97225161
HVMLT
2005-10
n/a X

97259755
HVMLT
2005-10
n/a X

X

X
97270316
HVMLT
2005-10
X X X X

X
97358335
HVMLT
2005-10
n/a X

X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
97362416
HVMLT
2005-10
n/a

X

X
97400664
HVMLT
2005-10
X

X X

97460196
HVMLT
2005-10
X X X X

X
97653676
HVMLT
2005-10
n/a X X X

97669816
HVMLT
2005-10
X X X

X
98589472
HVMLT
2005-10
n/a X

X

X
98803643
HVMLT
2005-10
X

X

X
99323378
HVMLT
2005-10
n/a X X

X
100010705
HVMLT
2005-10
X X X X

100025330
HVMLT
2005-10
X X X

X
100027499
HVMLT
2005-10
n/a X

100032787
HVMLT
2005-10
X

X

100045565
HVMLT
2005-10
n/a

X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
100057550
HVMLT
2005-10
n/a X X

100058046
HVMLT
2005-10
n/a X X X

X
100068448
HVMLT
2005-10
n/a X

X

100112845
HVMLT
2005-10
n/a X X X

100139406
HVMLT
2005-10
X X X X

100148655
HVMLT
2005-10
X X X

100159728
HVMLT
2005-10
n/a X

X
100165065
HVMLT
2005-10
n/a

X

X
100194492
HVMLT
2005-10
n/a X

100260262
HVMLT
2005-10
n/a X

X

100350434
HVMLT
2005-10
X X X

100357035
HVMLT
2005-10
n/a X

100360268
HVMLT
2005-10
X

X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
100362204
HVMLT
2005-10
X X X

100390321
HVMLT
2005-10
X X X

X
100505467
HVMLT
2005-10
X

X X

X
100576467
HVMLT
2005-10
n/a X X X

X
100579365
HVMLT
2005-10
n/a X X X

X
100598257
HVMLT
2005-10
X

X

X
100602042
HVMLT
2005-10
n/a X X X

100611619
HVMLT
2005-10
n/a X X

100612571
HVMLT
2005-10
n/a X

X
100625340
HVMLT
2005-10
n/a X X

100630885
HVMLT
2005-10
n/a X

X
100758792
HVMLT
2005-10
X X X X

100863686
HVMLT
2005-10
n/a X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
100866200
HVMLT
2005-10
n/a X X

100971093
HVMLT
2005-10
n/a X

X

100972661
HVMLT
2005-10
X

X

100991576
HVMLT
2005-10
n/a X

X

100991872
HVMLT
2005-10
n/a X X X

101001385
HVMLT
2005-10
n/a X X

101006673
HVMLT
2005-10
n/a X X X

101008010
HVMLT
2005-10
X X X X

101015114
HVMLT
2005-10
n/a X X

X
101020203
HVMLT
2005-10
X X X X

101020347
HVMLT
2005-10
n/a X X X

101022547
HVMLT
2005-10
X X

101034533
HVMLT
2005-10
n/a X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
101100795
HVMLT
2005-10
X

X

101116405
HVMLT
2005-10
n/a

X

101117165
HVMLT
2005-10
n/a X X X

101183633
HVMLT
2005-10
n/a X

X
101187369
HVMLT
2005-10
X X X X

101188289
HVMLT
2005-10
n/a X

X
101317402
HVMLT
2005-10
n/a X X

101319898
HVMLT
2005-10
n/a X X X

101334025
HVMLT
2005-10
X X X X

101364495
HVMLT
2005-10
X X X X

101396906
HVMLT
2005-10
n/a X X X

101408684
HVMLT
2005-10
n/a X X X

101512354
HVMLT
2005-10
n/a X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
101532272
HVMLT
2005-10
n/a X

X

X
101561666
HVMLT
2005-10
X X X

101563338
HVMLT
2005-10
X

X

X
101578132
HVMLT
2005-10
n/a X X X

101585165
HVMLT
2005-10
n/a X X

X
101592822
HVMLT
2005-10
n/a X X X

X
101601127
HVMLT
2005-10
n/a X X X

101606199
HVMLT
2005-10
n/a X X X

101630984
HVMLT
2005-10
n/a X X X

101671456
HVMLT
2005-10
n/a X

X

101736504
HVMLT
2005-10
n/a X

X
101736552
HVMLT
2005-10
X X X

101737456
HVMLT
2005-10
n/a X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
101829029
HVMLT
2005-10
X

X

101854767
HVMLT
2005-10
X

X

101883632
HVMLT
2005-10
X X X

101905384
HVMLT
2005-10
n/a X X X

X
101994877
HVMLT
2005-10
n/a

X

102001037
HVMLT
2005-10
X X X

X
102004830
HVMLT
2005-10
n/a X X

102007462
HVMLT
2005-10
X

X

X
102078528
HVMLT
2005-10
n/a X

102078712
HVMLT
2005-10
n/a X X X

102092577
HVMLT
2005-10
X

X

102094226
HVMLT
2005-10
X

X X

102134248
HVMLT
2005-10
X X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
102172625
HVMLT
2005-10
n/a X

X

102174505
HVMLT
2005-10
X

X X

X
102184898
HVMLT
2005-10
n/a X X X

102185578
HVMLT
2005-10
X X X X

X
102287910
HVMLT
2005-10
n/a

X X

102330754
HVMLT
2005-10
n/a

X

X
102333754
HVMLT
2005-10
n/a X

102336274
HVMLT
2005-10
n/a X X

X
102340555
HVMLT
2005-10
n/a X X

102354101
HVMLT
2005-10
n/a

X X

102358949
HVMLT
2005-10
n/a X X X

X
102360277
HVMLT
2005-10
n/a X X

102362030
HVMLT
2005-10
n/a

X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
102373871
HVMLT
2005-10
X X X

102458653
HVMLT
2005-10
n/a X X

102463189
HVMLT
2005-10
n/a X X X

X
102476663
HVMLT
2005-10
n/a X

X

102591729
HVMLT
2005-10
X X X X

102635419
HVMLT
2005-10
n/a X X

102695490
HVMLT
2005-10
X X X X

102750071
HVMLT
2005-10
X X X X

X
102751007
HVMLT
2005-10
X X X X

102782467
HVMLT
2005-10
n/a X X X

102791812
HVMLT
2005-10
n/a X X

X
102841197
HVMLT
2005-10
n/a X

X

102956840
HVMLT
2005-10
n/a X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
102993553
HVMLT
2005-10
n/a X

103065261
HVMLT
2005-10
X X X X

X
103069341
HVMLT
2005-10
n/a X X

X
103072070
HVMLT
2005-10
n/a X X X

103076742
HVMLT
2005-10
X X X

103120249
HVMLT
2005-10
n/a X X

X
103123306
HVMLT
2005-10
n/a X X X

X
103152469
HVMLT
2005-10
n/a X

X

103160270
HVMLT
2005-10
n/a X

X

103161758
HVMLT
2005-10
n/a

X

103161774
HVMLT
2005-10
n/a X X

103194578
HVMLT
2005-10
n/a X X

X
103205324
HVMLT
2005-10
n/a X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
103209020
HVMLT
2005-10
n/a X X

103219382
HVMLT
2005-10
n/a X X

103244081
HVMLT
2005-10
n/a X X X

X
103250441
HVMLT
2005-10
n/a X X X

X
103258138
HVMLT
2005-10
n/a

X

103262867
HVMLT
2005-10
n/a

X

103280397
HVMLT
2005-10
n/a X X X

103309263
HVMLT
2005-10
n/a X

X

103311912
HVMLT
2005-10
n/a X X

X
103329866
HVMLT
2005-10
n/a X X X

X
103335131
HVMLT
2005-10
n/a

X X

X
103342924
HVMLT
2005-10
n/a X

X
103365607
HVMLT
2005-10
n/a X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
103369751
HVMLT
2005-10
n/a X

103369799
HVMLT
2005-10
n/a X

103380800
HVMLT
2005-10
n/a X X

103387457
HVMLT
2005-10
n/a X X X

103398555
HVMLT
2005-10
n/a X

X

X
103400603
HVMLT
2005-10
n/a X X X

103406604
HVMLT
2005-10
n/a X X

103461435
HVMLT
2005-10
n/a

X X

103476708
HVMLT
2005-10
n/a X

103477261
HVMLT
2005-10
n/a X

103504161
HVMLT
2005-10
n/a X

X

103518314
HVMLT
2005-10
n/a X

X

103552559
HVMLT
2005-10
n/a

X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
103567657
HVMLT
2005-10
n/a X X X

103568625
HVMLT
2005-10
n/a X X

X
103632177
HVMLT
2005-10
n/a X

X

X
103642578
HVMLT
2005-10
n/a X X X

103676678
HVMLT
2005-10
n/a X X

X
103741510
HVMLT
2005-10
n/a X

X
103755776
HVMLT
2005-10
n/a X X X

103762161
HVMLT
2005-10
n/a X X X

103764361
HVMLT
2005-10
n/a X X X

103780291
HVMLT
2005-10
n/a X X

103782323
HVMLT
2005-10
n/a X

X

X
103782388
HVMLT
2005-10
n/a X X X

103787780
HVMLT
2005-10
n/a X

X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
103826601
HVMLT
2005-10
n/a X X X

X
103855389
HVMLT
2005-10
n/a X

X

X
103880808
HVMLT
2005-10
n/a X

103904851
HVMLT
2005-10
n/a X

X
107443018
HVMLT
2005-10
X X X X

107472149
HVMLT
2005-10
X

X

107490904
HVMLT
2005-10
X X X X

107532903
HVMLT
2005-10
n/a X X X

107547649
HVMLT
2005-10
n/a X

X
107552353
HVMLT
2005-10
n/a X X

107553009
HVMLT
2005-10
X X X X

X
107555962
HVMLT
2005-10
X X X X

107571532
HVMLT
2005-10
X X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
107598575
HVMLT
2005-10
n/a X X X

X
107605848
HVMLT
2005-10
n/a X

X

107608824
HVMLT
2005-10
n/a X X X

X
107610449
HVMLT
2005-10
n/a

X X

107610505
HVMLT
2005-10
n/a X X X

107620402
HVMLT
2005-10
n/a X

X

107621442
HVMLT
2005-10
X X X

107621458
HVMLT
2005-10
X X X X

X
107624130
HVMLT
2005-10
n/a

X

107639660
HVMLT
2005-10
n/a X X

107647197
HVMLT
2005-10
n/a X X X

X
107652462
HVMLT
2005-10
n/a X X

107656390
HVMLT
2005-10
X

X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
107660751
HVMLT
2005-10
n/a

X

107661375
HVMLT
2005-10
n/a X

X
107671024
HVMLT
2005-10
n/a X

107672328
HVMLT
2005-10
n/a X

X
107674633
HVMLT
2005-10
n/a X

X

X
107676457
HVMLT
2005-10
n/a X

X

107681137
HVMLT
2005-10
n/a X

X

107689162
HVMLT
2005-10
n/a X

X

X
107714305
HVMLT
2005-10
X

107782589
HVMLT
2005-10
n/a

X

107859313
HVMLT
2005-10
n/a X

X

X
107968653
HVMLT
2005-10
n/a X X

107971821
HVMLT
2005-10
X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
107980854
HVMLT
2005-10
n/a X

X

107989271
HVMLT
2005-10
n/a X X

108052829
HVMLT
2005-10
n/a X

108053669
HVMLT
2005-10
n/a X X X

108056630
HVMLT
2005-10
X X X

X
108056774
HVMLT
2005-10
n/a X X X

X
108062214
HVMLT
2005-10
n/a X X X

108065599
HVMLT
2005-10
X X X X

108084867
HVMLT
2005-10
X X X X

108105020
HVMLT
2005-10
X X X X

108112939
HVMLT
2005-10
X X X

108112995
HVMLT
2005-10
X X X

108137352
HVMLT
2005-10
X X X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
108219216
HVMLT
2005-10
X X X X

108220520
HVMLT
2005-10
X

X

108229247
HVMLT
2005-10
n/a X X X

X
108279443
HVMLT
2005-10
n/a X

108315440
HVMLT
2005-10
n/a X

X
108319385
HVMLT
2005-10
n/a X X X

108319729
HVMLT
2005-10
n/a X X

X
108320089
HVMLT
2005-10
X X X X

108417851
HVMLT
2005-10
n/a X X X

X
108506565
HVMLT
2005-10
X X X X

108515350
HVMLT
2005-10
n/a X X X

108547647
HVMLT
2005-10
X

X

108552099
HVMLT
2005-10
n/a X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
108607262
HVMLT
2005-10
X X X

108607830
HVMLT
2005-10
n/a

X

108610006
HVMLT
2005-10
n/a X

X

108613471
HVMLT
2005-10
n/a

X

108640782
HVMLT
2005-10
n/a

X

108705723
HVMLT
2005-10
X

X

X
108706555
HVMLT
2005-10
n/a X X X

108816716
HVMLT
2005-10
n/a

X X

108819828
HVMLT
2005-10
n/a X

108851359
HVMLT
2005-10
X X X X

108857621
HVMLT
2005-10
n/a X X X

108961771
HVMLT
2005-10
X

X

108976757
HVMLT
2005-10
X X X X

Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
109022736
HVMLT
2005-10
n/a X

X

109054450
HVMLT
2005-10
n/a X X X

109101577
HVMLT
2005-10
n/a

X X

109102577
HVMLT
2005-10
n/a

X

X
109143792
HVMLT
2005-10
n/a X X

X
109158285
HVMLT
2005-10
n/a X X

109170216
HVMLT
2005-10
n/a X

X

109186539
HVMLT
2005-10
X X X X

X
109281657
HVMLT
2005-10
n/a X X X

109288245
HVMLT
2005-10
n/a X X X

109332677
HVMLT
2005-10
n/a X X

109336221
HVMLT
2005-10
n/a X X X

109413803
HVMLT
2005-10
n/a X X X X X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
109417171
HVMLT
2005-10
n/a X X

X
109452167
HVMLT
2005-10
n/a X X

109465801
HVMLT
2005-10
n/a X

X

109467729
HVMLT
2005-10
X X X

109470265
HVMLT
2005-10
n/a X X X

X
109503405
HVMLT
2005-10
X

109656667
HVMLT
2005-10
n/a X X X

109699016
HVMLT
2005-10
n/a X X X

109866348
HVMLT
2005-10
X X X X

X
109873340
HVMLT
2005-10
n/a

X

109889937
HVMLT
2005-10
X X X

109915796
HVMLT
2005-10
X X X

109920925
HVMLT
2005-10
n/a X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
109922181
HVMLT
2005-10
X X X X

109989629
HVMLT
2005-10
n/a

X

110070166
HVMLT
2005-10
n/a X X

110087153
HVMLT
2005-10
n/a X X X

110087369
HVMLT
2005-10
n/a X X

110090665
HVMLT
2005-10
n/a X

110108331
HVMLT
2005-10
n/a X X X

110184156
HVMLT
2005-10
X

X

110207705
HVMLT
2005-10
n/a X X

110249623
HVMLT
2005-10
n/a X

X

X
110299792
HVMLT
2005-10
n/a X X X

110364225
HVMLT
2005-10
n/a X X X

110473656
HVMLT
2005-10
n/a X X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
110482945
HVMLT
2005-10
n/a X

110484793
HVMLT
2005-10
n/a X X X

110539448
HVMLT
2005-10
n/a X

X

110539472
HVMLT
2005-10
n/a X X X

110579257
HVMLT
2005-10
n/a X

X

110646339
HVMLT
2005-10
X X X X

110658866
HVMLT
2005-10
n/a X X X

110711300
HVMLT
2005-10
n/a X X X

X
110743363
HVMLT
2005-10
n/a X X X

X
110753669
HVMLT
2005-10
n/a

X
110897674
HVMLT
2005-10
n/a X X

110955071
HVMLT
2005-10
n/a X

X
110981082
HVMLT
2005-10
n/a X X X

X
Exhibit D

Loan
Number
Trust
Unwarranted
Exception
(Breach of
MMLPSA 7.02
xxiii or i)
Guideline
Violation
(Breach of
MMLPSA
ix, or xv)
Imprudent
Underwriting
(Breach of
MMLPSA 7.02
xxiii)
Fraud
(Breach of
MMLPSA
7.02 xvi, xxx,
or xv)
Mortgage
Loan
Schedule
Discrepancy
(Breach of
MMLPSA
7.02 i)
Missing
Document
(Breach of
MMLPSA
7.02 xxxix, xxiii,
xxv, vi, vii, or
xxxiii)
110991988
HVMLT
2005-10
X X X

X
111067480
HVMLT
2005-10
n/a X X X

X
111073897
HVMLT
2005-10
n/a X

X
111087918
HVMLT
2005-10
n/a X X

111130122
HVMLT
2005-10
n/a X

111253847
HVMLT
2005-10
n/a X

X

111310752
HVMLT
2005-10
n/a X X

111318794
HVMLT
2005-10
n/a X X X

111581863
HVMLT
2005-10
X X X X

111658270
HVMLT
2005-10
X X X

111711195
HVMLT
2005-10
X X

X

1091585179
HVMLT
2005-10
n/a X X X

8164217892
HVMLT
2005-10
n/a X X X

Exhibit D

Us Bank Sues Countrywide and Bank of America-Aug 2011-Complaint and Exhibits

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Us Bank Sues Countrywide and Bank of America-Aug 2011-Complaint and Exhibits

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FILED: NEW YORK COUNTY CLERK 08/29/2011

INDEX NO. 652388/2011

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